JANUS ADVISER SERIES, 497, 2001-01-05

JANUS ADVISER SERIES
497, 2001-01-05

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<PAGE>

[JANUS LOGO]

Janus Adviser Series

PROSPECTUS
DECEMBER 31, 2000
Janus Adviser Growth Fund
Janus Adviser Aggressive Growth Fund
Janus Adviser Capital Appreciation Fund
Janus Adviser Balanced Fund
Janus Adviser Equity Income Fund
Janus Adviser Growth and Income Fund
Janus Adviser Strategic Value Fund
Janus Adviser International Fund
Janus Adviser Worldwide Fund
Janus Adviser Flexible Income Fund
Janus Adviser Money Market 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 eleven portfolios of Janus Adviser
Series (the "Funds") with a variety of investment objectives,
including growth of capital, current income and a combination of
growth and income.
<PAGE>

Table of contents

<TABLE>
<S> <C>
RISK/RETURN SUMMARY
Equity Funds............................................. 2
Flexible Income Fund..................................... 12
Money Market Fund........................................ 14
Fees and expenses........................................ 16
INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES AND
RISKS
Equity Funds............................................. 18
Flexible Income Fund..................................... 23
General portfolio policies of the Funds other than Money
Market Fund.............................................. 24
Risks for Equity Funds................................... 27
Risks for Flexible Income Fund........................... 28
Risks common to all Non-Money Market Funds............... 28
Money Market Fund........................................ 30
MANAGEMENT OF THE FUNDS
Investment adviser....................................... 33
Management expenses and expense limits................... 34
Investment personnel..................................... 35
OTHER INFORMATION........................................... 38
DISTRIBUTIONS AND TAXES
Distributions............................................ 39
Funds other than Money Market Fund....................... 39
Money Market Fund........................................ 39
Taxes.................................................... 40
SHAREHOLDER'S GUIDE
Pricing of fund shares................................... 41
Purchases................................................ 41
Exchanges................................................ 42
Redemptions.............................................. 42
Excessive trading........................................ 42
Shareholder communications............................... 42
FINANCIAL HIGHLIGHTS........................................ 43
GLOSSARY
Glossary of investment terms............................. 53
RATING CATEGORIES
Explanation of rating categories......................... 57

</TABLE>

Table of contents 1
<PAGE>
Risk return summary

EQUITY FUNDS

The Equity Funds are designed for long-term investors who primarily
seek growth of capital and who can tolerate the greater risks
associated with common stock investments. Although Balanced Fund,
Equity Income Fund and Growth and Income Fund may also emphasize
varying degrees of income, they are not designed for investors who
desire a consistent level of income.

1. WHAT ARE THE INVESTMENT OBJECTIVES OF THE EQUITY FUNDS?

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

DOMESTIC EQUITY FUNDS

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

- AGGRESSIVE GROWTH FUND, CAPITAL APPRECIATION FUND AND STRATEGIC
VALUE FUND seek long-term growth of capital.

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

- EQUITY INCOME FUND seeks current income and long-term growth of
capital.

- GROWTH AND INCOME FUND seeks long-term capital growth and current
income.

GLOBAL/INTERNATIONAL EQUITY FUNDS

- INTERNATIONAL FUND seeks long-term growth of capital.

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

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

2. WHAT ARE THE MAIN INVESTMENT STRATEGIES OF THE EQUITY FUNDS?

The portfolio managers apply a "bottom up" approach in choosing
investments. In other words, the Funds' portfolio managers look at
companies one at a time to determine if a company is an attractive
investment opportunity and if it is consistent with a Fund's
investment policies. If a portfolio manager is unable to find
investments with earnings growth potential, a significant portion of a
Fund's assets may be in cash or similar investments.

Each Fund may invest without limit in foreign equity and debt
securities.

Each Fund will limit its investment in high-yield/high-risk bonds to
less than 35% of its net assets.

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.

2 Janus Adviser Series
<PAGE>

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.

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.

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.

EQUITY INCOME FUND normally emphasizes investments in common stocks,
and growth potential is a significant investment consideration.
Normally, it invests at least 65% of its invested assets in income-
producing equity securities.

GROWTH AND INCOME FUND normally emphasizes investments in common
stocks. It will normally invest up to 75% of its assets in equity
securities selected primarily for their growth potential, and at least
25% of its assets in securities the portfolio manager believes have
income potential.

STRATEGIC VALUE FUND invests primarily in common stocks with the
potential for long-term growth of capital using a "value" approach.
The "value" approach emphasizes investments in companies the portfolio
manager believes are undervalued relative to their intrinsic worth.

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.

WORLDWIDE FUND invests primarily in common stocks of companies of any
size located 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 THE EQUITY FUNDS?

The biggest risk is that the Funds' returns may vary, and you could
lose money. If you are considering investing in any of the Equity
Funds, remember that they are each 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 a Fund's portfolio may decrease if the value of an
individual company in the portfolio decreases and, in the case of
Strategic Value Fund, if the portfolio manager's belief about a
company's intrinsic worth is incorrect. The value of a Fund's
portfolio could also decrease if the stock market goes down. If the
value of a Fund's portfolio decreases, a Fund's net asset value (NAV)
will also decrease, which means if you sell your shares in a Fund you
may get back less money.

The income component of BALANCED FUND, EQUITY INCOME FUND AND GROWTH
AND INCOME FUND portfolios includes fixed-income securities. A
fundamental risk of these securities is that their value will fall if
interest rates rise. Since the value of a fixed-income portfolio will
generally decrease when interest rates rise, 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 will be unable to make principal and interest payments when
due.

Risk return summary 3
<PAGE>

INTERNATIONAL FUND AND WORLDWIDE FUND may have significant exposure to
foreign markets. As a result, their 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.

AGGRESSIVE GROWTH FUND, CAPITAL APPRECIATION FUND AND STRATEGIC VALUE
FUND are nondiversified. This means they 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 a Fund's NAV and total return.

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

The following information provides some indication of the risks of
investing in the Equity Funds by showing how each Equity Fund's
performance has varied over time. These Funds (except Strategic Value
Fund) commenced operations on August 1, 2000, after the reorganization
of the Retirement Shares of Janus Aspen Series into the Funds of Janus
Adviser Series. (Strategic Value Fund is a newly organized Fund.) The
returns for the reorganized Funds 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 charts
depict the change in performance from year to year during the periods
indicated. The tables compare each 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%)

The Fund's year-to-date return for the calendar quarter ended
September 30, 2000, was 2.75%.

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.

4 Janus Adviser Series
<PAGE>

AGGRESSIVE GROWTH FUND

Annual returns for periods ended 12/31

16.03% 26.92% 7.19% 11.91% 33.58% 124.34%
1994 1995 1996 1997 1998 1999

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

The Fund's year-to-date return for the calendar quarter ended
September 30, 2000, was (0.69%).

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.

Risk return summary 5
<PAGE>

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%)

The Fund's year-to-date return for the calendar quarter ended
September 30, 2000, was (0.84%).

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.

6 Janus Adviser Series
<PAGE>

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%)

The Fund's year-to-date return for the calendar quarter ended
September 30, 2000, was (0.03%).

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.

Risk return summary 7
<PAGE>

EQUITY INCOME FUND

Annual returns for periods ended 12/31

45.55% 40.94%
1998 1999

Best Quarter 4th-1998 28.28% Worst Quarter 3rd-1998 (7.28%)

The Fund's year-to-date return for the calendar quarter ended
September 30, 2000, was (2.37%).

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>
Equity Income Fund 40.94% 46.15%
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.

8 Janus Adviser Series
<PAGE>

GROWTH AND INCOME FUND

Annual returns for periods ended 12/31

73.20%
1999

Best Quarter 4th-1999 38.24% Worst Quarter 3rd-1999 4.18%

The Fund's year-to-date return for the calendar quarter ended
September 30, 2000, was (4.98%).

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

<TABLE>
<CAPTION>
Since Inception
of Predecessor Fund
1 year (5/1/98)
<S> <C> <C>
Growth and Income Fund 73.20% 54.57%
S&P 500 Index* 21.03% 19.85%
---------------------------------
</TABLE>

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

Risk return summary 9
<PAGE>

STRATEGIC VALUE FUND

Since Strategic Value Fund is a newly organized Fund, there is no
annual performance available as of the date of this Prospectus.

The Fund's year-to-date return for the calendar quarter ended
September 30, 2000, was (0.70%).

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%)

The Fund's year-to-date return for the calendar quarter ended
September 30, 2000, was (3.08%).

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.

10 Janus Adviser Series
<PAGE>

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%)

The Fund's year-to-date return for the calendar quarter ended
September 30, 2000, was (3.61%).

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.

The Equity Funds' past performance does not necessarily indicate how
they will perform in the future.

Risk return summary 11
<PAGE>

FLEXIBLE INCOME FUND

Flexible Income Fund is designed for long-term investors who primarily
seek total maximum return.

1. WHAT IS THE INVESTMENT OBJECTIVE OF FLEXIBLE INCOME FUND?

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

- FLEXIBLE INCOME FUND seeks to obtain maximum total return,
consistent with preservation of capital.

The 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 FLEXIBLE INCOME FUND?

In addition to considering economic factors such as the effect of
interest rates on the Fund's investments, the portfolio manager
applies a "bottom up" approach in choosing investments. This means
that the Fund's portfolio manager looks at income-producing securities
one at a time to determine if an income-producing security is an
attractive investment and if it is consistent with the Fund's
investment policies. If the portfolio manager is unable to find such
investments, the Fund's assets may be in cash or similar investments.

The Fund may invest without limit in foreign debt and equity
securities.

Flexible Income Fund invests primarily in a wide variety of
income-producing securities such as corporate bonds and notes,
government securities and preferred stock. As a fundamental policy,
the Fund will invest at least 80% of its assets in income-producing
securities. The Fund may own an unlimited amount of
high-yield/high-risk bonds.

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

Although the Fund may be less volatile than funds that invest most of
their assets in common stocks, the Fund's returns and yields will
vary, and you could lose money.

The Fund invests in a variety of fixed-income securities. A
fundamental risk of these securities is that their value will fall if
interest rates rise. Since the value of a fixed-income portfolio will
generally decrease when interest rates rise, the Fund's NAV will
likewise decrease. Another fundamental risk associated with the Fund
is credit risk, which is the risk that an issuer will be unable to
make principal and interest payments when due.

The Fund may invest an unlimited amount in high-yield/high-risk bonds,
also known as "junk" bonds. High-yield/high-risk bonds may be more
sensitive to economic changes, political changes, or adverse
developments specific to the company that issued the bond. These bonds
generally have a greater credit risk than other types of fixed-income
securities. Because of these factors, the performance and NAV of the
Fund may vary significantly, depending upon its holdings of
high-yield/high-risk bonds.

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.

12 Janus Adviser Series
<PAGE>

The following information provides some indication of the risks of
investing in Flexible Income Fund by showing how the 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 the Funds of Janus Adviser Series. The
following returns 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 periods indicated. The table
compares the average annual returns of the Fund for the periods
indicated to a broad-based securities market index.

FLEXIBLE INCOME FUND

Annual returns for periods ended 12/31

(1.25%) 23.47% 8.62% 10.77% 8.58% 0.90%
1994 1995 1996 1997 1998 1999

Best Quarter: 2nd-1995 6.61% Worst Quarter: 2nd-1999 (1.38%)

The Fund's year-to-date return for the calendar quarter ended
September 30, 2000, was 2.85%.

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>
Flexible Income Fund 0.90% 10.24% 7.89%
Lehman Brothers Gov't/Corp Bond Index* (2.15%) 7.61% 5.40%
---------------------------------------------
</TABLE>

* Lehman Brothers Gov't/Corp Bond Index is composed of all bonds that
are of investment grade with at least one year until maturity.

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

Risk return summary 13
<PAGE>

MONEY MARKET FUND

Money Market Fund is designed for investors who seek current income.

1. WHAT IS THE INVESTMENT OBJECTIVE OF MONEY MARKET FUND?

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

- MONEY MARKET FUND seeks maximum current income to the extent
consistent with stability of capital.

The 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 in the Fund's objective or policies, you should
consider whether it 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 MONEY MARKET FUND?

MONEY MARKET FUND will invest only in high-quality, short-term money
market instruments that present minimal credit risks, as determined by
Janus Capital. The Fund invests primarily in high quality debt
obligations and obligations of financial institutions. Debt
obligations may include commercial paper, notes and bonds, and
variable amount master demand notes. Obligations of financial
institutions include certificates of deposit and time deposits.

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

The Fund's yield will vary as the short-term securities in the
portfolio mature and the proceeds are reinvested in securities with
different interest rates. Over time, the real value of the Fund's
yield may be eroded by inflation. Although Money Market Fund invests
only in high-quality, short-term money market instruments, there is a
risk that the value of the securities it holds will fall as a result
of changes in interest rates, an issuer's actual or perceived
credit-worthiness or an issuer's ability to meet its obligations.

