JANUS ADVISER SERIES, 497, 2000-08-03

JANUS ADVISER SERIES
497, 2000-08-03

Previous: JANUS ADVISER SERIES, 497, 2000-08-03

Next: PAINEWEBBER EQUITY TRUST ABC SERIES 6, S-6/A, 2000-08-03

<PAGE>

[JANUS LOGO]

Janus Adviser Series

PROSPECTUS
JULY 31, 2000

Janus Adviser Growth Fund

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR
DISAPPROVED OF THESE SECURITIES OR PASSED ON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>

[JANUS LOGO]

This prospectus describes Janus Adviser Growth Fund ("Growth
Fund" or the "Fund"), a portfolio of Janus Adviser Series.
<PAGE>
Table of contents

<TABLE>
<S> <C>
RISK/RETURN SUMMARY
Growth Fund................................................... 2
Fees and expenses............................................. 4
INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES AND RISKS
Growth Fund................................................... 5
General portfolio policies.................................... 6
Risks for Growth Fund......................................... 8
MANAGEMENT OF THE FUND
Investment adviser............................................ 10
Management expenses and expense limits........................ 10
Investment personnel.......................................... 11
OTHER INFORMATION................................................ 12
DISTRIBUTIONS AND TAXES
Distributions................................................. 13
Taxes......................................................... 13
SHAREHOLDER'S GUIDE
Pricing of fund shares........................................ 15
Purchases..................................................... 15
Exchanges..................................................... 15
Redemptions................................................... 16
Frequent trading.............................................. 16
Shareholder communications.................................... 16
FINANCIAL HIGHLIGHTS............................................. 17
GLOSSARY
Glossary of investment terms.................................. 18

</TABLE>

Table of contents 1
<PAGE>
Risk return summary

GROWTH FUND

Growth Fund is designed for long-term investors who seek growth of
capital and who can tolerate the greater risks associated with common
stock investments.

1. WHAT IS THE INVESTMENT OBJECTIVE OF GROWTH FUND?

--------------------------------------------------------------------------------

- GROWTH FUND seeks long-term growth of capital in a manner
consistent with the preservation of capital.

The Fund's Trustees may change this objective without a shareholder
vote and the Fund will notify you of any changes that are material. If
there is a material change to the Fund's objective or policies, you
should consider whether the Fund remains an appropriate investment for
you. There is no guarantee that the Fund will meet its objective.

2. WHAT ARE THE MAIN INVESTMENT STRATEGIES OF GROWTH FUND?

The portfolio manager applies a "bottom up" approach in choosing
investments. In other words, the Fund's portfolio manager looks for
companies with earnings growth potential one at a time. If the
portfolio manager is unable to find investments with earnings growth
potential, a significant portion of the Fund's assets may be in cash
or similar investments.

The Fund may invest without limit in foreign equity and debt
securities and less than 35% of its net assets in high-yield/high risk
bonds.

Growth Fund invests primarily in common stocks selected for their
growth potential. Although the Fund can invest in companies of any
size, it generally invests in larger, more established companies.

3. WHAT ARE THE MAIN RISKS OF INVESTING IN GROWTH FUND?

The biggest risk of investing in this Fund is that its returns may
vary, and you could lose money. If you are considering investing in
Growth Fund, remember it is designed for long-term investors who can
accept the risks of investing in a portfolio with significant common
stock holdings. Common stocks tend to be more volatile than other
investment choices.

The value of the Fund's portfolio may decrease if the value of an
individual company in the portfolio decreases. The value of the Fund's
portfolio could also decrease if the stock market goes down. If the
value of the Fund's portfolio decreases, the Fund's net asset value
(NAV) will also decrease, which means if you sell your shares in the
Fund you would get back less money.

An investment in the Fund is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

2 Janus Adviser Series
<PAGE>

The following information provides some indication of the risks of
investing in Growth Fund by showing how Growth Fund's performance has
varied over time. The Fund commenced operations on August 1, 2000,
after the reorganization of the Retirement Shares of Janus Aspen
Series into Janus Adviser Series. The returns for the Fund reflect the
performance of the Retirement Shares of Janus Aspen Series prior to
the reorganization. (The performance of the Retirement Shares prior to
May 1, 1997 reflects the performance of a different class of Janus
Aspen Series, restated to reflect the fees and expenses of the
Retirement Shares on May 1, 1997, ignoring any fee and expense
limitations.) The bar chart depicts the change in performance from
year to year during the period indicated. The table compares the
Fund's average annual returns for the periods indicated to a
broad-based securities market index.

GROWTH FUND

Annual Returns for Periods Ended 12/31

2.31% 29.47% 17.64% 21.74% 34.99% 43.98%
1994 1995 1996 1997 1998 1999

Best Quarter: 4th-1998 27.58% Worst Quarter: 3rd-1998 (11.04%)

Average annual total return for periods ended 12/31/99
------------------------------------------------------

<TABLE>
<CAPTION>
Since Inception
of Predecessor Fund
1 year 5 years (9/13/93)
<S> <C> <C> <C>
Growth Fund 43.98% 29.25% 23.49%
S&P 500 Index* 21.03% 28.54% 22.68%
----------------------------------------
</TABLE>

* The S&P 500 is the Standard & Poor's Composite Index of 500 stocks,
a widely recognized, unmanaged index of common stock prices.

Growth Fund's past performance does not necessarily indicate how it
will perform in the future.

Risk return summary 3
<PAGE>

FEES AND EXPENSES

SHAREHOLDER FEES, such as sales loads, redemption fees or exchange
fees, are charged directly to an investor's account. The Fund is a
no-load investment, so you will not pay any shareholder fees when you
buy or sell shares of the Fund.

ANNUAL FUND OPERATING EXPENSES are paid out of the Fund's assets and
include fees for portfolio management, maintenance of shareholder
accounts, shareholder servicing, accounting and other services. You do
not pay these fees directly but, as the example below shows, these
costs are borne indirectly by all shareholders.

<TABLE>
<CAPTION>
Total Annual Fund Total Annual Fund
Distribution Operating Operating
Management (12b-1) Other Expenses Total Expenses
Fee Fees(1) Expenses Without Waivers(2) Waivers With Waivers(2)
<S> <C> <C> <C> <C> <C> <C>
International Fund 0.65% 0.25% 0.29% 1.19% 0.02% 1.17%
</TABLE>

--------------------------------------------------------------------------------

(1) Long-term shareholders may pay more than the economic equivalent of
the maximum front-end sales charges permitted by the National
Association of Securities Dealers, Inc.

(2) All expenses are stated both with and without contractual waivers by
Janus Capital. Total annual fund operating expenses without waivers
for the Fund formed from the reorganization of Janus Aspen Series
Retirement Shares (Predecessor Fund) are estimated to be higher than
the Predecessor Fund's because the new Fund will initially be smaller
in size. However, Janus Capital has contractually agreed to waive the
reorganized Fund's total operating expenses (excluding brokerage
commissions, interest, taxes and extraordinary expenses) to the level
indicated until at least July 31, 2003 (which is based on the expense
ratio of the Predecessor Fund). These waivers are first applied
against the Management Fee and then against Other Expenses.
--------------------------------------------------------------------------------

EXAMPLE:
THE FOLLOWING EXAMPLE IS BASED ON EXPENSES WITHOUT WAIVERS. This example
is intended to help you compare the cost of investing in the Fund with
the cost of investing in other mutual funds. The example assumes that
you invest $10,000 in the Fund for the time periods indicated, and then
redeem all of your shares at the end of those periods. The example also
assumes that your investment has a 5% return each year, and that the
Fund's operating expenses remain the same. Although your actual costs
may be higher or lower, based on these assumptions your costs would be:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
-----------------------------------------------
<S> <C> <C> <C> <C>
Growth Fund $121 $378 $654 $1,443
</TABLE>

4 Janus Adviser Series
<PAGE>
Investment objective, principal investment
strategies and risks

INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

This section takes a closer look at the investment objective of Growth
Fund, its principal investment strategies and certain risks of
investing in Growth Fund. Strategies and policies that are noted as
"fundamental" cannot be changed without a shareholder vote.

Please carefully review the "Risks" section of this Prospectus on
pages 8-9 for a discussion of risks associated with current investment
techniques. We've also included a Glossary with descriptions of
investment terms used throughout this Prospectus.

Growth Fund seeks long-term growth of capital in a manner consistent
with the preservation of capital. It pursues its objective by
investing primarily in common stocks selected for their growth
potential. Although the Fund can invest in companies of any size, it
generally invests in larger, more established companies.

The following questions and answers are designed to help you better understand
Growth Fund's principal investment strategies.

1. HOW ARE COMMON STOCKS SELECTED?

The Fund may invest substantially all of its assets in common stocks
if the portfolio manager believes that common stocks will appreciate
in value. The portfolio manager generally takes a "bottom up" approach
to selecting companies. In other words, he seeks to identify
individual companies with earnings growth potential that may not be
recognized by the market at large. He makes this assessment by looking
at companies one at a time, regardless of size, country of
organization, place of principal business activity, or other similar
selection criteria. Realization of income is not a significant
consideration when choosing investments for the Fund. Income realized
on the Fund's investments will be incidental to its objective.

2. ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?

Generally, yes. The portfolio manager seeks companies that meet his
selection criteria, regardless of where a company is located. Foreign
securities are generally selected on a stock-by-stock basis without
regard to any defined allocation among countries or geographic
regions. However, certain factors such as expected levels of
inflation, government policies influencing business conditions, the
outlook for currency relationships, and prospects for economic growth
among countries, regions or geographic areas may warrant greater
consideration in selecting foreign securities. There are no
limitations on the countries in which the Fund may invest and the Fund
may at times have significant foreign exposure.

3. WHAT IS A "SPECIAL SITUATION"?

The Fund may invest in special situations. A special situation arises
when the portfolio manager believes that the securities of an issuer
will be recognized and appreciate in value due to a specific
development with respect to that issuer. Special situations may
include significant changes in a company's allocation of its existing
capital, a restructuring of assets, or a redirection of free cash
flows. For example, issuers undergoing significant capital changes may
include companies involved in spin-offs, sales of divisions, mergers
or acquisitions, companies emerging from bankruptcy, or companies
initiating large changes in their debt to equity ratio. Companies that
are redirecting cash flows may be reducing debt, repurchasing shares
or paying dividends. Special situations may also result from (i)
significant changes in industry structure through regulatory
developments or shifts in competition; (ii) a new or improved product,
service, operation or technological advance; (iii) changes in senior
management; or (iv) significant changes in cost structure.

Investment objective, principal investment strategies and risks 5
<PAGE>

4. WHAT DOES "MARKET CAPITALIZATION" MEAN?

Market capitalization is the most commonly used measure of the size
and value of a company. It is computed by multiplying the current
market price of a share of the company's stock by the total number of
its shares outstanding. Although Growth Fund does not emphasize
companies of any particular size, a Fund with a larger asset base is
more likely to invest in larger, more established issuers.

GENERAL PORTFOLIO POLICIES

In investing its portfolio assets, the Fund will follow the general
policies listed below. The percentage limitations included in these
policies and elsewhere in this Prospectus apply at the time of
purchase of the security. So, for example, if the Fund exceeds a limit
as a result of market fluctuations or the sale of other securities, it
will not be required to dispose of any securities.

CASH POSITION
When the portfolio manager believes that market conditions are
unfavorable for profitable investing, or when he is otherwise unable
to locate attractive investment opportunities, the Fund's cash or
similar investments may increase. In other words, the Fund does not
always stay fully invested in stocks and bonds. Cash or similar
investments generally are a residual - they represent the assets that
remain after the portfolio manager has committed available assets to
desirable investment opportunities. However, the portfolio manager may
also temporarily increase the Fund's cash position to protect its
assets or maintain liquidity.

When the Fund's investments in cash or similar investments increase,
it may not participate in market advances or declines to the same
extent that it would if the Fund remained more fully invested in
stocks or bonds.

OTHER TYPES OF INVESTMENTS
Growth Fund invests primarily in domestic and foreign equity
securities, which may include preferred stocks, common stocks,
warrants and securities convertible into common or preferred stocks.
The Fund may also invest to a lesser degree in other types of
securities. These securities (which are described in the Glossary) may
include:

- debt securities

- indexed/structured securities

- high-yield/high-risk bonds (less than 35% of the Fund's assets)

- options, futures, forwards, swaps and other types of derivatives for
hedging purposes or for non-hedging purposes such as seeking to
enhance return

- securities purchased on a when-issued, delayed delivery or forward
commitment basis

ILLIQUID INVESTMENTS
The Fund may invest up to 15% of its net assets in illiquid
investments. An illiquid investment is a security or other position
that cannot be disposed of quickly in the normal course of business.
For example, some securities are not registered under U.S. securities
laws and cannot be sold to the U.S. public because of SEC regulations
(these are known as "restricted securities"). Under procedures adopted
by the Fund's Trustees, certain restricted securities may be deemed
liquid, and will not be counted toward this 15% limit.

6 Janus Adviser Series
<PAGE>

FOREIGN SECURITIES
The Fund may invest without limit in foreign equity and debt
securities. The Fund may invest directly in foreign securities
denominated in a foreign currency and not publicly traded in the
United States. Other ways of investing in foreign securities include
depositary receipts or shares, and passive foreign investment
companies.

SPECIAL SITUATIONS
The Fund may invest in special situations. A special situation arises
when, in the opinion of the Fund's portfolio manager, the securities
of a particular issuer will be recognized and appreciate in value due
to a specific development with respect to that issuer. Developments
creating a special situation might include, among others, a new
product or process, a technological breakthrough, a management change
or other extraordinary corporate event, or differences in market
supply of and demand for the security. The Fund's performance could
suffer if the anticipated development in a "special situation"
investment does not occur or does not attract the expected attention.

PORTFOLIO TURNOVER
The Fund generally intends to purchase securities for long-term
investment although, to a limited extent, the Fund may purchase
securities in anticipation of relatively short-term price gains.
Short-term transactions may also result from liquidity needs,
securities having reached a price or yield objective, changes in
interest rates or the credit standing of an issuer, or by reason of
economic or other developments not foreseen at the time of the
investment decision. The Fund may also sell one security and
simultaneously purchase the same or a comparable security to take
advantage of short-term differentials in bond yields or securities
prices. Changes are made in the Fund's portfolio whenever the
portfolio manager believes such changes are desirable. Portfolio
turnover rates are generally not a factor in making buy and sell
decisions.

Increased portfolio turnover may result in higher costs for brokerage
commissions, dealer mark-ups and other transaction costs and may also
result in taxable capital gains. Higher costs associated with
increased portfolio turnover may offset gains in the Fund's
performance.

Investment objective, principal investment strategies and risks 7
<PAGE>

RISKS FOR GROWTH FUND

Because the Fund may invest substantially all of its assets in common
stocks, the main risk is the risk that the value of the stocks it
holds might decrease in response to the activities of an individual
company or in response to general market and/or economic conditions.
If this occurs, the Fund's share price may also decrease. The Fund's
performance may also be affected by risks specific to certain types of
investments, such as foreign securities, derivative investments,
non-investment grade bonds, initial public offerings (IPOs) or
companies with relatively small market capitalizations. IPOs and other
investment techniques may have a magnified performance impact on a
fund with a small asset base. A fund may not experience similar
performance as its assets grow.

The following questions and answers are designed to help you better understand
some of the risks of investing in Growth Fund.

1. THE FUND MAY INVEST IN SMALLER OR NEWER COMPANIES. DOES THIS CREATE ANY
SPECIAL RISKS?

Many attractive investment opportunities may be smaller, start-up
companies offering emerging products or services. Smaller or newer
companies may suffer more significant losses as well as realize more
substantial growth than larger or more established issuers because
they may lack depth of management, be unable to generate funds
necessary for growth or potential development, or be developing or
marketing new products or services for which markets are not yet
established and may never become established. In addition, such
companies may be insignificant factors in their industries and may
become subject to intense competition from larger or more established
companies. Securities of smaller or newer companies may have more
limited trading markets than the markets for securities of larger or
more established issuers, and may be subject to wide price
fluctuations. Investments in such companies tend to be more volatile
and somewhat more speculative.

2. HOW COULD THE FUND'S INVESTMENTS IN FOREIGN SECURITIES AFFECT ITS
PERFORMANCE?

The Fund may invest without limit in foreign securities either
indirectly (e.g., depositary receipts) or directly in foreign markets.
Investments in foreign securities, including those of foreign
governments, may involve greater risks than investing in domestic
securities because the Fund's performance may depend on issues other
than the performance of a particular company. These issues include:

- CURRENCY RISK. As long as the Fund holds a foreign security, its
value will be affected by the value of the local currency relative
to the U.S. dollar. When the Fund sells a foreign denominated
security, its value may be worth less in U.S. dollars even if the
security increases in value in its home country. U.S. dollar
denominated securities of foreign issuers may also be affected by
currency risk.

- POLITICAL AND ECONOMIC RISK. Foreign investments may be subject to
heightened political and economic risks, particularly in emerging
markets which may have relatively unstable governments, immature
economic structures, national policies restricting investments by
foreigners, different legal systems, and economies based on only a
few industries. In some countries, there is the risk that the
government may take over the assets or operations of a company or
that the government may impose taxes or limits on the removal of the
Fund's assets from that country.

- REGULATORY RISK. There may be less government supervision of foreign
markets. As a result, foreign issuers may not be subject to the
uniform accounting, auditing and financial reporting standards and
practices applicable to domestic issuers and there may be less
publicly available information about foreign issuers.