An investment in Money Market Fund is not a deposit of a bank and is
not insured or guaranteed by the Federal Deposit Insurance Corporation
or any other government agency. Although the Fund seeks to preserve
the value of your investment at $1.00 per share, it is possible to
lose money by investing in Money Market Fund.

14 Janus Adviser Series
<PAGE>

The following information provides some indication of the risks of
investing in Money Market Fund by showing how the 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 the Funds of Janus Adviser Series. The following returns
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 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 periods indicated.

MONEY MARKET FUND

Annual returns for periods ended 12/31

4.24% 4.02% 4.85% 4.45%
1996 1997 1998 1999

Best Quarter: 4th-1999 1.29% Worst Quarter: 1st-1997 0.64%

The Fund's year-to-date return for the calendar quarter ended
September 30, 2000, was 4.20%.

For Money Market Fund's current yield, call the Janus XpressLine(TM)
at 1-888-979-7737.

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

Risk return summary 15
<PAGE>

FEES AND EXPENSES

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

ANNUAL FUND OPERATING EXPENSES are paid out of a 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 on the next page
shows, these costs are borne indirectly by all shareholders.

16 Janus Adviser Series
<PAGE>

This table describes the fees and expenses that you may pay if you buy
and hold shares of the Funds. The information shown is based upon
estimated annualized expenses the Funds expect to incur during their
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>
Growth Fund 0.65% 0.25% 0.29% 1.19% 0.02% 1.17%
Aggressive Growth Fund 0.65% 0.25% 0.28% 1.18% 0.02% 1.16%
Capital Appreciation Fund 0.65% 0.25% 0.36% 1.26% 0.08% 1.18%
Balanced Fund 0.65% 0.25% 0.29% 1.19% 0.02% 1.17%
Equity Income Fund 0.65% 0.25% 6.14% 7.04% 5.29% 1.75%
Growth and Income Fund 0.65% 0.25% 0.35% 1.25% N/A 1.25%
Strategic Value Fund 0.65% 0.25% 5.14% 6.04% 4.29% 1.75%
International Fund 0.65% 0.25% 0.53% 1.43% 0.19% 1.24%
Worldwide Fund 0.65% 0.25% 0.32% 1.22% 0.02% 1.20%
Flexible Income Fund 0.65% 0.25% 7.22% 8.12% 6.92% 1.20%
Money Market Fund 0.25% 0.25% 2.28% 2.78% 1.92% 0.86%
</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 Funds formed from the reorganization of Janus Aspen Series
Retirement Shares (Predecessor Funds) are estimated to be higher than
the Predecessor Funds' because the new Funds will initially be smaller
in size. However, Janus Capital has contractually agreed to waive each
reorganized Fund's total operating expenses (excluding brokerage
commissions, interest, taxes and extraordinary expenses) to the levels
indicated until at least July 31, 2003 (which is based on the expense
ratio of the Predecessor Funds). The waiver for Strategic Value Fund
(a newly organized Fund) will continue until at least the next annual
renewal of the advisory agreement. 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 Funds with
the cost of investing in other mutual funds. The example assumes that
you invest $10,000 in each of the Funds 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 Funds' 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
Aggressive Growth Fund $120 $ 375 $ 649 $1,432
Capital Appreciation Fund $128 $ 400 $ 692 $1,523
Balanced Fund $121 $ 378 $ 654 $1,443
Equity Income Fund $697 $2,048 $3,345 $6,362
Growth and Income Fund $127 $ 397 $ 686 $1,511
Strategic Value Fund $601 $1,784 N/A N/A
International Fund $146 $ 452 $ 782 $1,713
Worldwide Fund $124 $ 387 $ 670 $1,477
Flexible Income Fund $799 $2,324 $3,755 $6,960
Money Market Fund $281 $ 862 $1,469 $3,109
</TABLE>

Risk return summary 17
<PAGE>
Investment objectives, principal investment
strategies and risks

EQUITY FUNDS

This section takes a closer look at the investment objectives of each
of the Equity Funds, their principal investment strategies and certain
risks of investing in the Equity Funds. Strategies and policies that
are noted as "fundamental" cannot be changed without a shareholder
vote.

Please carefully review the "Risks" section of this Prospectus 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.

INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT STRATEGIES

DOMESTIC EQUITY FUNDS

GROWTH FUND
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.

AGGRESSIVE GROWTH FUND
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.

CAPITAL APPRECIATION FUND
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.

BALANCED FUND
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.

EQUITY INCOME FUND
Equity Income Fund seeks current income and long-term growth of
capital. It pursues its objective by normally emphasizing investments
in common stocks, and growth potential is a significant investment
consideration. The Fund tries to provide a lower level of volatility
than the S&P 500 Index. Normally, it invests at least 65% of its
invested assets in income-producing equity securities including common
and preferred stocks, warrants and securities that are convertible to
common or preferred stocks.

18 Janus Adviser Series
<PAGE>

GROWTH AND INCOME FUND
Growth and Income Fund seeks long-term capital growth and current
income. It pursues its objective by emphasizing investments in common
stocks. It will normally invest up to 75% of its assets in equity
securities selected primarily for their growth potential, and at least
25% of its assets in securities the portfolio manager believes have
income potential. Equity securities may make up part of this income
component if they currently pay dividends or the portfolio manager
believes they have potential for increasing or commencing dividend
payments. Because of this investment strategy, the Fund is not
designed for investors who need consistent income.

STRATEGIC VALUE FUND
Strategic Value Fund seeks long-term growth of capital. It pursues its
objective by investing primarily in common stocks with the potential
for long-term growth of capital using a "value" approach. The "value"
approach the portfolio manager uses emphasizes investments in
companies he believes are undervalued relative to their intrinsic
worth.

The portfolio manager measures value as a function of price/free cash
flow. Price/free cash flow is the relationship between the price of a
stock and its available cash from operations minus capital
expenditures.

The portfolio manager will typically seek attractively valued
companies that are improving their free cash flow and improving their
returns on invested capital. These companies may also include special
situations companies that are experiencing management changes and/or
are temporarily out of favor.

GLOBAL/INTERNATIONAL EQUITY FUNDS

INTERNATIONAL FUND
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.

WORLDWIDE FUND
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
located 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.

Investment objectives, principal investment strategies and risks 19
<PAGE>

The following questions and answers are designed to help you better understand
the Equity Funds' principal investment strategies.

1. HOW ARE COMMON STOCKS SELECTED?

Each of the Funds may invest substantially all of its assets in common
stocks if its portfolio manager believes that common stocks will
appreciate in value. The portfolio managers generally take a "bottom
up" approach to selecting companies. This means that they seek to
identify individual companies with earnings growth potential that may
not be recognized by the market at large. The portfolio managers 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.

In the case of Strategic Value Fund, the portfolio manager will
typically seek attractively valued companies that are improving their
free cash flow and improving their returns on invested capital. This
"value" approach emphasizes investments in companies that the
portfolio manager believes are undervalued relative to their intrinsic
worth and have the potential for long-term growth of capital.

Balanced Fund, Equity Income Fund and Growth and Income Fund may each
emphasize varying degrees of income. Realization of income is not a
significant consideration when choosing investments for the other
Equity Funds. Income realized on the Funds' investments will be
incidental to their objectives. In the case of Balanced Fund, Equity
Income Fund and Growth and Income Fund, a portfolio manager may
consider dividend-paying characteristics to a greater degree in
selecting common stocks.

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 Funds may invest and the
Funds may at times have significant foreign exposure.

3. 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 criterion for Aggressive Growth Fund. The
other Equity Funds offered by this Prospectus do not emphasize
companies of any particular size.

4. HOW DO BALANCED FUND, EQUITY INCOME FUND AND GROWTH AND INCOME FUND DIFFER
FROM EACH OTHER?

Growth and Income Fund places a greater emphasis on aggressive growth
stocks and may derive a greater portion of its income from
dividend-paying common stocks. Because of these factors, its NAV can
be expected to fluctuate more than Balanced Fund or Equity Income
Fund. Although Equity Income Fund invests substantially all of its
assets in common stocks, it emphasizes investments in dividend-paying
common stocks and other equity securities characterized by relatively
greater price stability, and thus may be expected to be less volatile
than Growth and Income Fund, as discussed in more detail below.
Balanced Fund places a greater emphasis on the income component of its
portfolio and invests to a greater degree in securities selected
primarily for their income potential. As a result it is expected to be
less volatile than Equity Income Fund and Growth and Income Fund.

20 Janus Adviser Series
<PAGE>

5. HOW DOES EQUITY INCOME FUND TRY TO LIMIT PORTFOLIO VOLATILITY?

Equity Income Fund seeks to provide a lower level of volatility than
the stock market at large, as measured by the S&P 500 Index. The lower
volatility sought by this Fund is expected to result primarily from
investments in dividend-paying common stocks and other equity
securities characterized by relatively greater price stability. The
greater price stability sought by Equity Income Fund may be
characteristic of companies that generate above average free cash
flows. A company may use free cash flows for a number of purposes
including commencing or increasing dividend payments, repurchasing its
own stock or retiring outstanding debt. The portfolio manager also
considers growth potential in selecting this Fund's securities and may
hold securities selected solely for their growth potential.

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

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

7. WHAT TYPES OF SECURITIES MAKE UP THE GROWTH COMPONENT OF BALANCED FUND'S,
EQUITY INCOME FUND'S AND GROWTH AND INCOME FUND'S PORTFOLIOS?

The growth component of these Funds' portfolios is expected to consist
primarily of common stocks, but may also include warrants, preferred
stocks or convertible securities selected primarily for their growth
potential.

8. WHAT TYPES OF SECURITIES MAKE UP THE INCOME COMPONENT OF BALANCED FUND'S AND
GROWTH AND INCOME FUND'S PORTFOLIOS?

The income component of Balanced Fund and Growth and Income Fund will
consist of securities that a 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 a 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.

9. HOW DOES STRATEGIC VALUE FUND'S PORTFOLIO MANAGER DETERMINE THAT A COMPANY
MAY BE UNDERVALUED?

A company may be undervalued when, in the opinion of the Fund's
portfolio manager, the company is selling for a price that is below
its intrinsic worth. A company may be undervalued due to market or
economic conditions, temporary earnings declines, unfavorable
developments affecting the company or other factors. Such factors may
provide buying opportunities at attractive prices compared to
historical or market price-earnings ratios, price/free cash flow, book
value, or return on equity. The portfolio manager believes that buying
these securities at a price that is below its intrinsic worth may
generate greater returns for the Fund than those obtained by paying
premium prices for companies currently in favor in the market.

Investment objectives, principal investment strategies and risks 21
<PAGE>

10.HOW DO INTEREST RATES AFFECT THE VALUE OF MY INVESTMENT?

Generally, a fixed-income security will increase in value when
interest rates fall and decrease in value when interest rates rise.
Longer-term securities are generally more sensitive to interest rate
changes than shorter-term securities, but they generally offer higher
yields to compensate investors for the associated risks. High-yield
bond prices are generally less directly responsive to interest rate
changes than investment grade issues and may not always follow this
pattern.

22 Janus Adviser Series
<PAGE>

FLEXIBLE INCOME FUND

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

INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

In addition to considering economic factors such as the effect of
interest rates on the Fund's investments, the portfolio manager
applies a "bottom up" approach in choosing investments. This means
that the Fund's portfolio manager looks at income-producing securities
one at a time to determine if an income-producing company is an
attractive investment opportunity and if it is consistent with the
Fund's investment policies. If the portfolio manager is unable to find
such investments, much of the Fund's assets may be in cash or similar
investments.

Flexible Income Fund seeks to obtain maximum total return, consistent
with preservation of capital. It pursues its objective by primarily
investing in a wide variety of income-producing securities such as
corporate bonds and notes, government securities and preferred stock.
As a fundamental policy, the Fund will invest at least 80% of its
assets in income-producing securities. The Fund may own an unlimited
amount of high-yield/high-risk bonds. This Fund generates total return
from a combination of current income and capital appreciation, but
income is usually the dominant portion.

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

1. HOW DO INTEREST RATES AFFECT THE VALUE OF MY INVESTMENT?

2. HOW DOES THE FUND MANAGE INTEREST RATE RISK?

The portfolio manager may vary the average-weighted effective maturity
of the portfolio to reflect his analysis of interest rate trends and
other factors. The Fund's average-weighted effective maturity will
tend to be shorter when the portfolio manager expects interest rates
to rise and longer when the portfolio manager expects interest rates
to fall. The Fund may also use futures, options and other derivatives
to manage interest rate risk.