8 Janus Adviser Series
<PAGE>

- MARKET RISK. Foreign securities markets, particularly those of
emerging market countries, may be less liquid and more volatile than
domestic markets. Certain markets may require payment for securities
before delivery and delays may be encountered in settling securities
transactions. In some foreign markets, there may not be protection
against failure by other parties to complete transactions.

- TRANSACTION COSTS. Costs of buying, selling and holding foreign
securities, including brokerage, tax and custody costs, may be
higher than those involved in domestic transactions.

3. ARE THERE SPECIAL RISKS ASSOCIATED WITH INVESTMENTS IN HIGH-YIELD/HIGH-RISK
BONDS?

High-yield/high-risk bonds (or "junk" bonds) are bonds rated below
investment grade by the primary rating agencies such as Standard &
Poor's and Moody's. The value of lower quality bonds generally is more
dependent on credit risk, or the ability of the issuer to meet
interest and principal payments, than investment grade bonds. Issuers
of high-yield bonds may not be as strong financially as those issuing
bonds with higher credit ratings and are more vulnerable to real or
perceived economic changes, political changes or adverse developments
specific to the issuer.

Please refer to the SAI for a description of bond rating categories.

4. HOW DOES THE FUND TRY TO REDUCE RISK?

The Fund may use futures, options, swaps and other derivative
instruments to "hedge" or protect its portfolio from adverse movements
in securities prices and interest rates. The Fund may also use a
variety of currency hedging techniques, including forward currency
contracts, to manage exchange rate risk. The portfolio manager
believes the use of these instruments will benefit the Fund. However,
the Fund's performance could be worse than if the Fund had not used
such instruments if the portfolio manager's judgement proves
incorrect. Risks associated with the use of derivative instruments are
described in the SAI.

Investment objective, principal investment strategies and risks 9
<PAGE>
Management of the Fund

INVESTMENT ADVISER

Janus Capital, 100 Fillmore Street, Denver, Colorado 80206-4928, is
the investment adviser to the Fund and is responsible for the
day-to-day management of the investment portfolio and other business
affairs of the Fund.

Janus Capital began serving as investment adviser to Janus Fund in
1970 and currently serves as investment adviser to all of the Janus
retail funds, acts as sub-adviser for a number of private-label mutual
funds and provides separate account advisory services for
institutional accounts.

Janus Capital furnishes continuous advice and recommendations
concerning the Fund's investments. Janus Capital also furnishes
certain administrative, compliance and accounting services for the
Fund, and may be reimbursed by the Fund for its costs in providing
those services. In addition, Janus Capital employees serve as officers
of the Trust and Janus Capital provides office space for the Fund and
pays the salaries, fees and expenses of all Fund officers and those
Trustees who are affiliated with Janus Capital.

Retirement plan service providers, brokers, bank trust departments,
financial advisers and other financial intermediaries may receive fees
for providing recordkeeping, subaccounting and other administrative
services to their customers in connection with investment in the Fund.

MANAGEMENT EXPENSES AND EXPENSE LIMITS

The Fund pays Janus Capital a management fee which is calculated daily
and paid monthly. The Fund's advisory agreement spells out the
management fee and other expenses that the Fund must pay. The Fund is
subject to the following management fee schedule (expressed as an
annual rate). In addition, the Fund incurs expenses not assumed by
Janus Capital, including the administrative services fee, distribution
fee, transfer agent and custodian fees and expenses, legal and
auditing fees, printing and mailing costs of sending reports and other
information to existing shareholders, and independent Trustees' fees
and expenses.

<TABLE>
<CAPTION>
Average Daily
Net Assets Annual Rate Expense Limit
Fee Schedule of Fund Percentage (%) Percentage (%)(1)
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Growth Fund All Asset Levels 0.65 0.67
-------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Janus Capital has agreed to limit the Fund's total operating expenses
(excluding the distribution fee, administrative services fee, brokerage
commissions, interest, taxes and extraordinary expenses) as indicated until
at least July 31, 2003.

10 Janus Adviser Series
<PAGE>

INVESTMENT PERSONNEL

PORTFOLIO MANAGER

BLAINE P. ROLLINS
--------------------------------------------------------------------------------
is Executive Vice President and portfolio manager of Janus
Adviser Growth Fund, which he has managed since inception. He is
also Executive Vice President and portfolio manager of Janus
Aspen Growth Portfolio, which he has managed since January 2000.
He previously managed Janus Aspen Balanced Portfolio from May
1996 to December 1999 and Janus Aspen Equity Income Portfolio
from its inception to December 1999. Mr. Rollins joined Janus
Capital in 1990 and has managed Janus Fund since January 2000,
Janus Balanced Fund from January 1996 through December 1999 and
Janus Equity Income Fund from inception until December 1999. He
was an assistant portfolio manager of Janus Fund from January
1994 through December 1999. Mr. Rollins joined Janus Capital in
1990 and gained experience as a fixed-income trader and equity
research analyst prior to managing Janus Balanced Fund and Janus
Aspen Balanced Portfolio. He holds a Bachelor of Science in
Finance from the University of Colorado and he has earned the
right to use the Chartered Financial Analyst designation.

ASSISTANT PORTFOLIO MANAGERS

DAVID C. DECKER
--------------------------------------------------------------------------------
is an assistant portfolio manager of Janus Adviser Growth Fund.
He is also Executive Vice President and portfolio manager of
Janus Adviser Strategic Value Fund, Janus Aspen Strategic Value
Portfolio, Janus Special Situations Fund and Janus Strategic
Value Fund, which he has managed since inception, and an
assistant portfolio manager of Janus Aspen Growth Portfolio and
Janus Fund. He joined Janus Capital in 1992 as a research analyst
and focused on companies in the automotive and defense industries
prior to managing Janus Special Situations Fund. He obtained his
Master of Business Administration in Finance from the Fuqua
School of Business at Duke University and a Bachelor of Arts in
Economics and Political Science from Tufts University. Mr. Decker
has earned the right to use the Chartered Financial Analyst
designation.

JOHN H. SCHREIBER
--------------------------------------------------------------------------------
is an assistant portfolio manager of Janus Adviser Growth Fund,
Janus Aspen Growth Portfolio and Janus Fund. Mr. Schreiber joined
Janus Capital in 1997 as an equity research analyst. Prior to
joining Janus, he was an equity analyst with Fidelity
Investments. Mr. Schreiber holds a Bachelor of Science degree in
Mechanical Engineering from the University of Washington and a
Master of Business Administration from Harvard University. He has
earned the right to use the Chartered Financial Analyst
designation.

Management of the Fund 11
<PAGE>
Other information

ADMINISTRATIVE SERVICES FEE

Janus Service Corporation, the Trust's transfer agent, receives an
administrative services fee at an annual rate of up to 0.25% of the
average daily net assets of the Fund for providing or procuring
recordkeeping, subaccounting and other administrative services to
investors in the shares. Janus Service expects to use a significant
portion of this fee to compensate retirement plan service providers,
brokers, bank trust departments, financial advisers and other
financial intermediaries for providing these services to their
customers.

DISTRIBUTION FEE

Under a distribution and service plan adopted in accordance with Rule
12b-1 under the 1940 Act, the Fund may pay Janus Distributors, Inc.,
the Trust's distributor, a fee at an annual rate of up to 0.25% of the
average daily net assets of the Fund. Under the terms of the Plan, the
Trust is authorized to make payments to Janus Distributors for
remittance to retirement plan service providers, brokers, bank trust
departments, financial advisers and other financial intermediaries, as
compensation for distribution and shareholder servicing performed by
such entities. Because 12b-1 fees are paid out of the Fund's assets on
an ongoing basis, they will increase the cost of your investment and
may cost you more than paying other types of sales charges.

DISTRIBUTION OF THE FUND

The Fund is distributed by Janus Distributors, Inc., a member of the
National Association of Securities Dealers, Inc. ("NASD"). To obtain
information about NASD member firms and their associated persons, you
may contact NASD Regulation, Inc. at www.nasdr.com, or the Public
Disclosure Hotline at 800-289-9999. An investor brochure containing
information describing the Public Disclosure Program is available from
NASD Regulation, Inc.

12 Janus Adviser Series
<PAGE>
Distributions and taxes

DISTRIBUTIONS

To avoid taxation of the Fund, the Internal Revenue Code requires the
Fund to distribute net income and any net capital gains realized on
its investments annually. The Fund's income from dividends and
interest and any net realized short-term gains are paid to
shareholders as ordinary income dividends. Net realized long-term
gains are paid to shareholders as capital gains distributions.

DISTRIBUTION SCHEDULE

Dividends and capital gains are normally declared and paid in
December.

HOW DISTRIBUTIONS AFFECT NAV

Distributions are paid to shareholders as of the record date of the
distribution of the Fund, regardless of how long the shares have been
held. Undistributed income and realized gains are included in the
Fund's daily NAV. The share price of the Fund drops by the amount of
the distribution, net of any subsequent market fluctuations. As an
example, assume that on December 31, Growth Fund declared a dividend
in the amount of $0.25 per share. If Growth Fund's share price was
$10.00 on December 30, the Fund's share price on December 31 would be
$9.75, barring market fluctuations. Shareholders should be aware that
distributions from a taxable mutual fund are not value-enhancing and
may create income tax obligations.

"BUYING A DIVIDEND"

If you purchase shares of the Fund just before the distribution, you
will pay the full price for the shares and receive a portion of the
purchase price back as a taxable distribution. This is referred to as
"buying a dividend." In the above example, if you bought shares on
December 30, you would have paid $10.00 per share. On December 31, the
Fund would pay you $0.25 per share as a dividend and your shares would
now be worth $9.75 per share. Unless your account is set up as a
tax-deferred account, dividends paid to you would be included in your
gross income for tax purposes, even though you may not have
participated in the increase in NAV of the Fund, whether or not you
reinvested the dividends.

For your convenience, Fund distributions of dividends and capital
gains are automatically reinvested in the Fund. To receive
distributions in cash, contact your financial intermediary. Either
way, the distributions may be subject to taxes, unless your shares are
held in a qualified tax-deferred plan or account.

TAXES

As with any investment, you should consider the tax consequences of
investing in the Fund. Any time you sell or exchange shares of a fund
in a taxable account, it is considered a taxable event. Depending on
the purchase price and the sale price, you may have a gain or loss on
the transaction. Any tax liabilities generated by your transactions
are your responsibility.

The following discussion is not a complete analysis of the federal tax
implications of investing in the Fund. You may wish to consult your
own tax adviser. Additionally, state or local taxes may apply to your
investment, depending upon the laws of your state of residence.

TAXES ON DISTRIBUTIONS

Dividends and distributions of the Fund are subject to federal income
tax, regardless of whether the distribution is made in cash or
reinvested in additional shares of the Fund. Distributions may be
taxable at different rates depending on the length of time the Fund
holds a security. In certain states, a portion of the

Distributions and taxes 13
<PAGE>

dividends and distributions (depending on the sources of the Fund's
income) may be exempt from state and local taxes. Information
regarding the tax status of income dividends and capital gains
distributions will be mailed to shareholders on or before January 31st
of each year. Your financial intermediary will provide this
information to you. Account tax information will also be sent to the
IRS.

Income dividends or capital gains distributions made by the Fund
purchased through a qualified retirement plan will generally be exempt
from current taxation if left to accumulate within the qualified plan.
Generally, withdrawals from qualified plans may be subject to ordinary
income tax and, if made before age 59 1/2, a 10% penalty tax. The tax
status of your investment depends on the features of your qualified
plan. For further information, please contact your plan sponsor.

TAXATION OF THE FUND

Dividends, interest and some gains received by the Fund on foreign
securities may be subject to tax withholding or other foreign taxes.
The Fund may from year to year make the election permitted under
Section 853 of the Internal Revenue Code to pass through such taxes to
shareholders as a foreign tax credit. If such election is not made,
any foreign taxes paid or accrued will represent an expense to the
Fund which will reduce its investment income.

The Fund does not expect to pay any federal income or excise taxes
because it intends to meet certain requirements of the Internal
Revenue Code.

14 Janus Adviser Series
<PAGE>
Shareholder's guide

INVESTORS MAY NOT PURCHASE OR REDEEM SHARES OF THE FUND DIRECTLY.
SHARES MAY BE PURCHASED OR REDEEMED ONLY THROUGH RETIREMENT PLANS,
BROKERS, BANK TRUST DEPARTMENTS, FINANCIAL ADVISERS OR OTHER FINANCIAL
INTERMEDIARIES. CONTACT YOUR FINANCIAL INTERMEDIARY OR REFER TO YOUR
PLAN DOCUMENTS FOR INSTRUCTIONS ON HOW TO PURCHASE, REDEEM OR EXCHANGE
SHARES.

PRICING OF FUND SHARES

Investments will be processed at the NAV next determined after an
order is received and accepted by the Fund or its agent. In order to
receive a day's price, your order must be received by the close of the
regular trading session of the New York Stock Exchange any day that
the NYSE is open. Securities of the Fund are valued at market value
or, if a market quotation is not readily available, at their fair
value determined in good faith under procedures established by and
under the supervision of the Trustees. Short-term instruments maturing
within 60 days are valued at amortized cost, which approximates market
value. See the SAI for more detailed information.

To the extent the Fund holds securities that are primarily listed on
foreign exchanges that trade on weekends or other days when the Fund
does not price its shares, the NAV of the Fund's shares may change on
days when shareholders will not be able to purchase or redeem the
Fund's shares.

PURCHASES

Purchases of Fund shares may be made only through institutional
channels such as retirement plans and financial intermediaries.
Contact your financial intermediary or refer to your plan documents
for information on how to invest in the Fund. Only certain financial
intermediaries are authorized to receive purchase orders on the Fund's
behalf. Financial intermediaries must maintain a $100,000 minimum
aggregate account balance in the Fund, except for defined contribution
plans and broker wrap accounts.

The Fund does not permit frequent trading or market timing. Excessive
purchases of Fund shares disrupt portfolio management and drive Fund
expenses higher. The Fund reserves the right to reject any specific
purchase order. Purchase orders may be refused if, in Janus Capital's
opinion, they are of a size that would disrupt the management of the
Fund. Although there is no present intention to do so, the Fund may
discontinue sales of its shares if management and the Trustees believe
that continued sales may adversely affect the Fund's ability to
achieve its investment objective. If sales of the Fund's shares are
discontinued, it is expected that existing plan participants and other
shareholders invested in the Fund would be permitted to continue to
authorize investments in the Fund and to reinvest any dividends or
capital gains distributions, absent highly unusual circumstances.

EXCHANGES

Contact your financial intermediary or consult your plan documents to
exchange into other Funds in Janus Adviser Series. Be sure to read the
prospectus of the Fund you are exchanging into. An exchange is a
taxable transaction (except for qualified plan accounts).

- You may exchange shares of the Fund only for shares of another Fund
in Janus Adviser Series offered through your financial intermediary
or qualified plan.

- You must meet the minimum investment amount for the Fund.

- The exchange privilege is not intended as a vehicle for short-term
or excessive trading. The Fund does not permit frequent trading or
market timing. Excessive exchanges of Fund shares disrupt portfolio
management and drive Fund expenses higher. The Fund may suspend or
terminate your exchange privilege if you engage in an excessive
pattern of exchanges.

Shareholder's guide 15
<PAGE>

REDEMPTIONS

Redemptions, like purchases, may be effected only through retirement
plans and financial intermediaries. Please contact your financial
intermediary or refer to the appropriate plan documents for details.

Shares of the Fund may be redeemed on any business day. Redemptions
are processed at the NAV next calculated after receipt and acceptance
of the redemption order by the Fund or its agent. Redemption proceeds
will normally be wired the business day following receipt of the
redemption order, but in no event later than seven days after receipt
of such order.

FREQUENT TRADING

Frequent trading of Fund shares in response in short-term fluctuations
in the market -- also known as "market timing" -- may make it very
difficult to manage the Fund's investments. The Fund does not permit
frequent trading or market timing. When market timing occurs, the Fund
may have to sell portfolio securities to have the cash necessary to
redeem the market timer's shares. This can happen at a time when it is
not advantageous to sell any securities, which may harm the Fund's
performance. When large dollar amounts are involved, market timing can
also make it difficult to use long-term investment strategies because
the portfolio manager cannot predict how much cash the Fund will have
to invest. When in Janus Capital's opinion such activity would have a
disruptive effect on portfolio management, the Fund reserves the right
to refuse purchase orders and exchanges into the Fund by any person,
group or commonly controlled account. The Fund may notify a market
timer of rejection of a purchase or exchange order after the day the
order is placed. If the Fund allows a market timer to trade Fund
shares, it may require the market timer to enter into a written
agreement to follow certain procedures and limitations.

SHAREHOLDER COMMUNICATIONS

Shareholders will receive annual and semiannual reports including the
financial statements of the Fund that they have authorized for
investment. Each report from their financial intermediaries will show
the investments owned by the Fund and the market values thereof, as
well as other information about the Fund and its operations. The
Trust's fiscal year ends July 31.

16 Janus Adviser Series
<PAGE>
Financial highlights

Growth Fund commenced operations on August 1, 2000, after the
reorganization of the Retirement Shares of Janus Aspen Series into
Janus Adviser Series. The financial highlights presented below are for
the Retirement Shares of the predecessor fund of Janus Aspen Series
(from inception of the Retirement Shares through December 31st of each
fiscal period shown). Items 1 through 8 reflect financial results for
a single Share. The total returns in the table represent the rate that
an investor would have earned (or lost) on an investment in the
Retirement Shares of the predecessor fund (assuming reinvestment of
all dividends and distributions). This information has been audited by
PricewaterhouseCoopers LLP, whose report, along with the Janus Aspen
Series' financial statements, is included in the Annual Report, which
is available upon request and incorporated by reference into the SAI.

<TABLE>
<CAPTION>
GROWTH PORTFOLIO -
RETIREMENT SHARES
---------------------------------------------------------------------------------------------------------
Periods ending December 31
1999 1998 1997(1)
<S> <C> <C> <C>
1. NET ASSET VALUE, BEGINNING OF PERIOD $23.45 $18.46 $16.18

INCOME FROM INVESTMENT OPERATIONS:
2. Net investment income 0.07 (0.03) 0.04
3. Net gains or losses on securities (both realized and
unrealized) 10.25 6.32 2.71
4. Total from investment operations 10.32 6.29 2.75

LESS DISTRIBUTIONS:
5. Dividends (from net investment income) -- -- (0.10)
6. Distributions (from capital gains) (0.14) (1.30) (0.37)
7. Total distributions (0.14) (1.30) (0.47)
8. NET ASSET VALUE, END OF PERIOD $33.63 $23.45 $18.46
9. Total return* 43.98% 34.99% 17.22%
10. Net assets, end of period (in thousands) $59,334 $18 $12
11. Average net assets for the period (in thousands) $12,209 $13 $11
12. Ratio of gross expenses to average net assets**(3) 1.17%(2) 1.18%(2) 1.20%(2)
13. Ratio of net expenses to average net assets**(4) 1.17% 1.18% 1.20%
14. Ratio of net investment income to average net assets** (0.25%) (0.23%) 0.29%
15. Portfolio turnover rate** 53% 73% 122%
---------------------------------------------------------------------------------------------------------
</TABLE>

* Total return not annualized for periods of less than one year.
** Annualized for periods of less than one full year.
(1) May 1, 1997 (inception) to December 31, 1997.
(2) The ratio was 1.19% in 1999, 1.25% in 1998 and 1.28% in 1997 before
reduction of the management fees to the effective rate of Janus Fund.
(3) The expense ratio reflects expenses prior to any expense offset
arrangements.
(4) The expense ratio reflects expenses after any expense offset arrangements.

Financial highlights 17
<PAGE>
Glossary of investment terms

This glossary provides a more detailed description of some of the
types of securities and other instruments in which the Fund may
invest. The Fund may invest in these instruments to the extent
permitted by its investment objective and policies. The Fund is not
limited by this discussion and may invest in any other types of
instruments not precluded by the policies discussed elsewhere in this
Prospectus. Please refer to the SAI for a more detailed discussion of
certain instruments.

I. EQUITY AND DEBT SECURITIES

BONDS are debt securities issued by a company, municipality,
government or government agency. The issuer of a bond is required to
pay the holder the amount of the loan (or par value of the bond) at a
specified maturity and to make scheduled interest payments.

COMMERCIAL PAPER is a short-term debt obligation with a maturity
ranging from 1 to 270 days issued by banks, corporations and other
borrowers to investors seeking to invest idle cash. The Fund may
purchase commercial paper issued in private placements under Section
4(2) of the Securities Act of 1933.

COMMON STOCKS are equity securities representing shares of ownership
in a company and usually carry voting rights and earns dividends.
Unlike preferred stock, dividends on common stock are not fixed but
are declared at the discretion of the issuer's board of directors.

CONVERTIBLE SECURITIES are preferred stocks or bonds that pay a fixed
dividend or interest payment and are convertible into common stock at
a specified price or conversion ratio.

DEBT SECURITIES are securities representing money borrowed that must
be repaid at a later date. Such securities have specific maturities
and usually a specific rate of interest or an original purchase
discount.

DEPOSITARY RECEIPTS are receipts for shares of a foreign-based
corporation that entitle the holder to dividends and capital gains on
the underlying security. Receipts include those issued by domestic
banks (American Depositary Receipts), foreign banks (Global or
European Depositary Receipts) and broker-dealers (depositary shares).

FIXED-INCOME SECURITIES are securities that pay a specified rate of
return. The term generally includes short-and long-term government,
corporate and municipal obligations that pay a specified rate of
interest or coupons for a specified period of time, and preferred
stock, which pays fixed dividends. Coupon and dividend rates may be
fixed for the life of the issue or, in the case of adjustable and
floating rate securities, for a shorter period.

HIGH-YIELD/HIGH-RISK BONDS are bonds that are rated below investment
grade by the primary rating agencies (e.g., BB or lower by Standard &
Poor's and Ba or lower by Moody's). Other terms commonly used to
describe such bonds include "lower rated bonds," "noninvestment grade
bonds" and "junk bonds."

MORTGAGE- AND ASSET-BACKED SECURITIES are shares in a pool of
mortgages or other debt. These securities are generally pass-through
securities, which means that principal and interest payments on the
underlying securities (less servicing fees) are passed through to
shareholders on a pro rata basis. These securities involve prepayment
risk, which is the risk that the underlying mortgages or other debt
may be refinanced or paid off prior to their maturities during periods
of declining interest rates. In that case, the portfolio manager may
have to reinvest the proceeds from the securities at a lower rate.
Potential market gains on a security subject to prepayment risk may be
more limited than potential market gains on a comparable security that
is not subject to prepayment risk.

PASSIVE FOREIGN INVESTMENT COMPANIES (PFICS) are any foreign
corporations which generate certain amounts of passive income or hold
certain amounts of assets for the production of passive income.
Passive income includes dividends, interest, royalties, rents and
annuities. To avoid taxes and interest that the

18 Janus Adviser Series
<PAGE>

Fund must pay if these investments are profitable, the Fund may make
various elections permitted by the tax laws. These elections could
require that the Fund recognize taxable income, which in turn must be
distributed, before the securities are sold and before cash is
received to pay the distributions.

PAY-IN-KIND BONDS are debt securities that normally give the issuer an
option to pay cash at a coupon payment date or give the holder of the
security a similar bond with the same coupon rate and a face value
equal to the amount of the coupon payment that would have been made.

PREFERRED STOCKS are equity securities that generally pay dividends at
a specified rate and have preference over common stock in the payment
of dividends and liquidation. Preferred stock generally does not carry
voting rights.

REPURCHASE AGREEMENTS involve the purchase of a security by the Fund
and a simultaneous agreement by the seller (generally a bank or
dealer) to repurchase the security from the Fund at a specified date
or upon demand. This technique offers a method of earning income on
idle cash. These securities involve the risk that the seller will fail
to repurchase the security, as agreed. In that case, the Fund will
bear the risk of market value fluctuations until the security can be
sold and may encounter delays and incur costs in liquidating the
security.

REVERSE REPURCHASE AGREEMENTS involve the sale of a security by the
Fund to another party (generally a bank or dealer) in return for cash
and an agreement by the Fund to buy the security back at a specified
price and time. This technique will be used primarily to provide cash
to satisfy unusually high redemption requests, or for other temporary
or emergency purposes.

RULE 144A SECURITIES are securities that are not registered for sale
to the general public under the Securities Act of 1933, but that may
be resold to certain institutional investors.

STANDBY COMMITMENTS are obligations purchased by the Fund from a
dealer that give the Fund the option to sell a security to the dealer
at a specified price.

STEP COUPON BONDS are debt securities that trade at a discount from
their face value and pay coupon interest. The discount from the face
value depends on the time remaining until cash payments begin,
prevailing interest rates, liquidity of the security and the perceived
credit quality of the issuer.

STRIP BONDS are debt securities that are stripped of their interest
(usually by a financial intermediary) after the securities are issued.
The market value of these securities generally fluctuates more in
response to changes in interest rates than interest-paying securities
of comparable maturity.

TENDER OPTION BONDS are generally long-term securities that are
coupled with an option to tender the securities to a bank,
broker-dealer or other financial institution at periodic intervals and
receive the face value of the bond. This type of security is commonly
used as a means of enhancing the security's liquidity.

U.S. GOVERNMENT SECURITIES include direct obligations of the U.S.
government that are supported by its full faith and credit. Treasury
bills have initial maturities of less than one year, Treasury notes
have initial maturities of one to ten years and Treasury bonds may be
issued with any maturity but generally have maturities of at least ten
years. U.S. government securities also include indirect obligations of
the U.S. government that are issued by federal agencies and government
sponsored entities. Unlike Treasury securities, agency securities
generally are not backed by the full faith and credit of the U.S.
government. Some agency securities are supported by the right of the
issuer to borrow from the Treasury, others are supported by the
discretionary authority of the U.S. government to purchase the
agency's obligations and others are supported only by the credit of
the sponsoring agency.

Glossary of investment terms 19
<PAGE>

VARIABLE AND FLOATING RATE SECURITIES have variable or floating rates
of interest and, under certain limited circumstances, may have varying
principal amounts. These securities pay interest at rates that are
adjusted periodically according to a specified formula, usually with
reference to some interest rate index or market interest rate. The
floating rate tends to decrease the security's price sensitivity to
changes in interest rates.

WARRANTS are securities, typically issued with preferred stock or
bonds, that give the holder the right to buy a proportionate amount of
common stock at a specified price, usually at a price that is higher
than the market price at the time of issuance of the warrant. The
right may last for a period of years or indefinitely.

WHEN-ISSUED, DELAYED DELIVERY AND FORWARD TRANSACTIONS generally
involve the purchase of a security with payment and delivery at some
time in the future - i.e., beyond normal settlement. The Fund does not
earn interest on such securities until settlement and bear the risk of
market value fluctuations in between the purchase and settlement
dates. New issues of stocks and bonds, private placements and U.S.
government securities may be sold in this manner.

ZERO COUPON BONDS are debt securities that do not pay regular interest
at regular intervals, but are issued at a discount from face value.
The discount approximates the total amount of interest the security
will accrue from the date of issuance to maturity. The market value of
these securities generally fluctuates more in response to changes in
interest rates than interest-paying securities.

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

FORWARD CONTRACTS are contracts to purchase or sell a specified amount
of a financial instrument for an agreed upon price at a specified
time. Forward contracts are not currently exchange traded and are
typically negotiated on an individual basis. The Fund may enter into
forward currency contracts to hedge against declines in the value of
securities denominated in, or whose value is tied to, a currency other
than the U.S. dollar or to reduce the impact of currency appreciation
on purchases of such securities. It may also enter into forward
contracts to purchase or sell securities or other financial indices.

FUTURES CONTRACTS are contracts that obligate the buyer to receive and
the seller to deliver an instrument or money at a specified price on a
specified date. The Fund may buy and sell futures contracts on foreign
currencies, securities and financial indices including interest rates
or an index of U.S. government, foreign government, equity or
fixed-income securities. The Fund may also buy options on futures
contracts. An option on a futures contract gives the buyer the right,
but not the obligation, to buy or sell a futures contract at a
specified price on or before a specified date. Futures contracts and
options on futures are standardized and traded on designated
exchanges.

INDEXED/STRUCTURED SECURITIES are typically short- to
intermediate-term debt securities whose value at maturity or interest
rate is linked to currencies, interest rates, equity securities,
indices, commodity prices or other financial indicators. Such
securities may be positively or negatively indexed (i.e. their value
may increase or decrease if the reference index or instrument
appreciates). Indexed/structured securities may have return
characteristics similar to direct investments in the underlying
instruments and may be more volatile than the underlying instruments.
The Fund bears the market risk of an investment in the underlying
instruments, as well as the credit risk of the issuer.

INTEREST RATE SWAPS involve the exchange by two parties of their
respective commitments to pay or receive interest (e.g., an exchange
of floating rate payments for fixed rate payments).

INVERSE FLOATERS are debt instruments whose interest rate bears an
inverse relationship to the interest rate on another instrument or
index. For example, upon reset the interest rate payable on a security
may go down when the underlying index has risen. Certain inverse
floaters may have an interest rate reset

20 Janus Adviser Series
<PAGE>

mechanism that multiplies the effects of change in the underlying
index. Such mechanism may increase the volatility of the security's
market value.

OPTIONS are the right, but not the obligation, to buy or sell a
specified amount of securities or other assets on or before a fixed
date at a predetermined price. The Fund may purchase and write put and
call options on securities, securities indices and foreign currencies.

Glossary of investment terms 21
<PAGE>

[JANUS LOGO]

1-800-525-0020
100 Fillmore Street
Denver, Colorado 80206-4928
janus.com

You can request other information, including a Statement of
Additional Information for Janus Adviser Series, or an Annual Report
or Semiannual Report of Janus Aspen Series, free of charge, by
contacting your plan sponsor, broker or financial institution. In
the Annual Report, you will find a discussion of the market
conditions and investment strategies that significantly affected the
performance of Janus Aspen Series during the last fiscal year. Other
information is also available from financial intermediaries that
sell shares of the Fund.

The Statement of Additional Information provides detailed
information about the Fund and is incorporated into this Prospectus
by reference. You may review and copy information about the Fund
(including the Fund's Statement of Additional Information) at the
Public Reference Room of the SEC or get text only copies, after
paying a duplicating fee, by sending an electronic request by e-mail
to [email protected] or by writing to or calling the Public
Reference Room, Washington, D.C. 20549-0102 (1-202-942-8090). You
may also obtain reports and other information about the Funds from
the Electronic Data Gathering Analysis and Retrieval (EDGAR)
Database on the SEC's Web site at http://www.sec.gov.

Investment Company Act File No. 811-9885

INSPROADVGROW0700
<PAGE>

[JANUS LOGO]

Janus Adviser Series

PROSPECTUS
JULY 31, 2000

Janus Adviser Aggressive Growth Fund

[JANUS LOGO]

This prospectus describes Janus Adviser Aggressive Growth Fund
("Aggressive Growth Fund" or the "Fund"), a portfolio of Janus
Adviser Series.
<PAGE>

Table of contents

<TABLE>
<S> <C>
RISK/RETURN SUMMARY
Aggressive Growth Fund................................... 2
Fees and expenses........................................ 4
INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES AND
RISKS
Aggressive Growth Fund................................... 5
General portfolio policies............................... 6
Risks for Aggressive Growth Fund......................... 8
MANAGEMENT OF THE FUND
Investment adviser....................................... 10
Management expenses and expense limits................... 10
Investment personnel..................................... 11
OTHER INFORMATION........................................... 12
DISTRIBUTIONS AND TAXES
Distributions............................................ 13
Taxes.................................................... 13
SHAREHOLDER'S GUIDE
Pricing of fund shares................................... 15
Purchases................................................ 15
Exchanges................................................ 15
Redemptions.............................................. 16
Frequent trading......................................... 16
Shareholder communications............................... 16
FINANCIAL HIGHLIGHTS........................................ 17
GLOSSARY
Glossary of investment terms............................. 18

</TABLE>

Table of contents 1
<PAGE>
Risk return summary

AGGRESSIVE GROWTH FUND

Aggressive Growth Fund is designed for long-term investors who seek
growth of capital and who can tolerate the greater risks associated
with common stock investments.

1. WHAT IS THE INVESTMENT OBJECTIVE OF AGGRESSIVE GROWTH FUND?

--------------------------------------------------------------------------------

- AGGRESSIVE GROWTH FUND seeks long-term growth of capital.

2. WHAT ARE THE MAIN INVESTMENT STRATEGIES OF AGGRESSIVE GROWTH FUND?

The Fund may invest without limit in foreign equity and debt
securities and less than 35% of its net assets in high-yield/high risk
bonds.

Aggressive Growth Fund invests primarily in common stocks selected for
their growth potential, and normally invests at least 50% of its
equity assets in medium-sized companies.

3. WHAT ARE THE MAIN RISKS OF INVESTING IN AGGRESSIVE GROWTH FUND?

The biggest risk of investing in this Fund is that its returns may
vary, and you could lose money. If you are considering investing in
Aggressive Growth Fund, remember that it is designed for long-term
investors who can accept the risks of investing in a portfolio with
significant common stock holdings. Common stocks tend to be more
volatile than other investment choices.

Aggressive Growth Fund is nondiversified. In other words, it may hold
larger positions in a smaller number of securities than a diversified
fund. As a result, a single security's increase or decrease in value
may have a greater impact on the Fund's NAV and total return.

An investment in the Fund is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

2 Janus Adviser Series
<PAGE>

The following information provides some indication of the risks of
investing in Aggressive Growth Fund by showing how Aggressive Growth
Fund's performance has varied over time. The Fund commenced operations
on August 1, 2000, after the reorganization of the Retirement Shares
of Janus Aspen Series into Janus Adviser Series. The returns for the
Fund reflect the performance of the Retirement Shares of Janus Aspen
Series prior to the reorganization. (The performance of the Retirement
Shares prior to May 1, 1997 reflects the performance of a different
class of Janus Aspen Series, restated to reflect the fees and expenses
of the Retirement Shares on May 1, 1997, ignoring any fee and expense
limitations.) The bar chart depicts the change in performance from
year to year during the period indicated. The table compares the
Fund's average annual returns for the periods indicated to a
broad-based securities market index.

AGGRESSIVE GROWTH FUND

Annual returns for periods ended 12/31

16.03% 26.92% 7.19% 11.91% 35.58% 124.34%
1994 1995 1996 1997 1998 1999

Best Quarter 4th-1999 59.17% Worst Quarter 3rd-1998 (15.06%)

Average annual total return for periods ended 12/31/99
------------------------------------------------------

<TABLE>
<CAPTION>
Since Inception
of Predecessor Fund
1 year 5 years (9/13/93)
<S> <C> <C> <C>
Aggressive Growth Fund 124.34% 35.47% 33.53%
S&P MidCap 400 Index* 14.72% 23.05% 18.08%
---------------------------------------------
</TABLE>

* The S&P MidCap 400 Index is an unmanaged group of 400 domestic
stocks chosen for their market size, liquidity and industry group
representation.

Aggressive Growth Fund's past performance does not necessarily
indicate how it will perform in the future.