3. WHAT IS MEANT BY THE FUND'S "AVERAGE-WEIGHTED EFFECTIVE MATURITY"?

The stated maturity of a bond is the date when the issuer must repay
the bond's entire principal value to an investor. Some types of bonds
may also have an "effective maturity" that is shorter than the stated
date due to prepayment or call provisions. Securities without
prepayment or call provisions generally have an effective maturity
equal to their stated maturity. Dollar-weighted effective maturity is
calculated by

Investment objectives, principal investment strategies and risks 23
<PAGE>

averaging the effective maturity of bonds held by the Fund with each
effective maturity "weighted" according to the percentage of net
assets that it represents.

4. WHAT IS MEANT BY THE FUND'S "DURATION"?

A bond's duration indicates the time it will take an investor to
recoup his investment. Unlike average maturity, duration reflects both
principal and interest payments. Generally, the higher the coupon rate
on a bond, the lower its duration will be. The duration of a bond
portfolio is calculated by averaging the duration of bonds held by the
Fund with each duration "weighted" according to the percentage of net
assets that it represents. Because duration accounts for interest
payments, the Fund's duration is usually shorter than its average
maturity.

5. WHAT IS A HIGH-YIELD/HIGH-RISK BOND?

A high-yield/high-risk bond (also called a "junk" bond) is a bond
rated below investment grade by major rating agencies (i.e., BB or
lower by Standard & Poor's or Ba or lower by Moody's) or an unrated
bond of similar quality. It presents greater risk of default (the
failure to make timely interest and principal payments) than higher
quality bonds.

GENERAL PORTFOLIO POLICIES OF THE FUNDS OTHER THAN MONEY MARKET FUND

Unless otherwise stated, each of the following policies applies to all
of the Funds other than Money Market Fund. The percentage limitations
included in these policies and elsewhere in this Prospectus apply at
the time of purchase of a security. So, for example, if a 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 a portfolio manager believes that market conditions are
unfavorable for profitable investing, or when he or she is otherwise
unable to locate attractive investment opportunities, the Funds' cash
or similar investments may increase. In other words, the Funds do not
always stay fully invested in stocks and bonds. Cash or similar
investments generally are a residual - they represent the assets that
remain after a portfolio manager has committed available assets to
desirable investment opportunities. However, a portfolio manager may
also temporarily increase a Fund's cash position to protect its assets
or maintain liquidity. Partly because the portfolio managers act
independently of each other, the cash positions of the Funds may vary
significantly.

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

- debt securities

- indexed/structured securities

24 Janus Adviser Series
<PAGE>

- high-yield/high-risk bonds (less than 35% of each 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

Flexible Income Fund invests primarily in fixed-income securities
which may include corporate bonds and notes, government securities,
preferred stock, high-yield/high-risk bonds and municipal obligations.
Flexible Income Fund may also invest to a lesser degree in other types
of securities. These securities (which are described in the Glossary)
may include:

- common stocks

- mortgage-and asset-backed securities

- zero coupon, pay-in-kind and step coupon securities

- 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
Each 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 Funds' Trustees, certain restricted securities may be deemed
liquid, and will not be counted toward this 15% limit.

FOREIGN SECURITIES
Each Fund may invest without limit in foreign equity and debt
securities. The Funds 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
Each Fund may invest in special situations. A special situation arises
when, in the opinion of a 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. A 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 Funds generally intend to purchase securities for long-term
investment, although, to the extent permitted by its specific
investment policies, each Fund may purchase securities in anticipation
of relatively short-term price gains. Short-term transactions may also
result from liquidity needs, securities having

Investment objectives, principal investment strategies and risks 25
<PAGE>

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. A
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 a Fund's
portfolio whenever its 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 a Fund's performance.

26 Janus Adviser Series
<PAGE>

RISKS FOR EQUITY FUNDS

Because the Funds may invest substantially all of their assets in
common stocks, the main risk is the risk that the value of the stocks
they hold might decrease in response to the activities of an
individual company or in response to general market and/or economic
conditions. If this occurs, a Fund's share price may also decrease. A
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 the Equity Funds.

1. THE FUNDS 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 or may not be publicly traded at all, and may
be subject to wide price fluctuations. Investments in such companies
tend to be more volatile and somewhat more speculative.

2. HOW DOES THE NONDIVERSIFIED STATUS OF AGGRESSIVE GROWTH FUND, CAPITAL
APPRECIATION FUND AND STRATEGIC VALUE FUND AFFECT THEIR RISK?

Diversification is a way to reduce risk by investing in a broad range
of stocks or other securities. A "nondiversified" fund has the ability
to take larger positions in a smaller number of issuers than a
"diversified" fund. 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 a Fund.

3. WHAT ARE THE RISKS ASSOCIATED WITH VALUE INVESTING?

If the portfolio manager's perception of a company's worth is not
realized in the time frame he expects, the overall performance of
Strategic Value Fund may suffer. In general, the portfolio manager
believes this risk is mitigated by investing in companies that are
undervalued in the market in relation to earnings, dividends and/or
assets.

Investment objectives, principal investment strategies and risks 27
<PAGE>

RISKS FOR FLEXIBLE INCOME FUND

Because the Fund invests substantially all of its assets in
fixed-income securities, it is subject to risks such as credit or
default risks, and decreased value due to interest rate increases. The
Fund's performance may also be affected by risks to certain types of
investments, such as foreign securities and derivative instruments.

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

1. WHAT IS MEANT BY "CREDIT QUALITY" AND WHAT ARE THE RISKS ASSOCIATED WITH IT?

Credit quality measures the likelihood that the issuer will meet its
obligations on a bond. One of the fundamental risks associated with
all fixed-income funds is credit risk, which is the risk that an
issuer will be unable to make principal and interest payments when
due. U.S. government securities are generally considered to be the
safest type of investment in terms of credit risk. Municipal
obligations generally rank between U.S. government securities and
corporate debt securities in terms of credit safety. Corporate debt
securities, particularly those rated below investment grade, present
the highest credit risk.

2. HOW IS CREDIT QUALITY MEASURED?

Ratings published by nationally recognized statistical rating agencies
such as Standard & Poor's Ratings Service and Moody's Investors
Service, Inc. are widely accepted measures of credit risk. The lower a
bond issue is rated by an agency, the more credit risk it is
considered to represent. Lower rated bonds generally pay higher yields
to compensate investors for the associated risk. Please refer to the
"Explanation of Rating Categories" section of this Prospectus for a
description of rating categories.

RISKS COMMON TO ALL NON-MONEY MARKET FUNDS

The following questions and answers discuss risks that apply to all Funds other
than Money Market Fund.

1. HOW COULD THE FUNDS' INVESTMENTS IN FOREIGN SECURITIES AFFECT THEIR
PERFORMANCE?

Each 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 a Fund's performance may depend on issues other
than the performance of a particular company. These issues include:

- CURRENCY RISK. As long as a Fund holds a foreign security, its value
will be affected by the value of the local currency relative to the
U.S. dollar. When a 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 a
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

28 Janus Adviser Series
<PAGE>

practices applicable to domestic issuers and there may be less
publicly available information about foreign issuers.

- 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.

2. 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. In addition, the junk bond market can
experience sudden and sharp price swings. Because Flexible Income Fund
may invest a significant portion of its assets in high-yield/high-risk
bonds, investors should be willing to tolerate a corresponding
increase in the risk of significant and sudden changes in NAV.

Please refer to "Explanation of Rating Categories" section of this
Prospectus for a description of bond rating categories.

3. HOW DO THE FUNDS TRY TO REDUCE RISK?

The Funds may use futures, options, swaps and other derivative
instruments to "hedge" or protect their portfolios from adverse
movements in securities prices and interest rates. The Funds 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 Funds.
However, a Fund's performance could be worse than if the Fund had not
used such instruments if a portfolio manager's judgment proves
incorrect.

Investment objectives, principal investment strategies and risks 29
<PAGE>

MONEY MARKET FUND

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

Money Market Fund is subject to certain specific SEC rule
requirements. Among other things, the Fund is limited to investing in
U.S. dollar-denominated instruments with a remaining maturity of 397
days or less (as calculated pursuant to Rule 2a-7 under the 1940 Act).

Janus Capital has purchased money market insurance for Money Market
Fund that will protect it in the event of, among other things, a
decrease in the value of a portfolio security due to the default or
bankruptcy of the issuer. This insurance covers all securities in
which the Fund invests other than certain securities issued,
guaranteed, or backed by the U.S. government. Although the Fund seeks
to preserve the value of your investment at $1.00 per share, the
policy does not guarantee that the Fund will maintain a value of $1.00
per share. The policy became effective on September 11, 2000 and will
expire on September 11, 2001 unless renewed.

INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES AND RISKS

Money Market Fund seeks maximum current income to the extent
consistent with stability of capital. It pursues its objective by
investing primarily in high quality debt obligations and obligations
of financial institutions. Debt obligations may include commercial
paper, notes and bonds, and variable amount master demand notes.
Obligations of financial institutions include certificates of deposit
and time deposits.

Money Market Fund will:

- invest in high quality, short-term money market instruments that
present minimal credit risks, as determined by Janus Capital

- invest only in U.S. dollar-denominated instruments that have a
remaining maturity of 397 days or less (as calculated pursuant to
Rule 2a-7 under the 1940 Act)

- maintain a dollar-weighted average portfolio maturity of 90 days or
less

TYPES OF INVESTMENTS

Money Market Fund invests primarily in:

- high quality debt obligations

- obligations of financial institutions

The Fund may also invest (to a lesser degree) in:

- U.S. Government Securities (securities issued or guaranteed by the
U.S. government, its agencies and instrumentalities)

- municipal securities

DEBT OBLIGATIONS

The Fund may invest in U.S. dollar denominated debt obligations. Debt
obligations include:

- commercial paper

30 Janus Adviser Series
<PAGE>

- notes and bonds

- variable amount master demand notes (the payment obligations on
these instruments may be backed by securities, swap agreements or
other assets, by a guarantee of a third party or solely by the
unsecured promise of the issuer to make payments when due)

- privately issued commercial paper or other securities that are
restricted as to disposition under the federal securities laws

OBLIGATIONS OF FINANCIAL INSTITUTIONS

Examples of obligations of financial institutions include:

- negotiable certificates of deposit, bankers' acceptances, time
deposits and other obligations of U.S. banks (including savings and
loan associations) having total assets in excess of one billion
dollars and U.S. branches of foreign banks having total assets in
excess of ten billion dollars

- Eurodollar and Yankee bank obligations (Eurodollar bank obligations
are dollar-denominated certificates of deposit or time deposits
issued outside the U.S. capital markets by foreign branches of U.S.
banks and by foreign banks. Yankee bank obligations are
dollar-denominated obligations issued in the U.S. capital markets by
foreign banks)

- other U.S. dollar-denominated obligations of foreign banks having
total assets in excess of ten billion dollars that Janus Capital
believes are of an investment quality comparable to obligations of
U.S. banks in which the Fund may invest

Foreign, Eurodollar (and, to a limited extent, Yankee) bank
obligations are subject to certain sovereign risks. One such risk is
the possibility that a foreign government might prevent
dollar-denominated funds from flowing across its borders. Other risks
include: adverse political and economic developments in a foreign
country; the extent and quality of government regulation of financial
markets and institutions; the imposition of foreign withholding taxes;
and expropriation or nationalization of foreign issuers.

INVESTMENT TECHNIQUES

The following is a description of other investment techniques that
Money Market Fund may use:

PARTICIPATION INTERESTS
A participation interest gives Money Market Fund a proportionate,
undivided interest in underlying debt securities and sometimes carries
a demand feature.

DEMAND FEATURES
Demand features give Money Market Fund the right to resell securities
at specified periods prior to their maturity dates. Demand features
may shorten the life of a variable or floating rate security, enhance
the instrument's credit quality and provide a source of liquidity.

Demand features are often issued by third party financial
institutions, generally domestic and foreign banks. Accordingly, the
credit quality and liquidity of Money Market Fund's investments may be
dependent in part on the credit quality of the banks supporting Money
Market Fund's investments. This will result in exposure to risks
pertaining to the banking industry, including the foreign banking
industry. Brokerage firms and insurance companies also provide certain
liquidity and credit support.

Investment objectives, principal investment strategies and risks 31
<PAGE>

VARIABLE AND FLOATING RATE SECURITIES
Money Market Fund may invest in securities which have variable or
floating rates of interest. These securities pay interest at rates
that are adjusted periodically according to a specified formula,
usually with reference to an interest rate index or market interest
rate. Variable and floating rate securities are subject to changes in
value based on changes in market interest rates or changes in the
issuer's or guarantor's creditworthiness.

MORTGAGE- AND ASSET-BACKED SECURITIES
Money Market Fund may purchase fixed or variable rate mortgage-backed
securities issued by Ginnie Mae, Fannie Mae, Freddie Mac, or other
governmental or government-related entity. The Fund may purchase other
mortgage- and asset-backed securities including securities backed by
automobile loans, equipment leases or credit card receivables.

Unlike traditional debt instruments, payments on these securities
include both interest and a partial payment of principal. Prepayments
of the principal of underlying loans may shorten the effective
maturities of these securities and may result in the Fund having to
reinvest proceeds at a lower interest rate.

REPURCHASE AGREEMENTS
Money Market Fund may enter into collateralized repurchase agreements.
Repurchase agreements are transactions in which the Fund purchases
securities and simultaneously commits to resell those securities to
the seller at an agreed-upon price on an agreed-upon future date. The
repurchase price reflects a market rate of interest and is
collateralized by cash or securities.

If the seller of the securities underlying a repurchase agreement
fails to pay the agreed resale price on the agreed delivery date,
Money Market Fund may incur costs in disposing of the collateral and
may experience losses if there is any delay in its ability to do so.

32 Janus Adviser Series
<PAGE>
Management of the Funds

INVESTMENT ADVISER

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

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 Funds' investments. Janus Capital also furnishes
certain administrative, compliance and accounting services for the
Funds, and may be reimbursed by the Funds 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 Funds 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
Funds.

Management of the Funds 33
<PAGE>

MANAGEMENT EXPENSES AND EXPENSE LIMITS

Each Fund pays Janus Capital a management fee which is calculated
daily and paid monthly. Each Fund's advisory agreement spells out the
management fee and other expenses that the Funds must pay. Each of the
Funds is subject to the following management fee schedule (expressed
as an annual rate).

Each 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
Fund of Fund Percentage (%) Percentage (%)(1)
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Growth Fund All Asset Levels 0.65 0.67
Aggressive Growth Fund 0.66
Capital Appreciation Fund 0.68
Balanced Fund 0.67
Equity Income Fund 1.25
Growth and Income Fund 1.02
Strategic Value Fund 1.25
International Fund 0.74
Worldwide Fund 0.70
------------------------------------------------------------------------------------------------------------------
Flexible Income Fund First $300 Million 0.65 0.70
Over $300 Million 0.55
------------------------------------------------------------------------------------------------------------------
Money Market Fund All Asset Levels 0.25 0.36
------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Janus Capital has agreed to limit each 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, except Strategic Value Fund. For Strategic Value
Fund, 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 the next annual renewal of the advisory agreement.

34 Janus Adviser Series
<PAGE>

INVESTMENT PERSONNEL

PORTFOLIO MANAGERS

LAURENCE J. CHANG
--------------------------------------------------------------------------------
is Executive Vice President and co-manager of Janus Adviser
Worldwide Fund, which he has co-managed since inception. He has
also co-managed Janus Aspen Worldwide Growth Portfolio and Janus
Worldwide Fund since 1999. He co-managed Janus Adviser
International Fund from inception to December 2000, and Janus
Aspen International Growth Fund and Janus Overseas Fund from 1998
until December 2000. 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.

DAVID J. CORKINS
--------------------------------------------------------------------------------
is Executive Vice President and portfolio manager of Janus
Adviser Growth and Income Fund and Janus Aspen Growth and Income
Portfolio, each of which he has managed since their inceptions.
He is Executive Vice President and portfolio manager of Janus
Growth and Income Fund which he has managed since August 1997. He
joined Janus Capital in 1995 as a research analyst specializing
in domestic financial services companies and a variety of foreign
industries. Prior to joining Janus, he was the Chief Financial
Officer of Chase U.S. Consumer Services, Inc., a Chase Manhattan
mortgage business. He holds a Bachelor of Arts in English and
Russian from Dartmouth College and received his Master of
Business Administration from Columbia University in 1993.

DAVID C. DECKER
--------------------------------------------------------------------------------
is 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. 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.

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.

Management of the Funds 35
<PAGE>

HELEN YOUNG HAYES
--------------------------------------------------------------------------------
is Executive Vice President and co-manager of Janus Adviser
Worldwide Fund and Janus Adviser International 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.

BRENT A. LYNN
--------------------------------------------------------------------------------
Brent A. Lynn is Executive Vice President and co-manager of Janus
Adviser International Fund, which he co-manages effective January
2001. He also co-manages Janus Aspen International Growth
Portfolio and Janus Overseas Fund effective January 2001. He
joined Janus Capital in 1991 as a research analyst. Mr. Lynn
holds a Bachelor of Arts in Economics and a Masters Degree in
Economics and Industrial Engineering from Stanford University.
Mr. Lynn has earned the right to use the Chartered Financial
Analyst designation.

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. Ms. Reidy
joined Janus Capital in 1995. She received an undergraduate
degree in Accounting from the University of Colorado. Ms. Reidy
has earned the right to use the Chartered Financial Analyst
designation.

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 and Janus Fund, 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, Janus
Balanced Fund from January 1996 through December 1999 and Janus
Equity Income Fund from its inception until December 1999. Mr.
Rollins joined Janus Capital in 1990. 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.

36 Janus Adviser Series
<PAGE>

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.

RONALD V. SPEAKER
--------------------------------------------------------------------------------
is Executive Vice President and portfolio manager of Janus
Adviser Flexible Income Fund and Janus Aspen Flexible Income
Portfolio which he has managed or co-managed since their
inceptions. He previously served as co-manager of Janus Aspen
High-Yield Portfolio, from its inception to May 1998. He managed
Janus Aspen Short-Term Bond Portfolio from its inception through
April 1996. Mr. Speaker joined Janus Capital in 1986. He has
managed or co-managed Janus Flexible Income Fund since December
1991 and previously managed both Janus Short-Term Bond Fund and
Janus Federal Tax-Exempt Fund from their inceptions through
December 1995. He previously served as co-manager of Janus
High-Yield Fund from its inception to February 1998. He holds a
Bachelor of Arts in Finance from the University of Colorado and
he has earned the right to use the Chartered Financial Analyst
designation.

In January 1997, Mr. Speaker settled an SEC administrative action
involving two personal trades made by him in January of 1993.
Without admitting or denying the allegations, Mr. Speaker agreed
to civil money penalty, disgorgement, and interest payments
totaling $37,199 and to a 90-day suspension which ended on April
25, 1997.

J. ERIC THORDERSON
--------------------------------------------------------------------------------
is Executive Vice President and portfolio manager of Janus
Adviser Money Market Fund effective January 2001. Mr. Thorderson
is also Executive Vice President and portfolio manager of Janus
Aspen Money Market Portfolio effective January 2001, and Janus
Government Money Market Fund, which he has managed since February
1999. He joined Janus Capital in May 1996 as a senior research
analyst. Prior to joining Janus Capital, he was a portfolio
manager for USAA Investment Management Company. He holds a
Bachelor of Arts degree in Business Administration from Wayne
State University and a Masters degree in Business Administration
from the University of Illinois. Mr. Thorderson has earned the
right to use the Chartered Financial Analyst designation.

Management of the Funds 37
<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 each 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 Funds 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 a 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 Funds' 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 FUNDS

The Funds are 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.

38 Janus Adviser Series
<PAGE>
Distributions and taxes

DISTRIBUTIONS

To avoid taxation of the Funds, the Internal Revenue Code requires
each Fund to distribute net income and any net capital gains realized
on its investments annually. A 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.

FUNDS OTHER THAN MONEY MARKET FUND

DISTRIBUTION SCHEDULE

<TABLE>
<S> <C> <C>
Dividends Capital Gains
Balanced Fund, Normally declared and paid in Normally declared and paid in
Equity Income Fund March, June, September and December
and Growth and Income Fund December
-----------------------------------------------------------------------------------------------------------------
All other Equity Funds Normally declared and paid in Normally declared and paid in
December December
-----------------------------------------------------------------------------------------------------------------
Flexible Income Fund Normally declared daily, Normally declared and paid in
Saturdays, Sundays & holidays December
included and paid monthly
</TABLE>

HOW DISTRIBUTIONS AFFECT NAV

Distributions, other than daily income dividends, are paid to
shareholders as of the record date of the distribution of a Fund,
regardless of how long the shares have been held. Undistributed income
and realized gains are included in each Fund's daily NAV. The share
price of a 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 a 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.

MONEY MARKET FUND

For the Money Market Fund, dividends representing substantially all of
the net investment income and any net realized gains on sales of
securities are declared daily, Saturdays, Sundays and holidays
included, and distributed on the last business day of each month. If a
month begins on a Saturday, Sunday or holiday, dividends for those
days are declared at the end of the preceding month and distributed on
the first business day of the month.

Distributions and taxes 39
<PAGE>

TAXES

As with any investment, you should consider the tax consequences of
investing in the Funds. 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 Funds. You should consult your own
tax adviser if you have any questions. 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 Funds are subject to federal income
tax, regardless of whether the distribution is made in cash or
reinvested in additional shares of a Fund. Distributions may be
taxable at different rates depending on the length of time a Fund
holds a security. In certain states, a portion of the dividends and
distributions (depending on the sources of a 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 a 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 FUNDS

Dividends, interest and some gains received by the Funds on foreign
securities may be subject to tax withholding or other foreign taxes.
The Funds 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
Funds.

The Funds do not expect to pay any federal income or excise taxes
because they intend to meet certain requirements of the Internal
Revenue Code. It is important that the Funds meet these requirements
so that any earnings on your investment will not be taxed twice.

40 Janus Adviser Series
<PAGE>
Shareholder's guide

INVESTORS MAY NOT PURCHASE OR REDEEM SHARES OF THE FUNDS DIRECTLY.
SHARES MAY BE PURCHASED OR REDEEMED ONLY THROUGH RETIREMENT PLANS,
BROKERS, BANK TRUST DEPARTMENTS, FINANCIAL ADVISERS OR OTHER FINANCIAL
INTERMEDIARIES. CERTAIN FUNDS MAY NOT BE AVAILABLE THROUGH CERTAIN OF
THESE 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 a 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 Funds 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 a Fund holds securities that are primarily listed on
foreign exchanges that trade on weekends or other days when the Funds
do not price their shares, the NAV of a Fund's shares may change on
days when shareholders will not be able to purchase or redeem the
Fund's shares.

Money Market Fund's securities are valued at their amortized cost.
Amortized cost valuation involves valuing an instrument at its cost
and thereafter assuming a constant amortization to maturity (or such
other date as permitted by Rule 2a-7) of any discount or premium. If
fluctuating interest rates cause the market value of the portfolio to
deviate more than 1/2 of 1% from the value determined on the basis of
amortized cost, the Trustees will consider whether any action, such as
adjusting the share's NAV to reflect current market conditions, should
be initiated to prevent any material dilutive effect on shareholders.

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 each Fund. Only certain financial
intermediaries are authorized to receive purchase orders on the Funds'
behalf. Financial intermediaries must maintain a $100,000 minimum
aggregate account balance in a Fund, except for defined contribution
plans and broker wrap accounts.

The Funds do not permit excessive trading or market timing. Excessive
purchases of Fund shares disrupt portfolio management and drive Fund
expenses higher. Each 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 a
Fund.

For more information about the Funds' policy on market timing, see
"Excessive Trading" on the next page. Although there is no present
intention to do so, the Funds may discontinue sales of their shares if
management and the Trustees believe that continued sales may adversely
affect a Fund's ability to achieve its investment objective. If sales
of a Fund's shares are discontinued, it is expected that existing plan
participants and other shareholders invested in that Fund would be
permitted to continue to authorize investments in that Fund and to
reinvest any dividends or capital gains distributions, absent highly
unusual circumstances.

Shareholder's guide 41
<PAGE>

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 a 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 each Fund.

- The exchange privilege is not intended as a vehicle for short-term
or excessive trading. The Funds do 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.

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 any 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.

EXCESSIVE TRADING

Excessive trading of Fund shares in response to short-term
fluctuations in the market -- also known as "market timing" -- may
make it very difficult to manage a Fund's investments. The Funds do
not permit excessive trading or market timing. When market timing
occurs, a 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 a 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
a Fund will have to invest. When in Janus Capital's opinion such
activity would have a disruptive effect on portfolio management, the
Funds reserve the right to refuse purchase orders and exchanges into a
Fund by any person, group or commonly controlled account. The Funds
may notify a market timer of rejection of a purchase or exchange order
after the day the order is placed. If a 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 Funds that they have authorized for
investment. Each report from their financial intermediaries will show
the investments owned by each Fund and the market values thereof, as
well as other information about the Funds and their operations. The
Trust's fiscal year ends July 31.