Risk return summary 3
<PAGE>

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy
and hold shares of the Fund. The information shown is based upon
estimated annualized expenses the Fund expects to incur during its
initial fiscal year.
<TABLE>
<CAPTION>
Total Annual Fund Total Annual Fund
Distribution Operating Operating
Management (12b-1) Other Expenses Total Expenses
Fee Fees(1) Expenses Without Waivers(2) Waivers With Waivers(2)
<S> <C> <C> <C> <C> <C> <C>
Aggressive Growth Fund 0.65% 0.25% 0.28% 1.18% 0.02% 1.16%
</TABLE>

--------------------------------------------------------------------------------
(1) Long-term shareholders may pay more than the economic equivalent of
the maximum front-end sales charges permitted by the National
Association of Securities Dealers, Inc.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
---------------------------------------------------
<S> <C> <C> <C> <C>
Aggressive Growth Fund $120 $375 $649 $1,432
</TABLE>

4 Janus Adviser Series
<PAGE>
Investment objective, principal investment
strategies and risks

INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

This section takes a closer look at the investment objective of
Aggressive Growth Fund, its principal investment strategies and
certain risks of investing in Aggressive Growth Fund. Strategies and
policies that are noted as "fundamental" cannot be changed without a
shareholder vote.

Please carefully review the "Risks" section of this Prospectus on
pages 8-9 for a discussion of risks associated with certain investment
techniques. We've also included a Glossary with descriptions of
investment terms used throughout this Prospectus.

Aggressive Growth Fund seeks long-term growth of capital. It pursues
its objective by investing primarily in common stocks selected for
their growth potential, and normally invests at least 50% of its
equity assets in medium-sized companies. Medium-sized companies are
those whose market capitalization falls within the range of companies
in the S&P MidCap 400 Index. Market capitalization is a commonly used
measure of the size and value of a company. The market capitalization
within the Index will vary, but as of December 31, 1999, they ranged
from approximately $170 million to $37 billion.

The following questions and answers are designed to help you better understand
Aggressive Growth Fund's principal investment strategies.

1. HOW ARE COMMON STOCKS SELECTED?

2. ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?

3. WHAT IS A "SPECIAL SITUATION"?

Investment objective, principal investment strategies and risks 5
<PAGE>

structure through regulatory developments or shifts in competition;
(ii) a new or improved product, service, operation or technological
advance; (iii) changes in senior management; or (iv) significant
changes in cost structure.

4. WHAT DOES "MARKET CAPITALIZATION" MEAN?

Market capitalization is the most commonly used measure of the size
and value of a company. It is computed by multiplying the current
market price of a share of the company's stock by the total number of
its shares outstanding. As noted previously, market capitalization is
an important investment criteria for Aggressive Growth Fund.

GENERAL PORTFOLIO POLICIES

OTHER TYPES OF INVESTMENTS
Aggressive Growth Fund invests primarily in domestic and foreign
equity securities, which may include preferred stocks, common stocks,
warrants and securities convertible into common or preferred stocks.
The Fund may also invest to a lesser degree in other types of
securities. These securities (which are described in the Glossary) may
include:

- debt securities

- indexed/structured securities

- high-yield/high-risk bonds (less than 35% of the Fund's assets)

- options, futures, forwards, swaps and other types of derivatives for
hedging purposes or for non-hedging purposes such as seeking to
enhance return

- securities purchased on a when-issued, delayed delivery or forward
commitment basis

6 Janus Adviser Series
<PAGE>

U.S. public because of SEC regulations (these are known as "restricted
securities"). Under procedures adopted by the Fund's Trustees, certain
restricted securities may be deemed liquid, and will not be counted
toward this 15% limit.

Investment objective, principal investment strategies and risks 7
<PAGE>

RISKS FOR AGGRESSIVE GROWTH FUND

The following questions and answers are designed to help you better understand
some of the risks of investing in Aggressive Growth Fund.

1. THE FUND MAY INVEST IN SMALLER OR NEWER COMPANIES. DOES THIS CREATE ANY
SPECIAL RISKS?

2. HOW DOES THE NONDIVERSIFIED STATUS OF AGGRESSIVE GROWTH FUND AFFECT ITS RISK?

Diversification is a way to reduce risk by investing in a broad range
of stocks or other securities. A "nondiversified" portfolio has the
ability to take larger positions in a smaller number of issuers.
Because the appreciation or depreciation of a single stock may have a
greater impact on the NAV of a nondiversified fund, its share price
can be expected to fluctuate more than a comparable diversified fund.
This fluctuation, if significant, may affect the performance of the
Fund.

3. HOW COULD THE FUND'S INVESTMENTS IN FOREIGN SECURITIES AFFECT ITS
PERFORMANCE?

8 Janus Adviser Series
<PAGE>

take over the assets or operations of a company or that the
government may impose taxes or limits on the removal of the Fund's
assets from that country.

- TRANSACTION COSTS. Costs of buying, selling and holding foreign
securities, including brokerage, tax and custody costs, may be
higher than those involved in domestic transactions.

4. ARE THERE SPECIAL RISKS ASSOCIATED WITH INVESTMENTS IN HIGH-YIELD/HIGH-RISK
BONDS?

Please refer to the SAI for a description of bond rating categories.

5. HOW DOES THE FUND TRY TO REDUCE RISK?

Investment objective, principal investment strategies and risks 9
<PAGE>
Management of the Fund

INVESTMENT ADVISER

MANAGEMENT EXPENSES AND EXPENSE LIMITS

<TABLE>
<CAPTION>
Average Daily
Net Assets Annual Rate Expense Limit
Fee Schedule of Fund Percentage (%) Percentage (%)(1)
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Aggressive Growth Fund All Asset Levels 0.65 0.66
------------------------------------------------------------------------------------------------------------------
</TABLE>

10 Janus Adviser Series
<PAGE>

INVESTMENT PERSONNEL

PORTFOLIO MANAGER

JAMES P. GOFF
--------------------------------------------------------------------------------
is Executive Vice President and portfolio manager of Janus
Adviser Aggressive Growth Fund and Janus Aspen Aggressive Growth
Portfolio, both of which he has managed since inception. Mr. Goff
joined Janus Capital in 1988 and has managed Janus Enterprise
Fund since its inception. Mr. Goff managed or co-managed Janus
Venture Fund from December 1993 to February 1997. He holds a
Bachelor of Arts in Economics from Yale University. Mr. Goff has
earned the right to use the Chartered Financial Analyst
designation.

ASSISTANT PORTFOLIO MANAGERS

MATTHEW A. ANKRUM
--------------------------------------------------------------------------------
is an assistant portfolio manager of Janus Adviser Aggressive
Growth Fund, Janus Aspen Aggressive Growth Portfolio and Janus
Enterprise Fund. Mr. Ankrum joined Janus Capital as an intern in
June 1996, and became an equity research analyst in August 1997.
Prior to joining Janus, Mr. Ankrum worked as a corporate finance
analyst at William Blair and Company from 1993-1995. He was also
a fixed-income research analyst at Conseco Capital Management.
Mr. Ankrum has an undergraduate degree in Business Administration
from the University of Wisconsin and a Master of Business
Administration from the University of Chicago. Mr. Ankrum has
earned the right to use the Chartered Financial Analyst
designation.

RON SACHS
--------------------------------------------------------------------------------
is an assistant portfolio manager of Janus Adviser Aggressive
Growth Fund, Janus Aspen Aggressive Growth Portfolio and Janus
Enterprise Fund. He is portfolio manager of Janus Orion Fund,
which he has managed since inception. Mr. Sachs joined Janus
Capital in 1996 as a research analyst. Prior to coming to Janus,
he worked as a consultant for Bain & Company and as an attorney
for Willkie, Farr & Gallagher. Mr. Sachs graduated from Princeton
cum laude with an undergraduate degree in Economics. He obtained
his law degree from the University of Michigan. Mr. Sachs has
earned the right to use the Chartered Financial Analyst
designation.

Management of the Fund 11
<PAGE>
Other information

ADMINISTRATIVE SERVICES FEE

DISTRIBUTION FEE

DISTRIBUTION OF THE FUND

12 Janus Adviser Series
<PAGE>
Distributions and taxes

DISTRIBUTIONS

DISTRIBUTION SCHEDULE

Dividends and capital gains are normally declared and paid in
December.

HOW DISTRIBUTIONS AFFECT NAV

Distributions are paid to shareholders as of the record date of the
distribution of the Fund, regardless of how long the shares have been
held. Undistributed income and realized gains are included in the
Fund's daily NAV. The share price of the Fund drops by the amount of
the distribution, net of any subsequent market fluctuations. As an
example, assume that on December 31, Aggressive Growth Fund declared a
dividend in the amount of $0.25 per share. If Aggressive Growth Fund's
share price was $10.00 on December 30, the Fund's share price on
December 31 would be $9.75, barring market fluctuations. Shareholders
should be aware that distributions from a taxable mutual fund are not
value-enhancing and may create income tax obligations.

"BUYING A DIVIDEND"

TAXES

TAXES ON DISTRIBUTIONS

Distributions and taxes 13
<PAGE>

TAXATION OF THE FUND

The Fund does not expect to pay any federal income or excise taxes
because it intends to meet certain requirements of the Internal
Revenue Code.

14 Janus Adviser Series
<PAGE>
Shareholder's guide

PRICING OF FUND SHARES

PURCHASES

EXCHANGES

- You may exchange shares of the Fund only for shares of another Fund
in Janus Adviser Series offered through your financial intermediary
or qualified plan.

- You must meet the minimum investment amount for the Fund.

Shareholder's guide 15
<PAGE>

REDEMPTIONS

FREQUENT TRADING

SHAREHOLDER COMMUNICATIONS

16 Janus Adviser Series
<PAGE>
Financial highlights

Aggressive Growth Fund commenced operations on August 1, 2000, after
the reorganization of the Retirement Shares of Janus Aspen Series into
Janus Adviser Series. The financial highlights presented below are for
the Retirement Shares of the predecessor fund of Janus Aspen Series
(from inception of the Retirement Shares through December 31st of each
fiscal period shown). Items 1 through 8 reflect financial results for
a single Share. The total returns in the table represent the rate that
an investor would have earned (or lost) on an investment in the
Retirement Shares of the predecessor fund (assuming reinvestment of
all dividends and distributions). This information has been audited by
PricewaterhouseCoopers LLP, whose report, along with the Janus Aspen
Series' financial statements, is included in the Annual Report, which
is available upon request and incorporated by reference into the SAI.

<TABLE>
<CAPTION>
AGGRESSIVE GROWTH PORTFOLIO -
RETIREMENT SHARES
---------------------------------------------------------------------------------------------------------
Periods ending December 31
1999 1998 1997(1)
<S> <C> <C> <C>
1. NET ASSET VALUE, BEGINNING OF PERIOD $27.42 $20.49 $16.12
INCOME FROM INVESTMENT OPERATIONS:
2. Net investment income 0.19 (0.12) (0.06)
3. Net gains or losses on securities (both realized and
unrealized) 32.70 7.05 4.43
4. Total from investment operations 32.89 6.93 4.37
LESS DISTRIBUTIONS:
5. Dividends (from net investment income) -- -- --
6. Distributions (from capital gains) (1.40) -- --
7. Total distributions (1.40) -- --
8. NET ASSET VALUE, END OF PERIOD $58.91 $27.42 $20.49
9. Total return* 124.34% 33.58% 27.11%
10. Net assets, end of period (in thousands) $47,928 $17 $13
11. Average net assets for the period (in thousands) $9,786 $14 $11
12. Ratio of gross expenses to average net assets**(3) 1.19%(2) 1.26%(2) 1.32%(2)
13. Ratio of net expenses to average net assets**(4) 1.19% 1.26% 1.32%
14. Ratio of net investment income to average net assets** (1.00%) (0.86%) (0.62%)
15. Portfolio turnover rate** 105% 132% 130%
---------------------------------------------------------------------------------------------------------
</TABLE>

* Total return not annualized for periods of less than one year.
** Annualized for periods of less than one full year.
(1) May 1, 1997 (inception) to December 31, 1997.
(2) The ratio was 1.19% in 1999, 1.26% in 1998 and 1.34% in 1997 before
reduction of the management fees to the effective rate of Janus Enterprise
Fund.
(3) The expense ratio reflects expenses prior to any expense offset
arrangements.
(4) The expense ratio reflects expenses after any expense offset arrangements.

Financial highlights 17
<PAGE>
Glossary of investment terms

I. EQUITY AND DEBT SECURITIES

CONVERTIBLE SECURITIES are preferred stocks or bonds that pay a fixed
dividend or interest payment and are convertible into common stock at
a specified price or conversion ratio.

18 Janus Adviser Series
<PAGE>

RULE 144A SECURITIES are securities that are not registered for sale
to the general public under the Securities Act of 1933, but that may
be resold to certain institutional investors.

STANDBY COMMITMENTS are obligations purchased by the Fund from a
dealer that give the Fund the option to sell a security to the dealer
at a specified price.

Glossary of investment terms 19
<PAGE>

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

INTEREST RATE SWAPS involve the exchange by two parties of their
respective commitments to pay or receive interest (e.g., an exchange
of floating rate payments for fixed rate payments).

20 Janus Adviser Series
<PAGE>

mechanism that multiplies the effects of change in the underlying
index. Such mechanism may increase the volatility of the security's
market value.

Glossary of investment terms 21
<PAGE>

[JANUS LOGO]

1-800-525-0020
100 Fillmore Street
Denver, Colorado 80206-4928
janus.com

Investment Company Act File No. 811-9885

INSPROADVAGGR0700
<PAGE>

[JANUS LOGO]

Janus Adviser Series

PROSPECTUS
JULY 31, 2000

Janus Adviser Capital Appreciation Fund

[JANUS LOGO]

This prospectus describes Janus Adviser Capital Appreciation
Fund ("Capital Appreciation Fund" or the "Fund"), a portfolio of
Janus Adviser Series.
<PAGE>

Table of contents

<TABLE>
<S> <C>
RISK/RETURN SUMMARY
Capital Appreciation Fund................................ 2
Fees and expenses........................................ 4
INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES AND
RISKS
Capital Appreciation Fund................................ 5
General portfolio policies............................... 6
Risks for Capital Appreciation Fund...................... 8
MANAGEMENT OF THE FUND
Investment adviser....................................... 10
Management expenses and expense limits................... 10
Investment personnel..................................... 11
OTHER INFORMATION........................................... 12
DISTRIBUTIONS AND TAXES
Distributions............................................ 13
Taxes.................................................... 13
SHAREHOLDER'S GUIDE
Pricing of fund shares................................... 15
Purchases................................................ 15
Exchanges................................................ 15
Redemptions.............................................. 16
Frequent trading......................................... 16
Shareholder communications............................... 16
FINANCIAL HIGHLIGHTS........................................ 17
GLOSSARY
Glossary of investment terms............................. 18

</TABLE>

Table of contents 1
<PAGE>
Risk return summary

CAPITAL APPRECIATION FUND

Capital Appreciation Fund is designed for long-term investors who seek
growth of capital and who can tolerate the greater risks associated
with common stock investments.

1. WHAT IS THE INVESTMENT OBJECTIVE OF CAPITAL APPRECIATION FUND?

--------------------------------------------------------------------------------

- CAPITAL APPRECIATION FUND seeks long-term growth of capital.

2. WHAT ARE THE MAIN INVESTMENT STRATEGIES OF CAPITAL APPRECIATION FUND?

The Fund may invest without limit in foreign equity and debt
securities and less than 35% of its net assets in high-yield/high risk
bonds.

Capital Appreciation Fund invests primarily in common stocks selected
for their growth potential. The Fund may invest in companies of any
size, from larger, well-established companies to smaller, emerging
companies.

3. WHAT ARE THE MAIN RISKS OF INVESTING IN CAPITAL APPRECIATION FUND?

The biggest risk of investing in this Fund is that its returns may
vary, and you could lose money. If you are considering investing in
Capital Appreciation Fund, remember that it is designed for long-term
investors who can accept the risks of investing in a portfolio with
significant common stock holdings. Common stocks tend to be more
volatile than other investment choices.

Capital Appreciation Fund is nondiversified. In other words, it may
hold larger positions in a smaller number of securities than a
diversified fund. As a result, a single security's increase or
decrease in value may have a greater impact on the Fund's NAV and
total return.

An investment in the Fund is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

2 Janus Adviser Series
<PAGE>

The following information provides some indication of the risks of
investing in Capital Appreciation Fund by showing how Capital
Appreciation Fund's performance has varied over time. The Fund
commenced operations on August 1, 2000, after the reorganization of
the Retirement Shares of Janus Aspen Series into Janus Adviser Series.
The returns for the Fund reflect the performance of the Retirement
Shares of Janus Aspen Series prior to the reorganization. The bar
chart depicts the change in performance from year to year during the
period indicated. The table compares the Fund's average annual returns
for the periods indicated to a broad-based securities market index.

CAPITAL APPRECIATION FUND

Annual Returns for Periods Ended 12/31

57.37% 66.16%
1998 1999

Best Quarter 4th-1999 41.57% Worst Quarter 3rd-1998 (10.18%)

Average annual total return for periods ended 12/31/99
------------------------------------------------------

<TABLE>
<CAPTION>
Since Inception
of Predecessor Fund
1 year (5/1/97)
<S> <C> <C>
Capital Appreciation Fund 66.16% 56.43%
S&P 500 Index* 21.03% 27.40%
---------------------------------
</TABLE>

* The S&P 500 is the Standard & Poor's Composite Index of 500 stocks,
a widely recognized, unmanaged index of common stock prices.