42 Janus Adviser Series
<PAGE>
Financial highlights

Janus Adviser Series commenced operations on August 1, 2000, after the
reorganization of the Retirement Shares of Janus Aspen Series into the
Funds. For each Fund of Janus Adviser Series (except Strategic Value
Fund) financial highlights are presented below for the Retirement
Shares of the Predecessor Fund of Janus Aspen Series (from inception
of the Retirement Shares for each period shown). Financial highlights
are not presented for Strategic Value Fund because it is a newly
organized Fund. Items 1 through 8 reflect financial results for a
single Fund share.

The total returns in the tables represent the rate that an investor
would have earned (or lost) on an investment in the Retirement Shares
of each of the Predecessor Funds (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
--------------------------------------------------------------------------------------------------------------------
Period ended Years ended December 31
July 31, 2000(1) 1999 1998 1997(2)
<S> <C> <C> <C> <C>
1. NET ASSET VALUE, BEGINNING OF PERIOD $33.63 $23.45 $18.46 $16.18
INCOME FROM INVESTMENT OPERATIONS:
2. Net investment income (0.02) 0.07 (0.03) 0.04
3. Net gains or losses on securities (both realized and
unrealized) (0.22) 10.25 6.32 2.71
4. Total from investment operations (0.24) 10.32 6.29 2.75
LESS DISTRIBUTIONS:
5. Dividends (from net investment income) -- -- -- (0.10)
6. Distributions (from capital gains) (2.57) (0.14) (1.30) (0.37)
7. Total distributions (2.57) (0.14) (1.30) (0.47)
8. NET ASSET VALUE, END OF PERIOD $30.82 $33.63 $23.45 $18.46
9. Total return* (0.64%) 43.98% 34.99% 17.22%
10. Net assets, end of period (in thousands) $189,318 $59,334 $18 $12
11. Average net assets for the period (in thousands) $127,737 $12,209 $13 $11
12. Ratio of gross expenses to average net assets**(3) 1.17%(4) 1.17%(4) 1.18%(4) 1.20%(4)
13. Ratio of net expenses to average net assets**(5) 1.17% 1.17% 1.18% 1.20%
14. Ratio of net investment income to average net assets** (0.30%) (0.25%) (0.23%) 0.29%
15. Portfolio turnover ratio** 46% 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)January 1, 2000 to July 31, 2000.
(2)May 1, 1997 (inception) to December 31, 1997.
(3)The expense ratio reflects expenses prior to any expense offset arrangements.
(4)The ratio was 1.17% in 2000, 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.
(5)The expense ratio reflects expenses after any expense offset arrangements.

Financial highlights 43
<PAGE>

<TABLE>
<CAPTION>
AGGRESSIVE GROWTH PORTFOLIO - RETIREMENT SHARES
--------------------------------------------------------------------------------------------------------------------
Period ended Years ended December 31
July 31, 2000(1) 1999 1998 1997(2)
<S> <C> <C> <C> <C>
1. NET ASSET VALUE, BEGINNING OF PERIOD $58.91 $27.42 $20.49 $16.12
INCOME FROM INVESTMENT OPERATIONS:
2. Net investment income (0.17) 0.19 (0.12) (0.06)
3. Net gains or losses on securities (both realized and
unrealized) (1.63) 32.70 7.05 4.43
4. Total from investment operations (1.80) 32.89 6.93 4.37
LESS DISTRIBUTIONS:
5. Dividends (from net investment income) -- -- -- --
6. Distributions (from capital gains) (6.33) (1.40) -- --
7. Total distributions (6.33) (1.40) -- --
8. NET ASSET VALUE, END OF PERIOD $50.78 $58.91 $27.42 $20.49
9. Total return* (3.17%) 124.34% 33.58% 27.11%
10. Net assets, end of period (in thousands) $302,466 $47,928 $17 $13
11. Average net assets for the period (in thousands) $162,084 $9,786 $14 $11
12. Ratio of gross expenses to average net assets**(3) 1.17%(4) 1.19%(4) 1.26%(4) 1.32%(4)
13. Ratio of net expenses to average net assets**(5) 1.17% 1.19% 1.26% 1.32%
14. Ratio of net investment income to average net assets** (1.01%) (1.00%) (0.86%) (0.62%)
15. Portfolio turnover ratio** 84% 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)January 1, 2000 to July 31, 2000.
(2)May 1, 1997 (inception) to December 31, 1997.
(3)The expense ratio reflects expenses prior to any expense offset arrangements.
(4)The ratio was 1.17% in 2000, 1.19% in 1999, 1.29% in 1998 and 1.34% in 1997
before reduction of the management fees to the effective rate of Janus
Enterprise Fund.
(5)The expense ratio reflects expenses after any expense offset arrangements.

44 Janus Adviser Series
<PAGE>

<TABLE>
<CAPTION>
CAPITAL APPRECIATION PORTFOLIO - RETIREMENT SHARES
--------------------------------------------------------------------------------------------------------------------
Period ended Years ended December 31
July 31, 2000(1) 1999 1998 1997(2)
<S> <C> <C> <C> <C>
1. NET ASSET VALUE, BEGINNING OF PERIOD $33.00 $19.86 $12.62 $10.00
INCOME FROM INVESTMENT OPERATIONS:
2. Net investment income 0.09 (0.08) (0.04) 0.12
3. Net gains or losses on securities (both realized and
unrealized) (1.66) 13.22 7.28 2.50
4. Total from investment operations (1.57) 13.14 7.24 2.62
LESS DISTRIBUTIONS:
5. Dividends (from net investment income) (0.10) -- -- --
6. Distributions (from capital gains) (0.01) -- -- --
7. Total distributions (0.11) -- -- --
8. NET ASSET VALUE, END OF PERIOD $31.32 $33.00 $19.86 $12.62
9. Total return* (4.74%) 66.16% 57.37% 26.20%
10. Net assets, end of period (in thousands) $118,394 $23,529 $20 $13
11. Average net assets for the period (in thousands) $65,965 $4,402 $15 $12
12. Ratio of gross expenses to average net assets**(3) 1.17%(4) 1.19%(4) 1.44%(4) 1.73%(4)
13. Ratio of net expenses to average net assets**(5) 1.17% 1.19% 1.44% 1.73%
14. Ratio of net investment income to average net assets** 0.97% 0.23% (0.25%) 1.55%
15. Portfolio turnover ratio** 13% 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)January 1, 2000 to July 31, 2000.
(2)May 1, 1997 (inception) to December 31, 1997.
(3)The expense ratio reflects expenses prior to any expense offset arrangements.
(4)The ratio was 1.18% in 2000, 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.
(5)The expense ratio reflects expenses after any expense offset arrangements.

Financial highlights 45
<PAGE>

<TABLE>
<CAPTION>
BALANCED PORTFOLIO - RETIREMENT SHARES
--------------------------------------------------------------------------------------------------------------------
Period ended Years ended December 31
July 31, 2000(1) 1999 1998 1997(2)
<S> <C> <C> <C> <C>
1. NET ASSET VALUE, BEGINNING OF PERIOD $28.04 $22.59 $17.47 $15.38
INCOME FROM INVESTMENT OPERATIONS:
2. Net investment income 0.28 0.46 0.21 0.27
3. Net gains or losses on securities (both realized and
unrealized) (0.52) 5.41 5.58 2.30
4. Total from investment operations (0.24) 5.87 5.79 2.57
LESS DISTRIBUTIONS:
5. Dividends (from net investment income) (0.33) (0.42) (0.18) (0.30)
6. Distributions (from capital gains) (2.33) -- (0.49) (0.18)
7. Total distributions (2.66) (0.42) (0.67) (0.48)
8. NET ASSET VALUE, END OF PERIOD $25.14 $28.04 $22.59 $17.47
9. Total return* (0.86%) 26.13% 33.59% 16.92%
10. Net assets, end of period (in thousands) $140,179 $53,598 $17,262 $12
11. Average net assets for the period (in thousands) $96,509 $28,498 $3,650 $11
12. Ratio of gross expenses to average net assets**(3) 1.17%(4) 1.19%(4) 1.24%(4) 1.32%(4)
13. Ratio of net expenses to average net assets**(5) 1.17% 1.19% 1.24% 1.32%
14. Ratio of net investment income to average net assets** 2.67% 2.36% 2.04% 2.38%
15. Portfolio turnover ratio** 59% 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)January 1, 2000 to July 31, 2000.
(2)May 1, 1997 (inception) to December 31, 1997.
(3)The expense ratio reflects expenses prior to any expense offset arrangements.
(4)The ratio was 1.17% in 2000, 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.
(5)The expense ratio reflects expenses after any expense offset arrangements.

46 Janus Adviser Series
<PAGE>

<TABLE>
<CAPTION>
EQUITY INCOME PORTFOLIO - RETIREMENT SHARES
--------------------------------------------------------------------------------------------------------------------
Period ended Years ended December 31
July 31, 2000(1) 1999 1998 1997(2)
<S> <C> <C> <C> <C>
1. NET ASSET VALUE, BEGINNING OF PERIOD $27.07 $19.28 $13.42 $10.00
INCOME FROM INVESTMENT OPERATIONS:
2. Net investment income (0.03) 0.03 (0.05) 0.01
3. Net gains (or losses) on securities (both realized and
unrealized) (0.88) 7.85 6.12 3.41
4. Total from investment operations (0.91) 7.88 6.07 3.42
LESS DISTRIBUTIONS:
5. Dividends (from net investment income) -- -- -- --
6. Distributions (from capital gains) (6.17) (0.09) (0.21) --
7. Total distributions (6.17) (0.09) (0.21) --
8. NET ASSET VALUE, END OF PERIOD $19.99 $27.07 $19.28 $13.42
9. Total return* (3.34%) 40.94% 45.55% 34.20%
10. Net assets, end of period (in thousands) $1,369 $464 $20 $13
11. Average net assets for the period (in thousands) $1,264 $128 $16 $12
12. Ratio of gross expenses to average net assets**(3) 1.76%(4) 1.78%(4) 1.75%(4) 1.74%(4)
13. Ratio of net expenses to average net assets**(5) 1.76% 1.77% 1.75% 1.74%
14. Ratio of net investment income to average net assets** (0.30%) (0.04%) (0.33%) 0.07%
15. Portfolio turnover ratio** 86% 114% 79% 128%
--------------------------------------------------------------------------------------------------------------------
</TABLE>

* Total return not annualized for periods of less than one year.
** Annualized for periods of less than one full year.
(1)January 1, 2000 to July 31, 2000.
(2)May 1, 1997 (inception) to December 31, 1997.
(3)The expense ratio reflects expenses prior to any expense offset arrangements.
(4)The ratio was 2.07% in 2000, 1.91% in 1999, 2.36% in 1998 and 6.19% in 1997
before fee waiver and reduction of the management fees to the effective rate
of Janus Equity Income Fund.
(5)The expense ratio reflects expenses after any expense offset arrangements.

Financial highlights 47
<PAGE>

<TABLE>
<CAPTION>
GROWTH AND INCOME PORTFOLIO - RETIREMENT SHARES
--------------------------------------------------------------------------------------------------------
Years ended
Period ended December 31
July 31, 2000(1) 1999 1998(2)
<S> <C> <C> <C>
1. NET ASSET VALUE, BEGINNING OF PERIOD $20.68 $11.94 $10.00
INCOME FROM INVESTMENT OPERATIONS:
2. Net investment income 0.02 (0.01) 0.01
3. Net gains (or losses) on securities (both realized and
unrealized) (1.08) 8.75 1.93
4. Total from investment operations (1.06) 8.74 1.94
LESS DISTRIBUTIONS:
5. Dividends (from net investment income) (0.03) -- --
6. Distributions (from capital gains) (0.31) -- --
7. Total distributions (0.34) -- --
8. NET ASSET VALUE, END OF PERIOD $19.28 $20.68 $11.94
9. Total return* (5.13%) 73.20% 19.40%
10. Net assets, end of period (in thousands) $17,894 $6,982 $12
11. Average net assets for the period (in thousands) $11,641 $1,826 $10
12. Ratio of gross expenses to average net assets**(3) 1.25%(4) 1.53%(4) 1.72%(4)
13. Ratio of net expenses to average net assets**(5) 1.24% 1.53% 1.72%
14. Ratio of net investment income to average net assets** 0.35% 0.11% 0.21%
15. Portfolio turnover ratio** 27% 59% 62%
--------------------------------------------------------------------------------------------------------
</TABLE>

* Total return not annualized for periods of less than one year.
** Annualized for periods of less than one full year.
(1)January 1, 2000 to July 31, 2000.
(2)May 1, 1998 (inception) to December 31, 1998.
(3)The expense ratio reflects expenses prior to any expense offset arrangements.
(4)The ratio was 1.25% in 2000, 1.62% in 1999 and 3.53% in 1998 before reduction
of the management fees to the effective rate of Janus Growth and Income Fund.
(5)The expense ratio reflects expenses after any expense offset arrangements.

48 Janus Adviser Series
<PAGE>

<TABLE>
<CAPTION>
INTERNATIONAL GROWTH PORTFOLIO - RETIREMENT SHARES
--------------------------------------------------------------------------------------------------------------------
Period ended Years ended December 31
July 31, 2000(1) 1999 1998 1997(2)
<S> <C> <C> <C> <C>
1. NET ASSET VALUE, BEGINNING OF PERIOD $38.56 $21.27 $18.44 $16.80
INCOME FROM INVESTMENT OPERATIONS:
2. Net investment income 0.42 -- 0.05 0.04
3. Net gains or losses on securities (both realized and
unrealized) (0.49) 17.30 3.07 1.73
4. Total from investment operations (0.07) 17.30 3.12 1.77
LESS DISTRIBUTIONS:
5. Dividends (from net investment income) (0.39) (0.01) (0.01) (0.09)
6. Distributions (from capital gains) (1.25) -- (0.28) (0.04)
7. Total distributions (1.64) (0.01) (0.29) (0.13)
8. NET ASSET VALUE, END OF PERIOD $36.85 $38.56 $21.27 $18.44
9. Total return* (0.10%) 81.32% 16.86% 10.53%
10. Net assets, end of period (in thousands) $48,003 $16,986 $17 $11
11. Average net assets for the period (in thousands) $33,338 $3,738 $13 $11
12. Ratio of gross expenses to average net assets**(3) 1.22%(4) 1.25%(4) 1.35%(4) 1.45%(4)
13. Ratio of net expenses to average net assets**(5) 1.22% 1.24% 1.35% 1.45%
14. Ratio of net investment income to average net assets** 2.58% (0.29%) 0.26% 0.26%
15. Portfolio turnover ratio** 52% 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)January 1, 2000 to July 31, 2000.
(2)May 1, 1997 (inception) to December 31, 1997.
(3)The expense ratio reflects expenses prior to any expense offset arrangements.
(4)The ratio was 1.22% in 2000, 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.
(5)The expense ratio reflects expenses after any expense offset arrangements.

Financial highlights 49
<PAGE>

<TABLE>
<CAPTION>
WORLDWIDE GROWTH PORTFOLIO - RETIREMENT SHARES
--------------------------------------------------------------------------------------------------------------------
Period ended Years ended December 31
July 31, 2000(1) 1999 1998 1997(2)
<S> <C> <C> <C> <C>
1. NET ASSET VALUE, BEGINNING OF PERIOD $47.56 $29.06 $23.36 $20.72
INCOME FROM INVESTMENT OPERATIONS:
2. Net investment income 0.03 (0.04) 0.02 0.14
3. Net gains or losses on securities (both realized and
unrealized) (0.26) 18.54 6.57 2.80
4. Total from investment operations (0.23) 18.50 6.59 2.94
LESS DISTRIBUTIONS:
5. Dividends (from net investment income) -- -- (0.02) (0.14)
6. Distributions (from capital gains) (3.66) -- (0.87) (0.16)
7. Total distributions (3.66) -- (0.89) (0.30)
8. NET ASSET VALUE, END OF PERIOD $43.67 $47.56 $29.06 $23.36
9. Total return* (0.42%) 63.66% 28.25% 14.22%
10. Net assets, end of period (in thousands) $409,780 $174,399 $5,837 $403
11. Average net assets for the period (in thousands) $316,174 $49,424 $1,742 $11
12. Ratio of gross expenses to average net assets**(3) 1.20%(4) 1.21%(4) 1.22%(4) 1.26%(4)
13. Ratio of net expenses to average net assets**(5) 1.20% 1.21% 1.22% 1.26%
14. Ratio of net investment income to average net assets** 0.00% (0.34%) (0.02%) 0.16%
15. Portfolio turnover ratio** 47% 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)January 1, 2000 to July 31, 2000.
(2)May 1, 1997 (inception) to December 31, 1997.
(3)The expense ratio reflects expenses prior to any expense offset arrangements.
(4)The ratio was 1.20% in 2000, 1.21% in 1999, 1.32% in 1998 and 1.32% in 1997
before reduction of the management fees to the effective rate of Janus
Worldwide Fund.
(5)The expense ratio reflects expenses after any expense offset arrangements.

50 Janus Adviser Series
<PAGE>

<TABLE>
<CAPTION>
FLEXIBLE INCOME PORTFOLIO - RETIREMENT SHARES
--------------------------------------------------------------------------------------------------------------------
Period ended Years ended December 31
July 31, 2000(1) 1999 1998 1997(2)
<S> <C> <C> <C> <C>
1. NET ASSET VALUE, BEGINNING OF PERIOD $11.72 $12.05 $11.77 $11.41
INCOME FROM INVESTMENT OPERATIONS:
2. Net investment income 0.47 0.37 0.73 0.50
3. Net gains or losses on securities (both realized and
unrealized) (0.31) (0.27) 0.27 0.58
4. Total from investment operations 0.16 0.10 1.00 1.08
LESS DISTRIBUTIONS:
5. Dividends (from net investment income) (0.46) (0.36) (0.61) (0.61)
6. Distributions (from capital gains) -- (0.07) (0.11) (0.11)
7. Total distributions (0.46) (0.43) (0.72) (0.72)
8. NET ASSET VALUE, END OF PERIOD $11.42 $11.72 $12.05 $11.77
9. Total return* 1.37% 0.90% 8.58% 9.73%
10. Net assets, end of period (in thousands) $810 $842 $12 $11
11. Average net assets for the period (in thousands) $817 $250 $11 $10
12. Ratio of gross expenses to average net assets**(3) 1.28%(4) 1.20%(4) 1.24%(4) 1.23%(4)
13. Ratio of net expenses to average net assets**(5) 1.28% 1.20% 1.23% 1.23%
14. Ratio of net investment income to average net assets** 6.74% 6.80% 5.92% 6.39%
15. Portfolio turnover ratio** 183% 116% 145% 119%
--------------------------------------------------------------------------------------------------------------------
</TABLE>

*Total return not annualized for periods of less than one year.
** Annualized for periods of less than one full year.
(1)January 1, 2000 to July 31, 2000.
(2)May 1, 1997 (inception) to December 31, 1997.
(3)The expense ratio reflects expenses prior to any expense offset arrangements.
(4)The ratio was 1.28% in 2000, 1.20% in 1999, 1.24% in 1998 and 1.23% in 1997
before waiver of certain fees incurred by Flexible Income Portfolio.
(5)The expense ratio reflects expenses after any expense offset arrangements.

Financial highlights 51
<PAGE>

<TABLE>
<CAPTION>
MONEY MARKET PORTFOLIO - RETIREMENT SHARES
--------------------------------------------------------------------------------------------------------------------
Period ended Years ended December 31
July 31, 2000(1) 1999 1998 1997(2)
<S> <C> <C> <C> <C>
1. NET ASSET VALUE, BEGINNING OF PERIOD $1.00 $1.00 $1.00 $1.00
INCOME FROM INVESTMENT OPERATIONS:
2. Net investment income 0.03 0.04 0.05 0.03
3. Net gains or losses on securities (both realized and
unrealized) -- -- -- --
4. Total from investment operations 0.03 0.04 0.05 0.03
LESS DISTRIBUTIONS:
5. Dividends (from net investment income) (0.03) (0.04) (0.05) (0.03)
6. Distributions (from capital gains) -- -- -- --
7. Total distributions (0.03) (0.04) (0.05) (0.03)
8. NET ASSET VALUE, END OF PERIOD $1.00 $1.00 $1.00 $1.00
9. Total return* 3.17% 4.45% 4.85% 3.13%
10. Net assets, end of period (in thousands) $6,684 $1,153 $11 $10
11. Average net assets for the period (in thousands) $4,775 $150 $10 $10
12. Ratio of gross expenses to average net assets**(3) 0.90%(4) 0.86%(4) 0.84%(4) 1.00%(4)
13. Ratio of net expenses to average net assets**(5) 0.90% 0.86% 0.84% 1.00%
14. Ratio of net investment income to average net assets** 5.57% 5.18% 4.74% 4.66%
--------------------------------------------------------------------------------------------------------------------
</TABLE>

*Total return not annualized for periods of less than one year.
** Annualized for periods of less than one full year.
(1)January 1, 2000 to July 31, 2000.
(2)May 1, 1997 (inception) to December 31, 1997.
(3)The expense ratio reflects expenses prior to any expense offset arrangements.
(4)The ratio was 0.90% in 2000, 0.86% in 1999, 0.84% in 1998 and 1.10% in 1997
before waiver of certain fees incurred by Money Market Portfolio.
(5)The expense ratio reflects expenses after any expense offset arrangements.

52 Janus Adviser Series
<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 Funds may
invest. The Funds may invest in these instruments to the extent
permitted by their investment objectives and policies. The Funds are
not limited by this discussion and may invest in any other types of
instruments not precluded by the policies discussed elsewhere in this
Prospectus.

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 Funds 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 earn 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, a 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 Funds must pay if
these investments are profitable, the Funds may make various elections
permitted by the

Glossary of investment terms 53
<PAGE>

tax laws. These elections could require that the Funds 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 a 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, a 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 a 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 a 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 relatively long-term bonds that are coupled
with the 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 investment structure is commonly used as a
means of enhancing a 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.

54 Janus Adviser Series
<PAGE>

VARIABLE AND FLOATING RATE SECURITIES have variable or floating rates
of interest and, under certain limited circumstances, may have varying
principal amounts. Variable and floating rate 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 "underlying index"). 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. The specified price is usually
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 COMMITMENT TRANSACTIONS
generally involve the purchase of a security with payment and delivery
at some time in the future - i.e., beyond normal settlement. The Funds
do 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 Funds 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. They 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 Funds may buy and sell futures contracts on
foreign currencies, securities and financial indices including indices
of U.S. government, foreign government, equity or fixed-income
securities. The Funds 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.
A 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).

Glossary of investment terms 55
<PAGE>

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 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 Funds may purchase and write put
and call options on securities, securities indices and foreign
currencies.

56 Janus Adviser Series
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Explanation of rating categories

The following is a description of credit ratings issued by two of the
major credit ratings agencies. Credit ratings evaluate only the safety
of principal and interest payments, not the market value risk of lower
quality securities. Credit rating agencies may fail to change credit
ratings to reflect subsequent events on a timely basis. Although Janus
Capital considers security ratings when making investment decisions,
it also performs its own investment analysis and does not rely solely
on the ratings assigned by credit agencies.

STANDARD & POOR'S
RATINGS SERVICES

<TABLE>
<S> <C>
BOND RATING EXPLANATION
-----------------------------------------------------------------------------------------
Investment Grade
AAA......................... Highest rating; extremely strong capacity to pay principal
and interest.
AA.......................... High quality; very strong capacity to pay principal and
interest.
A........................... Strong capacity to pay principal and interest; somewhat more
susceptible to the adverse effects of changing circumstances
and economic conditions.
BBB......................... Adequate capacity to pay principal and interest; normally
exhibit adequate protection parameters, but adverse economic
conditions or changing circumstances more likely to lead to
a weakened capacity to pay principal and interest than for
higher rated bonds.
Non-Investment Grade
BB, B, CCC, CC, C........... Predominantly speculative with respect to the issuer's
capacity to meet required interest and principal payments.
BB - lowest degree of speculation; C - the highest degree of
speculation. Quality and protective characteristics
outweighed by large uncertainties or major risk exposure to
adverse conditions.
D........................... In default.
</TABLE>

Explanation of rating categories 57
<PAGE>

MOODY'S INVESTORS SERVICE, INC.

<TABLE>
<S> <C>
BOND RATING EXPLANATION
-----------------------------------------------------------------------------------------
Investment Grade
Aaa......................... Highest quality, smallest degree of investment risk.
Aa.......................... High quality; together with Aaa bonds, they compose the
high-grade bond group.
A........................... Upper-medium grade obligations; many favorable investment
attributes.
Baa......................... Medium-grade obligations; neither highly protected nor
poorly secured. Interest and principal appear adequate for
the present but certain protective elements may be lacking
or may be unreliable over any great length of time.
Non-Investment Grade
Ba.......................... More uncertain, with speculative elements. Protection of
interest and principal payments not well safeguarded during
good and bad times.
B........................... Lack characteristics of desirable investment; potentially
low assurance of timely interest and principal payments or
maintenance of other contract terms over time.
Caa......................... Poor standing, may be in default; elements of danger with
respect to principal or interest payments.
Ca.......................... Speculative in a high degree; could be in default or have
other marked shortcomings.
C........................... Lowest-rated; extremely poor prospects of ever attaining
investment standing.
</TABLE>

Unrated securities will be treated as noninvestment grade securities
unless a portfolio manager determines that such securities are the
equivalent of investment grade securities. Securities that have
received ratings from more than one agency are considered investment
grade if at least one agency has rated the security investment grade.