Capital Appreciation Fund's past performance does not necessarily
reflect how it will perform in the future.

Risk return summary 3
<PAGE>

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy
and hold shares of the Fund. The information shown is based upon
estimated annualized expenses the Fund expects to incur during its
initial fiscal year.
<TABLE>
<CAPTION>
Total Annual Fund Total Annual Fund
Distribution Operating Operating
Management (12b-1) Other Expenses Total Expenses
Fee Fees(1) Expenses Without Waivers(2) Waivers With Waivers(2)
<S> <C> <C> <C> <C> <C> <C>
Capital Appreciation Fund 0.65% 0.25% 0.36% 1.26% 0.08% 1.18%
</TABLE>

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
---------------------------------------------------
<S> <C> <C> <C> <C>
Capital Appreciation Fund $128 $400 $692 $1,523
</TABLE>

4 Janus Adviser Series
<PAGE>
Investment objective, principal investment
strategies and risks

INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

This section takes a closer look at the investment objective of
Capital Appreciation Fund, its principal investment strategies and
certain risks of investing in Capital Appreciation Fund. Strategies
and policies that are noted as "fundamental" cannot be changed without
a shareholder vote.

Capital Appreciation Fund seeks long-term growth of capital. It
pursues its objective by investing primarily in common stocks selected
for their growth potential. The Fund may invest in companies of any
size, from larger, well established companies to smaller, emerging
growth companies.

The following questions and answers are designed to help you better understand
Capital Appreciation Fund's principal investment strategies.

1. HOW ARE COMMON STOCKS SELECTED?

2. ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?

3. WHAT IS A "SPECIAL SITUATION"?

Investment objective, principal investment strategies and risks 5
<PAGE>

4. WHAT DOES "MARKET CAPITALIZATION" MEAN?

Market capitalization is the most commonly used measure of the size
and value of a company. It is computed by multiplying the current
market price of a share of the company's stock by the total number of
its shares outstanding. Although Capital Appreciation Fund does not
emphasize companies of any particular size, a Fund with a larger asset
base is more likely to invest in larger, more established issuers.

GENERAL PORTFOLIO POLICIES

OTHER TYPES OF INVESTMENTS
Capital Appreciation Fund invests primarily in domestic and foreign
equity securities, which may include preferred stocks, common stocks,
warrants and securities convertible into common or preferred stocks.
The Fund may also invest to a lesser degree in other types of
securities. These securities (which are described in the Glossary) may
include:

- debt securities

- indexed/structured securities

- high-yield/high-risk bonds (less than 35% of the Fund's assets)

- options, futures, forwards, swaps and other types of derivatives for
hedging purposes or for non-hedging purposes such as seeking to
enhance return

- securities purchased on a when-issued, delayed delivery or forward
commitment basis

6 Janus Adviser Series
<PAGE>

Investment objective, principal investment strategies and risks 7
<PAGE>

RISKS FOR CAPITAL APPRECIATION FUND

The following questions and answers are designed to help you better understand
some of the risks of investing in Capital Appreciation Fund.

1. THE FUND MAY INVEST IN SMALLER OR NEWER COMPANIES. DOES THIS CREATE ANY
SPECIAL RISKS?

2. HOW DOES THE NONDIVERSIFIED STATUS OF CAPITAL APPRECIATION FUND AFFECT ITS
RISK?

3. HOW COULD THE FUND'S INVESTMENTS IN FOREIGN SECURITIES AFFECT ITS
PERFORMANCE?

8 Janus Adviser Series
<PAGE>

take over the assets or operations of a company or that the
government may impose taxes or limits on the removal of the Fund's
assets from that country.

- TRANSACTION COSTS. Costs of buying, selling and holding foreign
securities, including brokerage, tax and custody costs, may be
higher than those involved in domestic transactions.

4. ARE THERE SPECIAL RISKS ASSOCIATED WITH INVESTMENTS IN HIGH-YIELD/HIGH-RISK
BONDS?

Please refer to the SAI for a description of bond rating categories.

5. HOW DOES THE FUND TRY TO REDUCE RISK?

Investment objective, principal investment strategies and risks 9
<PAGE>
Management of the Fund

INVESTMENT ADVISER

MANAGEMENT EXPENSES AND EXPENSE LIMITS

<TABLE>
<CAPTION>
Average Daily
Net Assets Annual Rate Expense Limit
Fee Schedule of Fund Percentage (%) Percentage (%)(1)
------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Capital Appreciation Fund All Asset Levels 0.65 0.68
------------------------------------------------------------------------------------------------
</TABLE>

10 Janus Adviser Series
<PAGE>

INVESTMENT PERSONNEL

PORTFOLIO MANAGER

SCOTT W. SCHOELZEL
--------------------------------------------------------------------------------
is Executive Vice President and portfolio manager of Janus
Adviser Capital Appreciation Fund and Janus Aspen Capital
Appreciation Portfolio, which he has managed since their
inception. He is portfolio manager of Janus Twenty Fund, which he
has managed since August 1997. He previously managed Janus
Olympus Fund from its inception to August 1997. Mr. Schoelzel
joined Janus Capital in January 1994. He holds a Bachelor of Arts
in Business from Colorado College.

Management of the Fund 11
<PAGE>
Other information

ADMINISTRATIVE SERVICES FEE

DISTRIBUTION FEE

DISTRIBUTION OF THE FUND

12 Janus Adviser Series
<PAGE>
Distributions and taxes

DISTRIBUTIONS

DISTRIBUTION SCHEDULE

Dividends and capital gains are normally declared and paid in
December.

HOW DISTRIBUTIONS AFFECT NAV

Distributions are paid to shareholders as of the record date of the
distribution of the Fund, regardless of how long the shares have been
held. Undistributed income and realized gains are included in the
Fund's daily NAV. The share price of the Fund drops by the amount of
the distribution, net of any subsequent market fluctuations. As an
example, assume that on December 31, Capital Appreciation Fund
declared a dividend in the amount of $0.25 per share. If Capital
Appreciation Fund's share price was $10.00 on December 30, the Fund's
share price on December 31 would be $9.75, barring market
fluctuations. Shareholders should be aware that distributions from a
taxable mutual fund are not value-enhancing and may create income tax
obligations.

"BUYING A DIVIDEND"

TAXES

TAXES ON DISTRIBUTIONS

Distributions and taxes 13
<PAGE>

TAXATION OF THE FUND

The Fund does not expect to pay any federal income or excise taxes
because it intends to meet certain requirements of the Internal
Revenue Code.

14 Janus Adviser Series
<PAGE>
Shareholder's guide

PRICING OF FUND SHARES

PURCHASES

EXCHANGES

- You may exchange shares of the Fund only for shares of another Fund
in Janus Adviser Series offered through your financial intermediary
or qualified plan.

- You must meet the minimum investment amount for the Fund.

Shareholder's guide 15
<PAGE>

REDEMPTIONS

FREQUENT TRADING

SHAREHOLDER COMMUNICATIONS

16 Janus Adviser Series
<PAGE>
Financial highlights

Capital Appreciation Fund commenced operations on August 1, 2000,
after the reorganization of the Retirement Shares of Janus Aspen
Series into Janus Adviser Series. The financial highlights presented
below are for the Retirement Shares of the predecessor fund of Janus
Aspen Series (from inception of the Retirement Shares through December
31st of each fiscal period shown). Items 1 through 8 reflect financial
results for a single Share. The total returns in the table represent
the rate that an investor would have earned (or lost) on an investment
in the Retirement Shares of the predecessor fund (assuming
reinvestment of all dividends and distributions). This information has
been audited by PricewaterhouseCoopers LLP, whose report, along with
the Janus Aspen Series' financial statements, is included in the
Annual Report, which is available upon request and incorporated by
reference into the SAI.

<TABLE>
<CAPTION>
CAPITAL APPRECIATION PORTFOLIO -
RETIREMENT SHARES
-------------------------------------------------------------------------------------------------------------
Periods ending December 31
1999 1998 1997(1)
<S> <C> <C> <C>
1. NET ASSET VALUE, BEGINNING OF PERIOD $19.86 $12.62 $10.00
INCOME FROM INVESTMENT OPERATIONS:
2. Net investment income (0.08) (0.04) 0.12
3. Net gains or losses on securities (both realized and
unrealized) 13.22 7.28 2.50
4. Total from investment operations 13.14 7.24 2.62
LESS DISTRIBUTIONS:
5. Dividends (from net investment income) -- -- --
6. Distributions (from capital gains) -- -- --
7. Total distributions -- -- --
8. NET ASSET VALUE, END OF PERIOD $33.00 $19.86 $12.62
9. Total return* 66.16% 57.37% 26.20%
10. Net assets, end of period (in thousands) $23,529 $20 $13
11. Average net assets for the period (in thousands) $4,402 $15 $12
12. Ratio of gross expenses to average net assets**(3) 1.19%(2) 1.44%(2) 1.73%(2)
13. Ratio of net expenses to average net assets**(4) 1.19% 1.44% 1.73%
14. Ratio of net investment income to average net assets** 0.23% (0.25%) 1.55%
15. Portfolio turnover rate** 52% 91% 101%
-------------------------------------------------------------------------------------------------------------
</TABLE>

* Total return not annualized for periods of less than one year.
** Annualized for periods of less than one full year.
(1) May 1, 1997 (inception) to December 31, 1997.
(2) The ratio was 1.28% in 1999, 1.49% in 1998 and 2.66% in 1997 before
reduction of the management fees to the effective rate of Janus Olympus Fund
until May 1, 1999, Janus Twenty Fund thereafter.
(3) The expense ratio reflects expenses prior to any expense offset
arrangements.
(4) The expense ratio reflects expenses after any expense offset arrangements.

Financial highlights 17
<PAGE>
Glossary of investment terms

I. EQUITY AND DEBT SECURITIES

CONVERTIBLE SECURITIES are preferred stocks or bonds that pay a fixed
dividend or interest payment and are convertible into common stock at
a specified price or conversion ratio.

18 Janus Adviser Series
<PAGE>

RULE 144A SECURITIES are securities that are not registered for sale
to the general public under the Securities Act of 1933, but that may
be resold to certain institutional investors.

STANDBY COMMITMENTS are obligations purchased by the Fund from a
dealer that give the Fund the option to sell a security to the dealer
at a specified price.

Glossary of investment terms 19
<PAGE>

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

INTEREST RATE SWAPS involve the exchange by two parties of their
respective commitments to pay or receive interest (e.g., an exchange
of floating rate payments for fixed rate payments).

20 Janus Adviser Series
<PAGE>

mechanism that multiplies the effects of change in the underlying
index. Such mechanism may increase the volatility of the security's
market value.

Glossary of investment terms 21

<PAGE>

[JANUS LOGO]

1-800-525-0020
100 Fillmore Street
Denver, Colorado 80206-4928
janus.com

Investment Company Act File No. 811-9885

INSPROADVCAPAP0700
<PAGE>

[JANUS LOGO]

Janus Adviser Series

PROSPECTUS
JULY 31, 2000

Janus Adviser Balanced Fund

[JANUS LOGO]

This prospectus describes Janus Adviser Balanced Fund ("Balanced
Fund" or the "Fund"), a portfolio of Janus Adviser Series.
<PAGE>

Table of contents

<TABLE>
<S> <C>
RISK/RETURN SUMMARY
Balanced Fund............................................ 2
Fees and expenses........................................ 4
INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES AND
RISKS
Balanced Fund............................................ 5
General portfolio policies............................... 6
Risks for Balanced Fund.................................. 9
MANAGEMENT OF THE FUND
Investment adviser....................................... 11
Management expenses and expense limits................... 11
Investment personnel..................................... 12
OTHER INFORMATION........................................... 13
DISTRIBUTIONS AND TAXES
Distributions............................................ 14
Taxes.................................................... 14
SHAREHOLDER'S GUIDE
Pricing of fund shares................................... 16
Purchases................................................ 16
Exchanges................................................ 16
Redemptions.............................................. 17
Frequent trading......................................... 17
Shareholder communications............................... 17
FINANCIAL HIGHLIGHTS........................................ 18
GLOSSARY
Glossary of investment terms............................. 19

</TABLE>

Table of contents 1
<PAGE>
Risk return summary

BALANCED FUND

Balanced Fund is designed for long-term investors who seek growth of
capital and who can tolerate the greater risks associated with common
stock investments. The Fund is designed for investors who primarily
seek growth of capital with varying degrees of emphasis on income. The
Fund is not designed for investors who desire a consistent level of
income.

1. WHAT IS THE INVESTMENT OBJECTIVE OF BALANCED FUND?

--------------------------------------------------------------------------------

- BALANCED FUND seeks long-term capital growth, consistent with
preservation of capital and balanced by current income.

2. WHAT ARE THE MAIN INVESTMENT STRATEGIES OF BALANCED FUND?

The Fund may invest without limit in foreign equity and debt
securities and less than 35% of its net assets in high-yield/high risk
bonds.

Balanced Fund normally invests 40-60% of its assets in securities
selected primarily for their growth potential and 40-60% of its assets
in securities selected primarily for their income potential. The Fund
will normally invest at least 25% of its assets in fixed-income
securities.

3. WHAT ARE THE MAIN RISKS OF INVESTING IN BALANCED FUND?

The biggest risk of investing in this Fund is that its returns may
vary, and you could lose money. If you are considering investing in
Balanced Fund, remember that it is designed for long-term investors
who can accept the risks of investing in a portfolio with significant
common stock holdings. Common stocks tend to be more volatile than
other investment choices.

The income component of Balanced Fund includes fixed-income
securities. A fundamental risk to the income component is that the
value of these securities will fall if interest rates rise. Generally,
the value of a fixed-income portfolio will decrease when interest
rates rise, which means the Fund's NAV may likewise decrease. Another
fundamental risk associated with fixed-income securities is credit
risk, which is the risk that an issuer of a bond will be unable to
make principal and interest payments when due.

An investment in the Fund is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

2 Janus Adviser Series
<PAGE>

The following information provides some indication of the risks of
investing in Balanced Fund by showing how Balanced Fund's performance
has varied over time. The Fund commenced operations on August 1, 2000,
after the reorganization of the Retirement Shares of Janus Aspen
Series into Janus Adviser Series. The returns for the Fund reflect the
performance of the Retirement Shares of Janus Aspen Series prior to
the reorganization. (The performance of the Retirement Shares prior to
May 1, 1997 reflects the performance of a different class of Janus
Aspen Series, restated to reflect the fees and expenses of the
Retirement Shares on May 1, 1997, ignoring any fee and expense
limitations.) The bar chart depicts the change in performance from
year to year during the period indicated. The table compares the
Fund's average annual returns for the periods indicated to a
broad-based securities market index.

BALANCED FUND

Annual Returns for periods ended 12/31

0.84% 24.50% 15.39% 20.99% 33.59% 26.13%
1994 1995 1996 1997 1998 1999

Best Quarter 4th-1998 20.12% Worst Quarter 3rd-1998 (5.08%)

Average annual total return for periods ended 12/31/99
------------------------------------------------------

<TABLE>
<CAPTION>
Since Inception
of Predecessor Fund
1 year 5 years (9/13/93)
<S> <C> <C> <C>
Balanced Fund 26.13% 23.98% 19.82%
S&P 500 Index* 21.03% 28.54% 22.68%
Lehman Brothers Gov't/Corp Bond Index** (2.15%) 7.61% 5.40%
-------------------------------------------------
</TABLE>

* The S&P 500 is the Standard & Poor's Composite Index of 500 stocks,
a widely recognized, unmanaged index of common stock prices.
** Lehman Brothers Gov't/Corp Bond Index is composed of all bonds that
are of investment grade with at least one year until maturity.

Balanced Fund's past performance does not necessarily indicate how it
will perform in the future.

Risk return summary 3
<PAGE>

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy
and hold shares of the Fund. The information shown is based upon
estimated annualized expenses the Fund expects to incur during its
initial fiscal year.
<TABLE>
<CAPTION>
Total Annual Fund Total Annual Fund
Distribution Operating Operating
Management (12b-1) Other Expenses Total Expenses
Fee Fees(1) Expenses Without Waivers(2) Waivers With Waivers(2)
<S> <C> <C> <C> <C> <C> <C>
Balanced Fund 0.65% 0.25% 0.29% 1.19% 0.02% 1.17%
</TABLE>

--------------------------------------------------------------------------------

(1) Long-term shareholders may pay more than the economic equivalent of
the maximum front-end sales charges permitted by the National
Association of Securities Dealers, Inc.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
-----------------------------------------------
<S> <C> <C> <C> <C>
Balanced Fund $121 $378 $654 $1,443
</TABLE>

4 Janus Adviser Series
<PAGE>
Investment objective, principal investment
strategies and risks

INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

This section takes a closer look at the investment objective of
Balanced Fund, its principal investment strategies and certain risks
of investing in Balanced Fund. Strategies and policies that are noted
as "fundamental" cannot be changed without a shareholder vote.

Please carefully review the "Risks" section of this Prospectus on
pages 9-10 for a discussion of risks associated with certain
investment techniques. We've also included a Glossary with
descriptions of investment terms used throughout this Prospectus.

Balanced Fund seeks long-term capital growth, consistent with
preservation of capital and balanced by current income. It pursues its
objective by normally investing 40-60% of its assets in securities
selected primarily for their growth potential and 40-60% of its assets
in securities selected primarily for their income potential. This Fund
normally invests at least 25% of its assets in fixed-income
securities.

The following questions and answers are designed to help you better understand
Balanced Fund's principal investment strategies.

1. HOW ARE COMMON STOCKS SELECTED?

The Fund may invest substantially all of its assets in common stocks
if the portfolio manager believes that common stocks will appreciate
in value. The portfolio manager generally takes a "bottom up" approach
to selecting companies. In other words, she seeks to identify
individual companies with earnings growth potential that may not be
recognized by the market at large. She makes this assessment by
looking at companies one at a time, regardless of size, country of
organization, place of principal business activity, or other similar
selection criteria. Realization of income is a significant
consideration when choosing investments for the Fund. The portfolio
manager may consider dividend-paying characteristics in selecting
common stocks.

2. ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?

Generally, yes. The portfolio manager seeks companies that meet her
selection criteria, regardless of where a company is located. Foreign
securities are generally selected on a stock-by-stock basis without
regard to any defined allocation among countries or geographic
regions. However, certain factors such as expected levels of
inflation, government policies influencing business conditions, the
outlook for currency relationships, and prospects for economic growth
among countries, regions or geographic areas may warrant greater
consideration in selecting foreign securities. There are no
limitations on the countries in which the Fund may invest and the Fund
may at times have significant foreign exposure.

3. WHAT IS A "SPECIAL SITUATION"?

Investment objective, principal investment strategies and risks 5
<PAGE>

service, operation or technological advance; (iii) changes in senior
management; or (iv) significant changes in cost structure.

4. WHAT DOES "MARKET CAPITALIZATION" MEAN?

Market capitalization is the most commonly used measure of the size
and value of a company. It is computed by multiplying the current
market price of a share of the company's stock by the total number of
its shares outstanding. Although Balanced Fund does not emphasize
companies of any particular size, a Fund with a larger asset base are
more likely to invest in larger, more established issuers.

5. HOW ARE ASSETS ALLOCATED BETWEEN THE GROWTH AND INCOME COMPONENTS OF BALANCED
FUND'S PORTFOLIO?

Balanced Fund shifts assets between the growth and income components
of its portfolio based on the portfolio manager's analysis of relevant
market, financial and economic conditions. If the portfolio manager
believes that growth securities will provide better returns than the
yields then available or expected on income-producing securities, the
Fund will place a greater emphasis on the growth component.

6. WHAT TYPES OF SECURITIES MAKE UP THE GROWTH COMPONENT OF BALANCED FUND'S
PORTFOLIO?

The growth component of the Fund's portfolio is expected to consist
primarily of common stocks, but may also include warrants, preferred
stocks or convertible securities selected primarily for their growth
potential.

7. WHAT TYPES OF SECURITIES MAKE UP THE INCOME COMPONENT OF BALANCED FUND'S
PORTFOLIO?

The income component of Balanced Fund is expected to consist of
securities that the portfolio manager believes have income potential.
Such securities may include equity securities, convertible securities
and all types of debt securities. Equity securities may be included in
the income component of the Fund if they currently pay dividends or
the portfolio manager believes they have the potential for either
increasing their dividends or commencing dividends, if none are
currently paid.

GENERAL PORTFOLIO POLICIES

CASH POSITION
When the portfolio manager believes that market conditions are
unfavorable for profitable investing, or when she is otherwise unable
to locate attractive investment opportunities, the Fund's cash or
similar investments may increase. In other words, the Fund does not
always stay fully invested in stocks and bonds. Cash or similar
investments generally are a residual - they represent the assets that
remain after the portfolio manager has committed available assets to
desirable investment opportunities. However, the portfolio manager may
also temporarily increase the Fund's cash position to protect its
assets or maintain liquidity.

6 Janus Adviser Series
<PAGE>

OTHER TYPES OF INVESTMENTS
Balanced Fund invests primarily in domestic and foreign equity
securities, which may include preferred stocks, common stocks,
warrants and securities convertible into common or preferred stocks.
The Fund also invests in domestic and foreign equity securities with
varying degrees of emphasis on income. The Fund may also invest to a
lesser degree in other types of securities. These securities (which
are described in the Glossary) may include:

- debt securities

- indexed/structured securities

- high-yield/high-risk bonds (less than 35% of the Fund's assets)

- options, futures, forwards, swaps and other types of derivatives for
hedging purposes or for non-hedging purposes such as seeking to
enhance return

- securities purchased on a when-issued, delayed delivery or forward
commitment basis

Investment objective, principal investment strategies and risks 7
<PAGE>

believes such changes are desirable. Portfolio turnover rates are
generally not a factor in making buy and sell decisions.

8 Janus Adviser Series
<PAGE>

RISKS FOR BALANCED FUND

The following questions and answers are designed to help you better understand
some of the risks of investing in Balanced Fund.

1. THE FUND MAY INVEST IN SMALLER OR NEWER COMPANIES. DOES THIS CREATE ANY
SPECIAL RISKS?

2. HOW COULD THE FUND'S INVESTMENTS IN FOREIGN SECURITIES AFFECT ITS
PERFORMANCE?

Investment objective, principal investment strategies and risks 9
<PAGE>

- TRANSACTION COSTS. Costs of buying, selling and holding foreign
securities, including brokerage, tax and custody costs, may be
higher than those involved in domestic transactions.

3. ARE THERE SPECIAL RISKS ASSOCIATED WITH INVESTMENTS IN HIGH-YIELD/HIGH-RISK
BONDS?

Please refer to the SAI for a description of bond rating categories.

4. HOW DOES THE FUND TRY TO REDUCE RISK?

10 Janus Adviser Series
<PAGE>
Management of the Fund

INVESTMENT ADVISER

MANAGEMENT EXPENSES AND EXPENSE LIMITS

<TABLE>
<CAPTION>
Average Daily
Net Assets Annual Rate Expense Limit
Fee Schedule of Fund Percentage (%) Percentage (%)(1)
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Balanced Fund All Asset Levels 0.65 0.67
------------------------------------------------------------------------------------------------------------------
</TABLE>

Management of the Fund 11
<PAGE>

INVESTMENT PERSONNEL

PORTFOLIO MANAGER

KAREN L. REIDY
--------------------------------------------------------------------------------
is Executive Vice President and portfolio manager of Janus
Adviser Balanced Fund, and Janus Adviser Equity Income Fund,
which she has managed since inception. She is also Executive Vice
President and portfolio manager of Janus Aspen Balanced
Portfolio, Janus Aspen Equity Income Portfolio, Janus Balanced
Fund and Janus Equity Income Fund as of January 2000. She is also
an assistant portfolio manager of Janus Adviser Growth Fund,
Janus Aspen Growth Portfolio and Janus Fund. Prior to joining
Janus Capital in 1995, she worked for Price Waterhouse as a
manager in both the Mergers and Acquisitions and Audit business
units. In this capacity, Ms. Reidy performed due diligence work
for corporate clients and oversaw audit engagements. She received
an undergraduate degree in Accounting from the University of
Colorado in 1989 and passed the CPA exam in 1992. Ms. Reidy has
earned the right to use the Chartered Financial Analyst
designation.

12 Janus Adviser Series
<PAGE>
Other information

ADMINISTRATIVE SERVICES FEE

DISTRIBUTION FEE

DISTRIBUTION OF THE FUND

Other information 13
<PAGE>
Distributions and taxes

DISTRIBUTIONS

DISTRIBUTION SCHEDULE

Dividends are normally declared and paid in March, June, September and
December. Capital gains are normally declared and paid in December.

HOW DISTRIBUTIONS AFFECT NAV

Distributions are paid to shareholders as of the record date of the
distribution of the Fund, regardless of how long the shares have been
held. Undistributed income and realized gains are included in the
Fund's daily NAV. The share price of the Fund drops by the amount of
the distribution, net of any subsequent market fluctuations. As an
example, assume that on December 31, Balanced Fund declared a dividend
in the amount of $0.25 per share. If Balanced Fund's share price was
$10.00 on December 30, the Fund's share price on December 31 would be
$9.75, barring market fluctuations. Shareholders should be aware that
distributions from a taxable mutual fund are not value-enhancing and
may create income tax obligations.

"BUYING A DIVIDEND"

TAXES

TAXES ON DISTRIBUTIONS

14 Janus Adviser Series
<PAGE>

different rates depending on the length of time the Fund holds a
security. In certain states, a portion of the dividends and
distributions (depending on the sources of the Fund's income) may be
exempt from state and local taxes. Information regarding the tax
status of income dividends and capital gains distributions will be
mailed to shareholders on or before January 31st of each year. Your
financial intermediary will provide this information to you. Account
tax information will also be sent to the IRS.

TAXATION OF THE FUND

The Fund does not expect to pay any federal income or excise taxes
because it intends to meet certain requirements of the Internal
Revenue Code.

Distributions and taxes 15
<PAGE>
Shareholder's guide

PRICING OF FUND SHARES

PURCHASES

EXCHANGES

- You may exchange shares of the Fund only for shares of another Fund
in Janus Adviser Series offered through your financial intermediary
or qualified plan.

- You must meet the minimum investment amount for the Fund.

16 Janus Adviser Series
<PAGE>

REDEMPTIONS

FREQUENT TRADING

SHAREHOLDER COMMUNICATIONS

Shareholder's guide 17
<PAGE>
Financial highlights

Balanced Fund commenced operations on August 1, 2000, after the
reorganization of the Retirement Shares of Janus Aspen Series into
Janus Adviser Series. The financial highlights presented below are for
the Retirement Shares of the predecessor fund of Janus Aspen Series
(from inception of the Retirement Shares through December 31st of each
fiscal period shown). Items 1 through 8 reflect financial results for
a single Share. The total returns in the table represent the rate that
an investor would have earned (or lost) on an investment in the
Retirement Shares of the predecessor fund (assuming reinvestment of
all dividends and distributions). This information has been audited by
PricewaterhouseCoopers LLP, whose report, along with the Janus Aspen
Series' financial statements, is included in the Annual Report, which
is available upon request and incorporated by reference into the SAI.

<TABLE>
<CAPTION>
BALANCED PORTFOLIO -
RETIREMENT SHARES
---------------------------------------------------------------------------------------------------------
Periods ending December 31
1999 1998 1997(1)
<S> <C> <C> <C>
1. NET ASSET VALUE, BEGINNING OF PERIOD $22.59 $17.47 $15.38
INCOME FROM INVESTMENT OPERATIONS:
2. Net investment income 0.46 0.21 0.27
3. Net gains or losses on securities (both realized and
unrealized) 5.41 5.58 2.30
4. Total from investment operations 5.87 5.79 2.57
LESS DISTRIBUTIONS:
5. Dividends (from net investment income) (0.42) (0.18) (0.30)
6. Distributions (from capital gains) -- (0.49) (0.18)
7. Total distributions (0.42) (0.67) (0.48)
8. NET ASSET VALUE, END OF PERIOD $28.04 $22.59 $17.47
9. Total return* 26.13% 33.59% 16.92%
10. Net assets, end of period (in thousands) $53,598 $17,262 $12
11. Average net assets for the period (in thousands) $28,498 $3,650 $11
12. Ratio of gross expenses to average net assets**(3) 1.19%(2) 1.24%(2) 1.32%(2)
13. Ratio of net expenses to average net assets**(4) 1.19% 1.24% 1.32%
14. Ratio of net investment income to average net assets** 2.36% 2.04% 2.38%
15. Portfolio turnover rate** 92% 70% 139%
---------------------------------------------------------------------------------------------------------
</TABLE>

* Total return not annualized for periods of less than one year.
** Annualized for periods of less than one full year.
(1) May 1, 1997 (inception) to December 31, 1997.
(2) The ratio was 1.19% in 1999, 1.26% in 1998 and 1.33% in 1997 before
reduction of the management fees to the effective rate of Janus Balanced
Fund.
(3) The expense ratio reflects expenses prior to any expense offset
arrangements.
(4) The expense ratio reflects expenses after any expense offset arrangements.

18 Janus Adviser Series
<PAGE>
Glossary of investment terms

I. EQUITY AND DEBT SECURITIES

CONVERTIBLE SECURITIES are preferred stocks or bonds that pay a fixed
dividend or interest payment and are convertible into common stock at
a specified price or conversion ratio.

Glossary of investment terms 19
<PAGE>

RULE 144A SECURITIES are securities that are not registered for sale
to the general public under the Securities Act of 1933, but that may
be resold to certain institutional investors.

STANDBY COMMITMENTS are obligations purchased by the Fund from a
dealer that give the Fund the option to sell a security to the dealer
at a specified price.

20 Janus Adviser Series
<PAGE>

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

INTEREST RATE SWAPS involve the exchange by two parties of their
respective commitments to pay or receive interest (e.g., an exchange
of floating rate payments for fixed rate payments).

Glossary of investment terms 21
<PAGE>

mechanism that multiplies the effects of change in the underlying
index. Such mechanism may increase the volatility of the security's
market value.

22 Janus Adviser Series
<PAGE>

This page intentionally left blank

23
<PAGE>

This page intentionally left blank

24
<PAGE>

This page intentionally left blank
<PAGE>

[JANUS LOGO]

1-800-525-0020
100 Fillmore Street
Denver, Colorado 80206-4928
janus.com

Investment Company Act File No. 811-9885

INSPROADVBAL0700
<PAGE>

[JANUS LOGO]

Janus Adviser Series

PROSPECTUS
JULY 31, 2000

Janus Adviser International Fund

[JANUS LOGO]

This prospectus describes Janus Adviser International Fund
("International Fund" or the "Fund"), a portfolio of Janus
Adviser Series.
<PAGE>

Table of contents

<TABLE>
<S> <C>
RISK/RETURN SUMMARY
International Fund....................................... 2
Fees and expenses........................................ 4
INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES AND
RISKS
International Fund....................................... 5
General portfolio policies............................... 6
Risks for International Fund............................. 8
MANAGEMENT OF THE FUND
Investment adviser....................................... 10
Management expenses and expense limits................... 10
Investment personnel..................................... 11
OTHER INFORMATION........................................... 12
DISTRIBUTIONS AND TAXES
Distributions............................................ 13
Taxes.................................................... 13
SHAREHOLDER'S GUIDE
Pricing of fund shares................................... 15
Purchases................................................ 15
Exchanges................................................ 15
Redemptions.............................................. 16
Frequent trading......................................... 16
Shareholder communications............................... 16
FINANCIAL HIGHLIGHTS........................................ 17
GLOSSARY
Glossary of investment terms............................. 18

</TABLE>

Table of contents 1
<PAGE>
Risk return summary

INTERNATIONAL FUND

International Fund is designed for long-term investors who seek growth
of capital and who can tolerate the greater risks associated with
common stock investments.

1. WHAT IS THE INVESTMENT OBJECTIVE OF INTERNATIONAL FUND?

--------------------------------------------------------------------------------

- INTERNATIONAL FUND seeks long-term growth of capital.

2. WHAT ARE THE MAIN INVESTMENT STRATEGIES OF INTERNATIONAL FUND?

The portfolio managers apply a "bottom up" approach in choosing
investments. In other words, the Fund's portfolio managers look for
companies with earnings growth potential one at a time. If the
portfolio managers are unable to find investments with earning growth
potential, a significant portion of the Fund's assets may be in cash
or similar investments.

The Fund may invest without limit in foreign equity and debt
securities and less than 35% of its net assets in high-yield/high risk
bonds.

International Fund normally invests at least 65% of its total assets
in securities of issuers from at least five different countries,
excluding the United States. Although the Fund intends to invest
substantially all of its assets in issuers located outside the United
States, it may invest in U.S. issuers and it may at times invest all
of its assets in fewer than five countries, or even a single country.

3. WHAT ARE THE MAIN RISKS OF INVESTING IN INTERNATIONAL FUND?

The biggest risk of investing in this Fund is that its returns may
vary, and you could lose money. If you are considering investing in
International Fund, remember that they it is designed for long-term
investors who can accept the risks of investing in a portfolio with
significant common stock holdings. Common stocks tend to be more
volatile than other investment choices.

International Fund may have significant exposure to foreign markets.
As a result, its returns and NAV may be affected to a large degree by
fluctuations in currency exchange rates or political or economic
conditions in a particular country.

An investment in the Fund is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

2 Janus Adviser Series
<PAGE>

The following information provides some indication of the risks of
investing in International Fund by showing how International Fund's
performance has varied over time. The Fund commenced operations on
August 1, 2000, after the reorganization of the Retirement Shares of
Janus Aspen Series into Janus Adviser Series. The returns for the Fund
reflect the performance of the Retirement Shares of Janus Aspen Series
prior to the reorganization. (The performance of the Retirement Shares
prior to May 1, 1997 reflects the performance of a different class of
Janus Aspen Series, restated to reflect the fees and expenses of the
Retirement Shares on May 1, 1997, ignoring any fee and expense
limitations.) The bar chart depicts the change in performance from
year to year during the period indicated. The table compares the
Fund's average annual returns for the periods indicated to a
broad-based securities market index.

INTERNATIONAL FUND

Annual returns for periods ended 12/31

22.92% 32.76% 16.15% 16.86% 81.32%
1995 1996 1997 1998 1999

Best Quarter 4th-1999 58.25% Worst Quarter 3rd-1998 (17.76%)

Average annual total return for periods ended 12/31/99
------------------------------------------------------

<TABLE>
<CAPTION>
Since Inception
of Predecessor Fund
1 year 5 years (5/2/94)
<S> <C> <C> <C>
International Fund 81.32% 32.06% 27.11%
Morgan Stanley Capital International EAFE(R)
Index* 26.96% 12.83% 11.22%
--------------------------------------------
</TABLE>

* The Morgan Stanley Capital International EAFE(R) Index is a market
capitalization weighted index composed of companies representative
of the market structure of 20 developed market countries in Europe,
Australasia and the Far East.

International Fund's past performance does not necessarily indicate
how it will perform in the future.