58 Janus Adviser Series
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[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 Janus Aspen Series 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 Funds.

The Statement of Additional Information provides detailed
information about the Funds and is incorporated into this Prospectus
by reference. You may review and copy information about the Funds
(including the Funds' 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

INSPROADVCOMB1200
<PAGE>

[JANUS LOGO]

Janus Adviser Series
Statement of Additional Information

Janus Adviser Growth Fund
Janus Adviser Aggressive Growth Fund
Janus Adviser Capital Appreciation Fund
Janus Adviser Balanced Fund
Janus Adviser Equity Income Fund
Janus Adviser Growth and Income Fund
Janus Adviser Strategic Value Fund
Janus Adviser International Fund
Janus Adviser Worldwide Fund
Janus Adviser Flexible Income Fund
Janus Adviser Money Market Fund

December 31, 2000
100 Fillmore Street
Denver, CO 80206-4928
(800) 525-0020

This Statement of Additional Information expands upon and
supplements the information contained in the current Prospectus
for the funds listed above, each of which is a separate series
of Janus Adviser Series, a Delaware business trust. Each of
these series of the Trust represents shares of beneficial
interest in a separate portfolio of securities and other assets
with its own objective and policies. Each Fund is managed
separately by Janus Capital Corporation.

The shares of the Funds may be purchased only through
institutional channels such as qualified and non-qualified
retirement and pension plans, bank trust departments, brokers,
financial advisers and other financial intermediaries.

This SAI is not a Prospectus and should be read in conjunction
with the Fund's Prospectus dated December 31, 2000, which is
incorporated by reference into this SAI and may be obtained
from your plan sponsor, broker or other financial intermediary.
This SAI contains additional and more detailed information
about the Funds' operations and activities than the Prospectus.

<PAGE>

[JANUS LOGO]

Janus Adviser Series......................................... 1

Janus Adviser Money Market Fund
Financial Statements........................................ 83
<PAGE>
[JANUS LOGO]

Janus Adviser Series

1
<PAGE>

[JANUS LOGO]

2
<PAGE>

Table of contents

<TABLE>
<S> <C>
Classification, Portfolio Turnover, Investment Policies and
Restrictions, and Investment Strategies and Risks........... 4
Investment Adviser.......................................... 24
Custodian, Transfer Agent and Certain Affiliations.......... 27
Portfolio Transactions and Brokerage........................ 28
Trustees and Officers....................................... 30
Shares of the Trust......................................... 35
Net Asset Value Determination............................ 35
Purchases................................................ 35
Distribution Plan........................................ 36
Redemptions.............................................. 36
Income Dividends, Capital Gains Distributions and Tax
Status...................................................... 38
Principal Shareholders...................................... 39
Miscellaneous Information................................... 42
Shares of the Trust...................................... 42
Shareholder Meetings..................................... 42
Voting Rights............................................ 42
Independent Accountants.................................. 43
Registration Statement................................... 43
Performance Information..................................... 44
Financial Statements........................................ 46
Appendix A.................................................. 47
Explanation of Rating Categories......................... 47
</TABLE>

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<PAGE>
Classification, portfolio turnover, investment policies
and restrictions, and investment
strategies and risks

CLASSIFICATION

Each Fund is a series of the Trust, an open-end, management investment
company. The Investment Company Act of 1940 ("1940 Act") classifies
mutual funds as either diversified or nondiversified. Aggressive
Growth Fund, Capital Appreciation Fund and Strategic Value Fund are
nondiversified funds. Each of these Funds reserves the right to become
a diversified fund by limiting the investments in which more than 5%
of its total assets are invested. Growth Fund, Balanced Fund, Equity
Income Fund, Growth and Income Fund, and International Fund, Worldwide
Fund and Flexible Income Fund are diversified funds.

PORTFOLIO TURNOVER

The Prospectus includes a discussion of portfolio turnover policies.
Portfolio turnover is calculated by dividing total purchases or sales,
whichever is less, by the average monthly value of a Fund's
securities. These are new funds and, therefore, have no portfolio
turnover history. However, several of the Funds resulted from the
reorganization of corresponding portfolios of Janus Aspen Series
Retirement Shares into the Funds. The portfolio turnover rates listed
below are those of the predecessor funds to each of those Funds and
give an indication of the expected portfolio turnover percentages of
those Funds.

<TABLE>
<CAPTION>
Fund Name 1999
------------------------------------------------------------------
<S> <C>
Growth Fund................................................. 53%
Aggressive Growth Fund...................................... 105%
Capital Appreciation Fund................................... 52%
Balanced Fund............................................... 92%
Equity Income Fund.......................................... 114%
Growth and Income Fund...................................... 59%
International Fund.......................................... 80%
Worldwide Fund.............................................. 67%
Flexible Income Fund........................................ 116%
</TABLE>

INVESTMENT POLICIES AND RESTRICTIONS APPLICABLE TO ALL FUNDS

The Funds are subject to certain fundamental policies and restrictions
that may not be changed without shareholder approval. Shareholder
approval means approval by the lesser of (i) more than 50% of the
outstanding voting securities of the Trust (or a particular Fund or
particular class of shares if a matter affects just that Fund or that
class of shares), or (ii) 67% or more of the voting securities present
at a meeting if the holders of more than 50% of the outstanding voting
securities of the Trust (or a particular Fund or class of shares) are
present or represented by proxy. As fundamental policies, each of the
Funds may not:

(1) Own more than 10% of the outstanding voting securities of any one
issuer and, as to fifty percent (50%) of the value of the total assets
of Aggressive Growth Fund, Capital Appreciation Fund and Strategic
Value Fund and as to seventy-five percent (75%) of the value of the
total assets of the other Funds, purchase the securities of any one
issuer (except cash items and "government securities" as defined under
the Investment Company Act of 1940, as amended, if immediately after
and as a result of such purchase, the value of the holdings of a Fund
in the securities of such issuer exceeds 5% of the value of such
Fund's total assets. With respect to the other 50% of the value of its
total assets, Aggressive Growth Fund, Capital Appreciation Fund and
Strategic Value Fund may invest in the securities of as few as two
issuers.

(2) Invest 25% or more of the value of their respective total assets
in any particular industry (other than U.S. government securities).

4
<PAGE>

(3) Invest directly in real estate or interests in real estate;
however, the Funds may own debt or equity securities issued by
companies engaged in those businesses.

(4) Purchase or sell physical commodities other than foreign
currencies unless acquired as a result of ownership of securities (but
this limitation shall not prevent the Funds from purchasing or selling
options, futures, swaps and forward contracts or from investing in
securities or other instruments backed by physical commodities).

(5) Lend any security or make any other loan if, as a result, more
than 25% of a Fund's total assets would be lent to other parties (but
this limitation does not apply to purchases of commercial paper, debt
securities or repurchase agreements).

(6) Act as an underwriter of securities issued by others, except to
the extent that a Fund may be deemed an underwriter in connection with
the disposition of its portfolio securities.

As a fundamental policy, each Fund may, notwithstanding any other
investment policy or limitation (whether or not fundamental), invest
all of its assets in the securities of a single open-end management
investment company with substantially the same fundamental investment
objective, policies and limitations as such Fund.

The Trustees have adopted additional investment restrictions for the
Funds. These restrictions are operating policies of the Funds and may
be changed by the Trustees without shareholder approval. The
additional investment restrictions adopted by the Trustees to date
include the following:

(a) A Fund will not (i) enter into any futures contracts and related
options for purposes other than bona fide hedging transactions within
the meaning of Commodity Futures Trading Commission ("CFTC")
regulations if the aggregate initial margin and premiums required to
establish positions in futures contracts and related options that do
not fall within the definition of bona fide hedging transactions will
exceed 5% of the fair market value of a Fund's net assets, after
taking into account unrealized profits and unrealized losses on any
such contracts it has entered into; and (ii) enter into any futures
contracts if the aggregate amount of such Fund's commitments under
outstanding futures contracts positions would exceed the market value
of its total assets.

(b) The Funds do not currently intend to sell securities short, unless
they own or have the right to obtain securities equivalent in kind and
amount to the securities sold short without the payment of any
additional consideration therefor, and provided that transactions in
futures, options, swaps and forward contracts are not deemed to
constitute selling securities short.

(c) The Funds do not currently intend to purchase securities on
margin, except that the Funds may obtain such short-term credits as
are necessary for the clearance of transactions, and provided that
margin payments and other deposits in connection with transactions in
futures, options, swaps and forward contracts shall not be deemed to
constitute purchasing securities on margin.

(d) A Fund may not mortgage or pledge any securities owned or held by
such Fund in amounts that exceed, in the aggregate, 15% of that Fund's
net asset value, provided that this limitation does not apply to
reverse repurchase agreements, deposits of assets to margin, guarantee
positions in futures, options, swaps or forward contracts, or the
segregation of assets in connection with such contracts.

(e) The Funds may borrow money for temporary or emergency purposes
(not for leveraging or investment) in an amount not exceeding 25% of
the value of their respective total assets (including the amount
borrowed) less liabilities (other than borrowings). If borrowings
exceed 25% of the value of a Fund's total

5
<PAGE>

assets by reason of a decline in net assets, the Fund will reduce its
borrowings within three business days to the extent necessary to
comply with the 25% limitation. This policy shall not prohibit reverse
repurchase agreements, deposits of assets to margin or guarantee
positions in futures, options, swaps or forward contracts, or the
segregation of assets in connection with such contracts.

(f) The Funds do not currently intend to purchase any security or
enter into a repurchase agreement, if as a result, more than 15% of
their respective net assets would be invested in (1) repurchase
agreements not entitling the holder to payment of principal and
interest within seven days and (2) in securities that are illiquid by
virtue of legal or contractual restrictions on resale or the absence
of a readily available market. The Trustees, or the Funds' investment
adviser acting pursuant to authority delegated by the Trustees, may
determine that a readily available market exists for securities
eligible for resale pursuant to Rule 144A under the Securities Act of
1933 ("Rule 144A Securities"), or any successor to such rule, Section
4(2) commercial paper and municipal lease obligations. Accordingly,
such securities may not be subject to the foregoing limitation.

(g) The Funds may not invest in companies for the purpose of
exercising control of management.

Under the terms of an exemptive order received from the Securities and
Exchange Commission ("SEC"), each of the Funds may borrow money from
or lend money to other funds that permit such transactions and for
which Janus Capital serves as investment adviser. All such borrowing
and lending will be subject to the above limits. A Fund will borrow
money through the program only when the costs are equal to or lower
than the cost of bank loans. Interfund loans and borrowings normally
extend overnight, but can have a maximum duration of seven days. A
Fund will lend through the program only when the returns are higher
than those available from other short-term instruments (such as
repurchase agreements). A Fund may have to borrow from a bank at a
higher interest rate if an interfund loan is called or not renewed.
Any delay in repayment to a lending Fund could result in a lost
investment opportunity or additional borrowing costs.

For the purposes of these investment restrictions, the identification
of the issuer of a municipal obligation depends on the terms and
conditions of the security. When assets and revenues of a political
subdivision are separate from those of the government that created the
subdivision and the security is backed only by the assets and revenues
of the subdivision, the subdivision is deemed to be the sole issuer.
Similarly, in the case of an industrial development bond, if the bond
is backed only by assets and revenues of a nongovernmental user, then
the nongovernmental user would be deemed to be the sole issuer. If,
however, in either case, the creating government or some other entity
guarantees the security, the guarantee would be considered a separate
security that would be treated as an issue of the guaranteeing entity.

For purposes of the Funds' restriction on investing in a particular
industry, the Funds will rely primarily on industry classifications as
published by Bloomberg L.P. To the extent that Bloomberg L.P.
classifications are so broad that the primary economic characteristics
in a single class are materially different, the Funds may further
classify issuers in accordance with industry classifications as
published by the SEC.

INVESTMENT POLICIES APPLICABLE TO CERTAIN FUNDS

BALANCED FUND. As an operational policy, at least 25% of the assets of
Balanced Fund normally will be invested in fixed-income securities.

FLEXIBLE INCOME FUND. As a fundamental policy, this Fund may not
purchase a non-income-producing security if, after such purchase, less
than 80% of the Fund's total assets would be invested in income-
producing securities. Income-producing securities include securities
that make periodic interest payments

6
<PAGE>

as well as those that make interest payments on a deferred basis or
pay interest only at maturity (e.g., Treasury bills or zero coupon
bonds).