Risk return summary 3
<PAGE>

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy
and hold shares of the Fund. The information shown is based upon
estimated annualized expenses the Fund expects to incur during its
initial fiscal year.
<TABLE>
<CAPTION>
Total Annual Fund Total Annual Fund
Distribution Operating Operating
Management (12b-1) Other Expenses Total Expenses
Fee Fees(1) Expenses Without Waivers(2) Waivers With Waivers(2)
<S> <C> <C> <C> <C> <C> <C>
International Fund 0.65% 0.25% 0.53% 1.43% 0.19% 1.24%
</TABLE>

--------------------------------------------------------------------------------

(1) Long-term shareholders may pay more than the economic equivalent of
the maximum front-end sales charges permitted by the National
Association of Securities Dealers, Inc.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
-----------------------------------------------
<S> <C> <C> <C> <C>
International Fund $146 $452 $782 $1,713
</TABLE>

4 Janus Adviser Series
<PAGE>
Investment objective, principal investment
strategies and risks

INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

This section takes a closer look at the investment objective of
International Fund, its principal investment strategies and certain
risks of investing in International Fund. Strategies and policies that
are noted as "fundamental" cannot be changed without a shareholder
vote.

International Fund seeks long-term growth of capital. Normally, the
Fund pursues its objective by investing at least 65% of its total
assets in securities of issuers from at least five different
countries, excluding the United States. Although the Fund intends to
invest substantially all of its assets in issuers located outside the
United States, it may at times invest in U.S. issuers and it may at
times invest all of its assets in fewer than five countries or even a
single country.

The following questions and answers are designed to help you better understand
International Fund's principal investment strategies.

1. HOW ARE COMMON STOCKS SELECTED?

The Fund may invest substantially all of its assets in common stocks
if the portfolio managers believe that common stocks will appreciate
in value. The portfolio managers generally take a "bottom up" approach
to selecting companies. In other words, they seek to identify
individual companies with earnings growth potential that may not be
recognized by the market at large. They make this assessment by
looking at companies one at a time, regardless of size, country of
organization, place of principal business activity, or other similar
selection criteria. Realization of income is not a significant
consideration when choosing investments for the Fund. Income realized
on the Fund's investments will be incidental to its objective.

2. ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?

Generally, yes. The portfolio managers seek companies that meet their
selection criteria, regardless of where a company is located. Foreign
securities are generally selected on a stock-by-stock basis without
regard to any defined allocation among countries or geographic
regions. However, certain factors such as expected levels of
inflation, government policies influencing business conditions, the
outlook for currency relationships, and prospects for economic growth
among countries, regions or geographic areas may warrant greater
consideration in selecting foreign securities. There are no
limitations on the countries in which the Fund may invest and the Fund
may at times have significant foreign exposure.

3. WHAT IS A "SPECIAL SITUATION"?

The Fund may invest in special situations. A special situation arises
when the portfolio managers believe that the securities of an issuer
will be recognized and appreciate in value due to a specific
development with respect to that issuer. Special situations may
include significant changes in a company's allocation of its existing
capital, a restructuring of assets, or a redirection of free cash
flows. For example, issuers undergoing significant capital changes may
include companies involved in spin-offs, sales of divisions, mergers
or acquisitions, companies emerging from bankruptcy, or companies
initiating large changes in their debt to equity ratio. Companies that
are redirecting cash flows may be reducing debt, repurchasing shares
or paying dividends. Special situations may also result from (i)
significant changes in industry structure through regulatory
developments or shifts in competition; (ii) a new or improved product,

Investment objective, principal investment strategies and risks 5
<PAGE>

service, operation or technological advance; (iii) changes in senior
management; or (iv) significant changes in cost structure.

4. WHAT DOES "MARKET CAPITALIZATION" MEAN?

Market capitalization is the most commonly used measure of the size
and value of a company. It is computed by multiplying the current
market price of a share of the company's stock by the total number of
its shares outstanding. Although International Fund does not emphasize
companies of any particular size, a Fund with a larger asset base is
more likely to invest in larger, more established issuers.

GENERAL PORTFOLIO POLICIES

CASH POSITION
When the portfolio managers believe that market conditions are
unfavorable for profitable investing, or when they are otherwise
unable to locate attractive investment opportunities, the Fund's cash
or similar investments may increase. In other words, the Fund does not
always stay fully invested in stocks and bonds. Cash or similar
investments generally are a residual - they represent the assets that
remain after the portfolio managers have committed available assets to
desirable investment opportunities. However, the portfolio managers
may also temporarily increase the Fund's cash position to protect its
assets or maintain liquidity.

OTHER TYPES OF INVESTMENTS
International Fund invests primarily in domestic and foreign equity
securities, which may include preferred stocks, common stocks,
warrants and securities convertible into common or preferred stocks.
The Fund may also invest to a lesser degree in other types of
securities. These securities (which are described in the Glossary) may
include:

- debt securities

- indexed/structured securities

- high-yield/high-risk bonds (less than 35% of the Fund's assets)

- options, futures, forwards, swaps and other types of derivatives for
hedging purposes or for non-hedging purposes such as seeking to
enhance return

- securities purchased on a when-issued, delayed delivery or forward
commitment basis

6 Janus Adviser Series
<PAGE>

adopted by the Fund's Trustees, certain restricted securities may be
deemed liquid, and will not be counted toward this 15% limit.

SPECIAL SITUATIONS
The Fund may invest in special situations. A special situation arises
when, in the opinion of the Fund's portfolio managers, the securities
of a particular issuer will be recognized and appreciate in value due
to a specific development with respect to that issuer. Developments
creating a special situation might include, among others, a new
product or process, a technological breakthrough, a management change
or other extraordinary corporate event, or differences in market
supply of and demand for the security. The Fund's performance could
suffer if the anticipated development in a "special situation"
investment does not occur or does not attract the expected attention.

PORTFOLIO TURNOVER
The Fund generally intends to purchase securities for long-term
investment although, to a limited extent, the Fund may purchase
securities in anticipation of relatively short-term price gains.
Short-term transactions may also result from liquidity needs,
securities having reached a price or yield objective, changes in
interest rates or the credit standing of an issuer, or by reason of
economic or other developments not foreseen at the time of the
investment decision. The Fund may also sell one security and
simultaneously purchase the same or a comparable security to take
advantage of short-term differentials in bond yields or securities
prices. Changes are made in the Fund's portfolio whenever the
portfolio managers believe such changes are desirable. Portfolio
turnover rates are generally not a factor in making buy and sell
decisions.

Investment objective, principal investment strategies and risks 7
<PAGE>

RISKS FOR INTERNATIONAL FUND

The following questions and answers are designed to help you better understand
some of the risks of investing in International Fund.

1. THE FUND MAY INVEST IN SMALLER OR NEWER COMPANIES. DOES THIS CREATE ANY
SPECIAL RISKS?

2. HOW COULD THE FUND'S INVESTMENTS IN FOREIGN SECURITIES AFFECT ITS
PERFORMANCE?

8 Janus Adviser Series
<PAGE>

- TRANSACTION COSTS. Costs of buying, selling and holding foreign
securities, including brokerage, tax and custody costs, may be
higher than those involved in domestic transactions.

3. ARE THERE SPECIAL RISKS ASSOCIATED WITH INVESTMENTS IN HIGH-YIELD/HIGH-RISK
BONDS?

Please refer to the SAI for a description of bond rating categories.

4. HOW DOES THE FUND TRY TO REDUCE RISK?

The Fund may use futures, options, swaps and other derivative
instruments to "hedge" or protect its portfolio from adverse movements
in securities prices and interest rates. The Fund may also use a
variety of currency hedging techniques, including forward currency
contracts, to manage exchange rate risk. The portfolio managers
believe the use of these instruments will benefit the Fund. However,
the Fund's performance could be worse than if the Fund had not used
such instruments if the portfolio managers' judgement proves
incorrect. Risks associated with the use of derivative instruments are
described in the SAI.

Investment objective, principal investment strategies and risks 9
<PAGE>
Management of the Fund

INVESTMENT ADVISER

MANAGEMENT EXPENSES AND EXPENSE LIMITS

<TABLE>
<CAPTION>
Average Daily
Net Assets Annual Rate Expense Limit
Fee Schedule of Fund Percentage (%) Percentage (%)(1)
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
International Fund All Asset Levels 0.65 0.74
------------------------------------------------------------------------------------------------------------------
</TABLE>

10 Janus Adviser Series
<PAGE>

INVESTMENT PERSONNEL

PORTFOLIO MANAGERS

LAURENCE J. CHANG
--------------------------------------------------------------------------------
is Executive Vice President and co-manager of Janus Adviser
International Fund and Janus Adviser Worldwide Fund, each of
which he has co-managed since inception. He has also co-managed
Janus Aspen Worldwide Growth Portfolio, Janus Worldwide Fund,
Janus Aspen International Growth Portfolio and Janus Overseas
Fund since December 1999, September 1999, May 1998 and April
1998, respectively. He served as assistant portfolio manager for
Janus Aspen International Growth Portfolio and Janus Overseas
Fund since 1996. Mr. Chang joined Janus Capital in 1993 as a
research analyst. He received an undergraduate degree with honors
in Religion with a concentration in Philosophy from Dartmouth
College and a Masters Degree in Political Science from Stanford
University. Mr. Chang has earned the right to use the Chartered
Financial Analyst designation.

HELEN YOUNG HAYES
--------------------------------------------------------------------------------
is Executive Vice President and co-manager of Janus Adviser
International Fund and Janus Adviser Worldwide Fund, each of
which she has co-managed since inception. She also co-manages
Janus Aspen Worldwide Growth Portfolio, Janus Aspen International
Growth Portfolio, Janus Worldwide Fund and Janus Overseas Fund,
all of which she has managed or co-managed since their
inceptions. Ms. Hayes joined Janus Capital in 1987. She holds a
Bachelor of Arts in Economics from Yale University. Ms. Hayes has
earned the right to use the Chartered Financial Analyst
designation.

Management of the Fund 11
<PAGE>
Other information

ADMINISTRATIVE SERVICES FEE

DISTRIBUTION FEE

DISTRIBUTION OF THE FUND

12 Janus Adviser Series
<PAGE>
Distributions and taxes

DISTRIBUTIONS

DISTRIBUTION SCHEDULE

Dividends and capital gains are normally declared and paid in
December.

HOW DISTRIBUTIONS AFFECT NAV

Distributions are paid to shareholders as of the record date of the
distribution of the Fund, regardless of how long the shares have been
held. Undistributed income and realized gains are included in the
Fund's daily NAV. The share price of the Fund drops by the amount of
the distribution, net of any subsequent market fluctuations. As an
example, assume that on December 31, International Fund declared a
dividend in the amount of $0.25 per share. If International Fund's
share price was $10.00 on December 30, the Fund's share price on
December 31 would be $9.75, barring market fluctuations. Shareholders
should be aware that distributions from a taxable mutual fund are not
value-enhancing and may create income tax obligations.

"BUYING A DIVIDEND"

TAXES

TAXES ON DISTRIBUTIONS

Distributions and taxes 13
<PAGE>

TAXATION OF THE FUND

The Fund does not expect to pay any federal income or excise taxes
because it intends to meet certain requirements of the Internal
Revenue Code.

14 Janus Adviser Series
<PAGE>
Shareholder's guide

PRICING OF FUND SHARES

PURCHASES

EXCHANGES

- You may exchange shares of the Fund only for shares of another Fund
in Janus Adviser Series offered through your financial intermediary
or qualified plan.

- You must meet the minimum investment amount for the Fund.

Shareholder's guide 15
<PAGE>

REDEMPTIONS

FREQUENT TRADING

Frequent trading of Fund shares in response in short-term fluctuations
in the market -- also known as "market timing" -- may make it very
difficult to manage the Fund's investments. The Fund does not permit
frequent trading or market timing. When market timing occurs, the Fund
may have to sell portfolio securities to have the cash necessary to
redeem the market timer's shares. This can happen at a time when it is
not advantageous to sell any securities, which may harm the Fund's
performance. When large dollar amounts are involved, market timing can
also make it difficult to use long-term investment strategies because
the portfolio managers cannot predict how much cash the Fund will have
to invest. When in Janus Capital's opinion such activity would have a
disruptive effect on portfolio management, the Fund reserves the right
to refuse purchase orders and exchanges into the Fund by any person,
group or commonly controlled account. The Fund may notify a market
timer of rejection of a purchase or exchange order after the day the
order is placed. If the Fund allows a market timer to trade Fund
shares, it may require the market timer to enter into a written
agreement to follow certain procedures and limitations.

SHAREHOLDER COMMUNICATIONS

16 Janus Adviser Series
<PAGE>
Financial highlights

International Fund commenced operations on August 1, 2000, after the
reorganization of the Retirement Shares of Janus Aspen Series into
Janus Adviser Series. The financial highlights presented below are for
the Retirement Shares of the predecessor fund of Janus Aspen Series
(from inception of the Retirement Shares through December 31st of each
fiscal period shown). Items 1 through 8 reflect financial results for
a single Share. The total returns in the table represent the rate that
an investor would have earned (or lost) on an investment in the
Retirement Shares of the predecessor fund (assuming reinvestment of
all dividends and distributions). This information has been audited by
PricewaterhouseCoopers LLP, whose report, along with the Janus Aspen
Series' financial statements, is included in the Annual Report, which
is available upon request and incorporated by reference into the SAI.

<TABLE>
<CAPTION>
INTERNATIONAL GROWTH
PORTFOLIO - RETIREMENT SHARES
---------------------------------------------------------------------------------------------------------
Periods ending December 31
1999 1998 1997(1)
<S> <C> <C> <C>
1. NET ASSET VALUE, BEGINNING OF PERIOD $21.27 $18.44 $16.80
INCOME FROM INVESTMENT OPERATIONS:
2. Net investment income -- 0.05 0.04
3. Net gains or losses on securities (both realized and
unrealized) 17.30 3.07 1.73
4. Total from investment operations 17.30 3.12 1.77
LESS DISTRIBUTIONS:
5. Dividends (from net investment income) (0.01) (0.01) (0.09)
6. Distributions (from capital gains) -- (0.28) (0.04)
7. Total distributions (0.01) (0.29) (0.13)
8. NET ASSET VALUE, END OF PERIOD $38.56 $21.27 $18.44
9. Total return* 81.32% 16.86% 10.53%
10. Net assets, end of period (in thousands) $16,986 $17 $11
11. Average net assets for the period (in thousands) $3,738 $13 $11
12. Ratio of gross expenses to average net assets**(3) 1.25%(2) 1.35%(2) 1.45%(2)
13. Ratio of net expenses to average net assets**(4) 1.24% 1.35% 1.45%
14. Ratio of net investment income to average net assets** (0.29%) 0.26% 0.26%
15. Portfolio turnover rate** 80% 93% 86%
---------------------------------------------------------------------------------------------------------
</TABLE>

* Total return not annualized for periods of less than one year.
** Annualized for periods of less than one full year.
(1) May 1, 1997 (inception) to December 31, 1997.
(2) The ratio was 1.32% in 1999, 1.44% in 1998 and 1.57% in 1997 before
reduction of the management fees to the effective rate of Janus Overseas
Fund.
(3) The expense ratio reflects expenses prior to any expense offset
arrangements.
(4) The expense ratio reflects expenses after any expense offset arrangements.

Financial highlights 17
<PAGE>
Glossary of investment terms

I. EQUITY AND DEBT SECURITIES

CONVERTIBLE SECURITIES are preferred stocks or bonds that pay a fixed
dividend or interest payment and are convertible into common stock at
a specified price or conversion ratio.

MORTGAGE- AND ASSET-BACKED SECURITIES are shares in a pool of
mortgages or other debt. These securities are generally pass-through
securities, which means that principal and interest payments on the
underlying securities (less servicing fees) are passed through to
shareholders on a pro rata basis. These securities involve prepayment
risk, which is the risk that the underlying mortgages or other debt
may be refinanced or paid off prior to their maturities during periods
of declining interest rates. In that case, the portfolio managers may
have to reinvest the proceeds from the securities at a lower rate.
Potential market gains on a security subject to prepayment risk may be
more limited than potential market gains on a comparable security that
is not subject to prepayment risk.

18 Janus Adviser Series
<PAGE>

RULE 144A SECURITIES are securities that are not registered for sale
to the general public under the Securities Act of 1933, but that may
be resold to certain institutional investors.

STANDBY COMMITMENTS are obligations purchased by the Fund from a
dealer that give the Fund the option to sell a security to the dealer
at a specified price.

Glossary of investment terms 19
<PAGE>

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

INTEREST RATE SWAPS involve the exchange by two parties of their
respective commitments to pay or receive interest (e.g., an exchange
of floating rate payments for fixed rate payments).

20 Janus Adviser Series
<PAGE>

mechanism that multiplies the effects of change in the underlying
index. Such mechanism may increase the volatility of the security's
market value.

Glossary of investment terms 21
<PAGE>

[JANUS LOGO]

1-800-525-0020
100 Fillmore Street
Denver, Colorado 80206-4928
janus.com

Investment Company Act File No. 811-9885
INSPROADVINTL0700
<PAGE>

[JANUS LOGO]

Janus Adviser Series

PROSPECTUS
JULY 31, 2000

Janus Adviser Worldwide Fund

This prospectus describes Janus Adviser Worldwide Fund
("Worldwide Fund" or the "Fund"), a portfolio of Janus Adviser
Series.
<PAGE>

Table of contents

<TABLE>
<S> <C>
RISK/RETURN SUMMARY
Worldwide Fund................................................ 2
Fees and expenses............................................. 4
INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES AND RISKS
Worldwide Fund................................................ 5
General portfolio policies.................................... 6
Risks for Worldwide Fund...................................... 8
MANAGEMENT OF THE FUND
Investment adviser............................................ 10
Management expenses and expense limits........................ 10
Investment personnel.......................................... 11
OTHER INFORMATION................................................ 12
DISTRIBUTIONS AND TAXES
Distributions................................................. 13
Taxes......................................................... 13
SHAREHOLDER'S GUIDE
Pricing of fund shares........................................ 15
Purchases..................................................... 15
Exchanges..................................................... 15
Redemptions................................................... 16
Frequent trading.............................................. 16
Shareholder communications.................................... 16
FINANCIAL HIGHLIGHTS............................................. 17
GLOSSARY
Glossary of investment terms.................................. 18

</TABLE>

Table of contents 1
<PAGE>
Risk return summary

WORLDWIDE FUND

Worldwide Fund is designed for long-term investors who seek growth of
capital and who can tolerate the greater risks associated with common
stock investments.

1. WHAT IS THE INVESTMENT OBJECTIVE OF WORLDWIDE FUND?

--------------------------------------------------------------------------------

- WORLDWIDE FUND seeks long-term growth of capital in a manner
consistent with the preservation of capital.

2. WHAT ARE THE MAIN INVESTMENT STRATEGIES OF WORLDWIDE FUND?

The portfolio managers apply a "bottom up" approach in choosing
investments. In other words, the Fund's portfolio managers look for
companies with earnings growth potential one at a time. If the
portfolio managers are unable to find investments with earnings growth
potential, a significant portion of the Fund's assets may be in cash
or similar investments.

The Fund may invest without limit in foreign equity and debt
securities and less than 35% of its net assets in high-yield/high risk
bonds.

Worldwide Fund invests primarily in common stocks of companies of any
size throughout the world. The Fund normally invests in issuers from
at least five different countries, including the United States. The
Fund may at times invest in fewer than five countries or even a single
country.

3. WHAT ARE THE MAIN RISKS OF INVESTING IN WORLDWIDE FUND?

The biggest risk of investing in the Fund is that its returns may
vary, and you could lose money. If you are considering investing in
Worldwide Fund, remember that it is designed for long-term investors
who can accept the risks of investing in a portfolio with significant
common stock holdings. Common stocks tend to be more volatile than
other investment choices.

Worldwide Fund may have significant exposure to foreign markets. As a
result, its returns and NAV may be affected to a large degree by
fluctuations in currency exchange rates or political or economic
conditions in a particular country.

An investment in the Fund is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

2 Janus Adviser Series
<PAGE>

The following information provides some indication of the risks of
investing in Worldwide Fund by showing how Worldwide Fund's
performance has varied over time. The Fund commenced operations on
August 1, 2000, after the reorganization of the Retirement Shares of
Janus Aspen Series into Janus Adviser Series. The returns for the Fund
reflect the performance of the Retirement Shares of Janus Aspen Series
prior to the reorganization. (The performance of the Retirement Shares
prior to May 1, 1997 reflects the performance of a different class of
Janus Aspen Series, restated to reflect the fees and expenses of the
Retirement Shares on May 1, 1997, ignoring any fee and expense
limitations.) The bar chart depicts the change in performance from
year to year during the period indicated. The table compares the
Fund's average annual returns for the periods indicated to a
broad-based securities market index.

WORLDWIDE FUND

Annual Returns for Periods Ended 12/31

1.20% 26.82% 28.15% 20.96% 28.25% 63.66%
1994 1995 1996 1997 1998 1999

Best Quarter: 4th-1999 42.05% Worst Quarter: 3rd-1998 (16.16%)

Average annual total return for periods ended 12/31/99
------------------------------------------------------

<TABLE>
<CAPTION>
Since Inception
of Predecessor Fund
1 year 5 years (9/13/93)
----------------------------------------
<S> <C> <C> <C>
Worldwide Fund 63.66% 32.78% 28.77%
Morgan Stanley Capital International World Index* 24.93% 19.76% 16.41%
</TABLE>

* The Morgan Stanley Capital International World Index is a market
capitalization weighted index composed of companies representative
of the market structure of 21 Developed Market countries in North
America, Europe and the Asia/Pacific Region.

Worldwide Fund's past performance does not necessarily indicate how it
will perform in the future.

Risk return summary 3
<PAGE>

FEES AND EXPENSES

<TABLE>
<CAPTION>
Total Annual Fund Total Annual Fund
Distribution Operating Operating
Management (12b-1) Other Expenses Total Expenses
Fee Fees(1) Expenses Without Waivers(2) Waivers With Waivers(2)
<S> <C> <C> <C> <C> <C> <C>
Capital Appreciation Fund 0.65% 0.25% 0.32% 1.22% 0.02% 1.20%
</TABLE>

--------------------------------------------------------------------------------

(1) Long-term shareholders may pay more than the economic equivalent of
the maximum front-end sales charges permitted by the National
Association of Securities Dealers, Inc.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
---------------------------------------------------
<S> <C> <C> <C> <C>
Worldwide Fund $124 $387 $670 $1,477
</TABLE>

4 Janus Adviser Series
<PAGE>
Investment objective, principal investment
strategies and risks

INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

This section takes a closer look at the investment objective of
Worldwide Fund, its principal investment strategies and certain risks
of investing in Worldwide Fund. Strategies and policies that are noted
as "fundamental" cannot be changed without a shareholder vote.

Worldwide Fund seeks long-term growth of capital in a manner
consistent with the preservation of capital. It pursues its objective
by investing primarily in common stocks of companies of any size
throughout the world. The Fund normally invests in issuers from at
least five different countries, including the United States. The Fund
may at times invest in fewer than five countries or even a single
country.

The following questions and answers are designed to help you better understand
Worldwide Fund's principal investment strategies.

1. HOW ARE COMMON STOCKS SELECTED?

The Fund may invest substantially all of its assets in common stocks
if its portfolio managers believe that common stocks will appreciate
in value. The portfolio managers generally take a "bottom up" approach
to selecting companies. In other words, they seek to identify
individual companies with earnings growth potential that may not be
recognized by the market at large. They make this assessment by
looking at companies one at a time, regardless of size, country of
organization, place of principal business activity, or other similar
selection criteria. Realization of income is not a significant
consideration when choosing investments for the Fund. Income realized
on the Fund's investments will be incidental to its objective.

2. ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?

3. WHAT IS A "SPECIAL SITUATION"?

Investment objective, principal investment strategies and risks 5
<PAGE>

service, operation or technological advance; (iii) changes in senior
management; or (iv) significant changes in cost structure.

4. WHAT DOES "MARKET CAPITALIZATION" MEAN?

Market capitalization is the most commonly used measure of the size
and value of a company. It is computed by multiplying the current
market price of a share of the company's stock by the total number of
its shares outstanding. Although Worldwide Fund does not emphasize
companies of any particular size, a Fund with a larger asset base is
more likely to invest in larger, more established issuers.

GENERAL PORTFOLIO POLICIES

OTHER TYPES OF INVESTMENTS
Worldwide Fund invests primarily in domestic and foreign equity
securities, which may include preferred stocks, common stocks,
warrants and securities convertible into common or preferred stocks.
The Fund may also invest to a lesser degree in other types of
securities. These securities (which are described in the Glossary) may
include:

- debt securities

- indexed/structured securities

- high-yield/high-risk bonds (less than 35% of the Fund's assets)

- options, futures, forwards, swaps and other types of derivatives for
hedging purposes or for non-hedging purposes such as seeking to
enhance return

- securities purchased on a when-issued, delayed delivery or forward
commitment basis

6 Janus Adviser Series
<PAGE>

adopted by the Fund's Trustees, certain restricted securities may be
deemed liquid, and will not be counted toward this 15% limit.

PORTFOLIO TURNOVER
The Fund generally intends to purchase securities for long-term
investment although, to a limited extent, the Fund may purchase
securities in anticipation of relatively short-term price gains.
Short-term transactions may also result from liquidity needs,
securities having reached a price or yield objective, changes in
interest rates or the credit standing of an issuer, or by reason of
economic or other developments not foreseen at the time of the
investment decision. The Fund may also sell one security and
simultaneously purchase the same or a comparable security to take
advantage of short-term differentials in bond yields or securities
prices. Changes are made in the Fund's portfolio whenever the
portfolio managers believe such changes are desirable. Portfolio
turnover rates are generally not a factor in making buy and sell
decisions.

Investment objective, principal investment strategies and risks 7
<PAGE>

RISKS FOR WORLDWIDE FUND

The following questions and answers are designed to help you better understand
some of the risks of investing in Worldwide Fund.

1. THE FUND MAY INVEST IN SMALLER OR NEWER COMPANIES. DOES THIS CREATE ANY
SPECIAL RISKS?

2. HOW COULD THE FUND'S INVESTMENTS IN FOREIGN SECURITIES AFFECT ITS
PERFORMANCE?

8 Janus Adviser Series
<PAGE>

- TRANSACTION COSTS. Costs of buying, selling and holding foreign
securities, including brokerage, tax and custody costs, may be
higher than those involved in domestic transactions.

3. ARE THERE SPECIAL RISKS ASSOCIATED WITH INVESTMENTS IN HIGH-YIELD/HIGH-RISK
BONDS?

Please refer to the SAI for a description of bond rating categories.

4. HOW DOES THE FUND TRY TO REDUCE RISK?

The Fund may use futures, options, swaps and other derivative
instruments to "hedge" or protect its portfolio from adverse movements
in securities prices and interest rates. The Fund may also use a
variety of currency hedging techniques, including forward currency
contracts, to manage exchange rate risk. The portfolio managers
believe the use of these instruments will benefit the Fund. However,
the Fund's performance could be worse than if the Fund had not used
such instruments if the portfolio managers' judgement proves
incorrect. Risks associated with the use of derivative instruments are
described in the SAI.

Investment objective, principal investment strategies and risks 9
<PAGE>
Management of the Fund

INVESTMENT ADVISER

MANAGEMENT EXPENSES AND EXPENSE LIMITS

<TABLE>
<CAPTION>
Average Daily
Net Assets Annual Rate Expense Limit
Fee Schedule of Fund Percentage (%) Percentage (%)(1)
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Worldwide Fund All Asset Levels 0.65 0.70
--------------------------------------------------------------------------------------------------------------
</TABLE>

10 Janus Adviser Series
<PAGE>

INVESTMENT PERSONNEL

PORTFOLIO MANAGERS

Management of the Fund 11
<PAGE>
Other information

ADMINISTRATIVE SERVICES FEE

DISTRIBUTION FEE

DISTRIBUTION OF THE FUND

12 Janus Adviser Series
<PAGE>
Distributions and taxes

DISTRIBUTIONS

DISTRIBUTION SCHEDULE

Dividends and capital gains are normally declared and paid in
December.

HOW DISTRIBUTIONS AFFECT NAV

Distributions are paid to shareholders as of the record date of the
distribution of the Fund, regardless of how long the shares have been
held. Undistributed income and realized gains are included in the
Fund's daily NAV. The share price of the Fund drops by the amount of
the distribution, net of any subsequent market fluctuations. As an
example, assume that on December 31, Worldwide Fund declared a
dividend in the amount of $0.25 per share. If Worldwide Fund's share
price was $10.00 on December 30, the Fund's share price on December 31
would be $9.75, barring market fluctuations. Shareholders should be
aware that distributions from a taxable mutual fund are not
value-enhancing and may create income tax obligations.

"BUYING A DIVIDEND"

TAXES

TAXES ON DISTRIBUTIONS

Distributions and taxes 13
<PAGE>

TAXATION OF THE FUND

The Fund does not expect to pay any federal income or excise taxes
because its intends to meet certain requirements of the Internal
Revenue Code.

14 Janus Adviser Series
<PAGE>
Shareholder's guide

PRICING OF FUND SHARES

PURCHASES

EXCHANGES

- You may exchange shares of the Fund only for shares of another Fund
in Janus Adviser Series offered through your financial intermediary
or qualified plan.

- You must meet the minimum investment amount for the Fund.

Shareholder's guide 15
<PAGE>

REDEMPTIONS

FREQUENT TRADING

Frequent trading of Fund shares in response in short-term fluctuations
in the market -- also known as "market timing" -- may make it very
difficult to manage the Fund's investments. The Fund does not permit
frequent trading or market timing. When market timing occurs, the Fund
may have to sell portfolio securities to have the cash necessary to
redeem the market timer's shares. This can happen at a time when it is
not advantageous to sell any securities, which may harm the Fund's
performance. When large dollar amounts are involved, market timing can
also make it difficult to use long-term investment strategies because
the portfolio managers cannot predict how much cash the Fund will have
to invest. When in Janus Capital's opinion such activity would have a
disruptive effect on portfolio management, the Fund reserves the right
to refuse purchase orders and exchanges into the Fund by any person,
group or commonly controlled account. The Fund may notify a market
timer of rejection of a purchase or exchange order after the day the
order is placed. If the Fund allows a market timer to trade Fund
shares, it may require the market timer to enter into a written
agreement to follow certain procedures and limitations.

SHAREHOLDER COMMUNICATIONS

16 Janus Adviser Series
<PAGE>
Financial highlights

Worldwide Fund commenced operations on August 1, 2000, after the
reorganization of the Retirement Shares of Janus Aspen Series into
Janus Adviser Series. The financial highlights presented below are for
the Retirement Shares of the predecessor fund of Janus Aspen Series
(from inception of the Retirement Shares through December 31st of each
fiscal period shown). Items 1 through 8 reflect financial results for
a single Share. The total returns in the table represent the rate that
an investor would have earned (or lost) on an investment in the
Retirement Shares of the predecessor fund (assuming reinvestment of
all dividends and distributions). This information has been audited by
PricewaterhouseCoopers LLP, whose report, along with the Janus Aspen
Series' financial statements, is included in the Annual Report, which
is available upon request and incorporated by reference into the SAI.

<TABLE>
<CAPTION>
WORLDWIDE GROWTH PORTFOLIO -
RETIREMENT SHARES
---------------------------------------------------------------------------------------------------------
Periods ending December 31
1999 1998 1997(1)
<S> <C> <C> <C>
1. NET ASSET VALUE, BEGINNING OF PERIOD $29.06 $23.36 $20.72

INCOME FROM INVESTMENT OPERATIONS:
2. Net investment income (0.04) 0.02 0.14
3. Net gains or losses on securities (both realized and
unrealized) 18.54 6.57 2.80
4. Total from investment operations 18.50 6.59 2.94

LESS DISTRIBUTIONS:
5. Dividends (from net investment income) -- (0.02) (0.14)
6. Distributions (from capital gains) -- (0.87) (0.16)
7. Total distributions -- (0.89) (0.30)
8. NET ASSET VALUE, END OF PERIOD $47.56 $29.06 $23.36
9. Total return* 63.66% 28.25% 14.22%
10. Net assets, end of period (in thousands) $174,399 $5,837 $403
11. Average net assets for the period (in thousands) $49,424 $1,742 $11
12. Ratio of gross expenses to average net assets**(3) 1.21%(2) 1.22%(2) 1.26%(2)
13. Ratio of net expenses to average net assets**(4) 1.21% 1.22% 1.26%
14. Ratio of net investment income to average net assets** (0.34%) (0.02%) 0.16%
15. Portfolio turnover rate** 67% 77% 80%
---------------------------------------------------------------------------------------------------------
</TABLE>

* Total return not annualized for periods of less than one year.
** Annualized for periods of less than one full year.
(1) May 1, 1997 (inception) to December 31, 1997.
(2) The ratio was 1.21% in 1999, 1.24% in 1998 and 1.32% in 1997 before
reduction of the management fees to the effective rate of Janus Worldwide
Fund.
(3) The expense ratio reflects expenses prior to any expense offset
arrangements.
(4) The expense ratio reflects expenses after any expense offset arrangements.

Financial highlights 17
<PAGE>
Glossary of investment terms

I. EQUITY AND DEBT SECURITIES

CONVERTIBLE SECURITIES are preferred stocks or bonds that pay a fixed
dividend or interest payment and are convertible into common stock at
a specified price or conversion ratio.

MORTGAGE- AND ASSET-BACKED SECURITIES are shares in a pool of
mortgages or other debt. These securities are generally pass-through
securities, which means that principal and interest payments on the
underlying securities (less servicing fees) are passed through to
shareholders on a pro rata basis. These securities involve prepayment
risk, which is the risk that the underlying mortgages or other debt
may be refinanced or paid off prior to their maturities during periods
of declining interest rates. In that case, the portfolio managers may
have to reinvest the proceeds from the securities at a lower rate.
Potential market gains on a security subject to prepayment risk may be
more limited than potential market gains on a comparable security that
is not subject to prepayment risk.

18 Janus Adviser Series
<PAGE>

RULE 144A SECURITIES are securities that are not registered for sale
to the general public under the Securities Act of 1933, but that may
be resold to certain institutional investors.

STANDBY COMMITMENTS are obligations purchased by the Fund from a
dealer that give the Fund the option to sell a security to the dealer
at a specified price.

Glossary of investment terms 19
<PAGE>

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

INTEREST RATE SWAPS involve the exchange by two parties of their
respective commitments to pay or receive interest (e.g., an exchange
of floating rate payments for fixed rate payments).

20 Janus Adviser Series
<PAGE>

mechanism that multiplies the effects of change in the underlying
index. Such mechanism may increase the volatility of the security's
market value.

Glossary of investment terms 21
<PAGE>

[JANUS LOGO]

1-800-525-0020
100 Fillmore Street
Denver, Colorado 80206-4928
janus.com

Investment Company Act File No. 811-9885

INSPROADVWW0700