INVESTMENT STRATEGIES AND RISKS

Cash Position

As discussed in the Prospectus, when a portfolio manager believes that
market conditions are unfavorable for profitable investing, or when he
or she is otherwise unable to locate attractive investment
opportunities, the Fund's investment in cash and similar investments
may increase. Securities that the Funds may invest in as a means of
receiving a return on idle cash include commercial paper, certificates
of deposit, repurchase agreements or other short-term debt
obligations. The Funds may also invest in money market funds,
including funds managed by Janus Capital. (See "Investment Company
Securities").

Illiquid Investments

Each Fund may invest up to 15% of its net assets in illiquid
investments (i.e., securities that are not readily marketable). The
Trustees have authorized Janus Capital to make liquidity
determinations with respect to certain securities, including Rule 144A
Securities, commercial paper and municipal lease obligations purchased
by the Funds. Under the guidelines established by the Trustees, Janus
Capital will consider the following factors: (1) the frequency of
trades and quoted prices for the obligation; (2) the number of dealers
willing to purchase or sell the security and the number of other
potential purchasers; (3) the willingness of dealers to undertake to
make a market in the security; and (4) the nature of the security and
the nature of the marketplace trades, including the time needed to
dispose of the security, the method of soliciting offers and the
mechanics of the transfer. In the case of commercial paper, Janus
Capital will also consider whether the paper is traded flat or in
default as to principal and interest and any ratings of the paper by a
nationally recognized statistical rating organization ("NRSRO"). A
foreign security that may be freely traded on or through the
facilities of an offshore exchange or other established offshore
securities market is not deemed to be a restricted security subject to
these procedures.

If illiquid securities exceed 15% of a Fund's net assets after the
time of purchase the Fund will take steps to reduce in an orderly
fashion its holdings of illiquid securities. Because illiquid
securities may not be readily marketable, a portfolio manager may not
be able to dispose of them in a timely manner. As a result, a Fund may
be forced to hold illiquid securities while their price depreciates.
Depreciation in the price of illiquid securities may cause the net
asset value of a Fund to decline.

An Equity Fund may invest up to 5% of its total assets in venture
capital investments, although no more than 0.5% of its total assets
will be invested in any one venture capital company. Venture capital
investments are investments in new and early stage companies whose
securities are not publicly traded. Venture capital investments may
present significant opportunities for capital appreciation but involve
a high degree of risk that can result in substantial losses. The Funds
may not be able to sell such investments when a portfolio manager
deems it appropriate to do so due to restrictions on their sale. In
addition, the Funds may be forced to sell their venture capital
investments at less than fair market value. Where venture capital
investments must be registered prior to their sale, the Funds may be
obligated to pay all or part of the registration expenses. Any of
these situations may result in a decrease in a Fund's NAV.

Securities Lending

The Funds may lend securities to qualified parties (typically brokers
or other financial institutions) who need to borrow securities in
order to complete certain transactions such as covering short sales,
avoiding failures to deliver securities or completing arbitrage
activities. The Funds may seek to earn additional

7
<PAGE>

income through securities lending. Since there is the risk of delay in
recovering a loaned security or the risk of loss in collateral rights
if the borrower fails financially, securities lending will only be
made to parties that Janus Capital deems creditworthy and in good
standing. In addition, such loans will only be made if Janus Capital
believes the benefit from granting such loans justifies the risk. The
Funds will not have the right to vote on securities while they are
being lent, but they will call a loan in anticipation of any important
vote. All loans will be continuously secured by collateral which
consists of cash, U.S. government securities, letters of credit and
such other collateral permitted by the Securities and Exchange
Commission and policies approved by the Trustees. Cash collateral may
be invested in money market funds advised by Janus Capital to the
extent consistent with exemptive relief obtained from the SEC.

Short Sales

Each Fund may engage in "short sales against the box." This technique
involves selling either a security that a Fund owns, or a security
equivalent in kind and amount to the security sold short that the Fund
has the right to obtain, for delivery at a specified date in the
future. A Fund may enter into a short sale against the box to hedge
against anticipated declines in the market price of portfolio
securities. If the value of the securities sold short increases prior
to the scheduled delivery date, a Fund loses the opportunity to
participate in the gain.

Zero Coupon, Step Coupon and Pay-In-Kind Securities

Each Fund may invest up to 10% (without limit for Flexible Income
Fund) of its assets in zero coupon, pay-in-kind and step coupon
securities. Zero coupon bonds are issued and traded at a discount from
their face value. They do not entitle the holder to any periodic
payment of interest prior to maturity. Step coupon bonds trade at a
discount from their face value and pay coupon interest. The coupon
rate is low for an initial period and then increases to a higher
coupon rate thereafter. The discount from the face amount or par 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. Pay-in-kind bonds 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.
For the purposes of any Fund's restriction on investing in
income-producing securities, income-producing securities include
securities that make periodic interest payments as well as those that
make interest payments on a deferred basis or pay interest only at
maturity (e.g., Treasury bills or zero coupon bonds).

Current federal income tax law requires holders of zero coupon
securities and step coupon securities to report the portion of the
original issue discount on such securities that accrues during a given
year as interest income, even though the holders receive no cash
payments of interest during the year. In order to qualify as a
"regulated investment company" under the Internal Revenue Code of
1986, as amended, and the regulations thereunder (the "Code"), a Fund
must distribute its investment company taxable income, including the
original issue discount accrued on zero coupon or step coupon bonds.
Because a Fund will not receive cash payments on a current basis in
respect of accrued original-issue discount on zero coupon bonds or
step coupon bonds during the period before interest payments begin, in
some years that Fund may have to distribute cash obtained from other
sources in order to satisfy the distribution requirements under the
Code. A Fund might obtain such cash from selling other portfolio
holdings which might cause that Fund to incur capital gains or losses
on the sale. Additionally, these actions are likely to reduce the
assets to which Fund expenses could be allocated and to reduce the
rate of return for that Fund. In some

8
<PAGE>

circumstances, such sales might be necessary in order to satisfy cash
distribution requirements even though investment considerations might
otherwise make it undesirable for a Fund to sell the securities at the
time.

Generally, the market prices of zero coupon, step coupon and
pay-in-kind securities are more volatile than the prices of securities
that pay interest periodically and in cash and are likely to respond
to changes in interest rates to a greater degree than other types of
debt securities having similar maturities and credit quality.

Pass-Through Securities

The Funds may invest in various types of pass-through securities, such
as mortgage-backed securities, asset-backed securities and
participation interests. A pass-through security is a share or
certificate of interest in a pool of debt obligations that have been
repackaged by an intermediary, such as a bank or broker-dealer. The
purchaser of a pass-through security receives an undivided interest in
the underlying pool of securities. The issuers of the underlying
securities make interest and principal payments to the intermediary
which are passed through to purchasers, such as the Funds. The most
common type of pass-through securities are mortgage-backed securities.
Ginnie Mae Certificates are mortgage-backed securities that evidence
an undivided interest in a pool of mortgage loans. Ginnie Mae
Certificates differ from bonds in that principal is paid back monthly
by the borrowers over the term of the loan rather than returned in a
lump sum at maturity. A Fund will generally purchase "modified
pass-through" Ginnie Mae Certificates, which entitle the holder to
receive a share of all interest and principal payments paid and owned
on the mortgage pool, net of fees paid to the "issuer" and Ginnie Mae,
regardless of whether or not the mortgagor actually makes the payment.
Ginnie Mae Certificates are backed as to the timely payment of
principal and interest by the full faith and credit of the U.S.
government.

Freddie Mac issues two types of mortgage pass-through securities:
mortgage participation certificates ("PCs") and guaranteed mortgage
certificates ("GMCs"). PCs resemble Ginnie Mae Certificates in that
each PC represents a pro rata share of all interest and principal
payments made and owned on the underlying pool. Freddie Mac guarantees
timely payments of interest on PCs and the full return of principal.
GMCs also represent a pro rata interest in a pool of mortgages.
However, these instruments pay interest semiannually and return
principal once a year in guaranteed minimum payments. This type of
security is guaranteed by Freddie Mac as to timely payment of
principal and interest but it is not guaranteed by the full faith and
credit of the U.S. government.

Fannie Mae issues guaranteed mortgage pass-through certificates
("Fannie Mae Certificates"). Fannie Mae Certificates resemble Ginnie
Mae Certificates in that each Fannie Mae Certificate represents a pro
rata share of all interest and principal payments made and owned on
the underlying pool. This type of security is guaranteed by Fannie Mae
as to timely payment of principal and interest but it is not
guaranteed by the full faith and credit of the U.S. government.

Except for GMCs, each of the mortgage-backed securities described
above is characterized by monthly payments to the holder, reflecting
the monthly payments made by the borrowers who received the underlying
mortgage loans. The payments to the security holders (such as the
Funds), like the payments on the underlying loans, represent both
principal and interest. Although the underlying mortgage loans are for
specified periods of time, such as 20 or 30 years, the borrowers can,
and typically do, pay them off sooner. Thus, the security holders
frequently receive prepayments of principal in addition to the
principal that is part of the regular monthly payments. A portfolio
manager will consider estimated prepayment rates in calculating the
average-weighted maturity of a Fund. A borrower is more likely to
prepay a mortgage that bears a relatively high rate of interest. This
means that in times of declining interest rates, higher

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<PAGE>

yielding mortgage-backed securities held by a Fund might be converted
to cash and that Fund will be forced to accept lower interest rates
when that cash is used to purchase additional securities in the
mortgage-backed securities sector or in other investment sectors.
Additionally, prepayments during such periods will limit a Fund's
ability to participate in as large a market gain as may be experienced
with a comparable security not subject to prepayment.

Asset-backed securities represent interests in pools of consumer loans
and are backed by paper or accounts receivables originated by banks,
credit card companies or other providers of credit. Generally, the
originating bank or credit provider is neither the obligor nor the
guarantor of the security, and interest and principal payments
ultimately depend upon payment of the underlying loans by individuals.
Tax-exempt asset-backed securities include units of beneficial
interests in pools of purchase contracts, financing leases, and sales
agreements that may be created when a municipality enters into an
installment purchase contract or lease with a vendor. Such securities
may be secured by the assets purchased or leased by the municipality;
however, if the municipality stops making payments, there generally
will be no recourse against the vendor. The market for tax-exempt
asset-backed securities is still relatively new. These obligations are
likely to involve unscheduled prepayments of principal.

Investment Company Securities

From time to time, the Funds may invest in securities of other
investment companies, subject to the provisions of Section 12(d)(1) of
the 1940 Act. The Funds may invest in securities of money market funds
managed by Janus Capital in excess of the limitations of Section
12(d)(1) under the terms of an SEC exemptive order obtained by Janus
Capital and the Janus funds.

Depositary Receipts

The Funds may invest in sponsored and unsponsored American Depositary
Receipts ("ADRs"), which are receipts issued by an American bank or
trust company evidencing ownership of underlying securities issued by
a foreign issuer. ADRs, in registered form, are designed for use in
U.S. securities markets. Unsponsored ADRs may be created without the
participation of the foreign issuer. Holders of these ADRs generally
bear all the costs of the ADR facility, whereas foreign issuers
typically bear certain costs in a sponsored ADR. The bank or trust
company depositary of an unsponsored ADR may be under no obligation to
distribute shareholder communications received from the foreign issuer
or to pass through voting rights. The Funds may also invest in
European Depositary Receipts ("EDRs"), Global Depositary Receipts
("GDRs") and in other similar instruments representing securities of
foreign companies. EDRs and GDRs are securities that are typically
issued by foreign banks or foreign trust companies, although U.S.
banks or U.S. trust companies may issue them. EDRs and GDRs are
structured similar to the arrangements of ADRs. EDRs, in bearer form,
are designed for use in European securities markets.

Depositary Receipts are generally subject to the same sort of risks as
direct investments in a foreign country, such as, currency risk,
political and economic risk, and market risk, because their values
depend on the performance of a foreign security denominated in its
home currency. The risks of foreign investing are addressed in some
detail in the Funds' prospectus.

Municipal Obligations

The Funds may invest in municipal obligations issued by states,
territories and possessions of the United States and the District of
Columbia. The value of municipal obligations can be affected by
changes in their actual or perceived credit quality. The credit
quality of municipal obligations can be affected by, among other
things, the financial condition of the issuer or guarantor, the
issuer's future borrowing plans and sources of revenue, the economic
feasibility of the revenue bond project or general borrowing purpose,

10
<PAGE>

political or economic developments in the region where the security is
issued, and the liquidity of the security. Because municipal
securities are generally traded over-the-counter, the liquidity of a
particular issue often depends on the willingness of dealers to make a
market in the security. The liquidity of some municipal obligations
may be enhanced by demand features, which would enable a Fund to
demand payment on short notice from the issuer or a financial
intermediary.

Other Income-Producing Securities

Other types of income producing securities that the Funds may purchase
include, but are not limited to, the following types of securities:

VARIABLE AND FLOATING RATE OBLIGATIONS. These types of securities have
variable or floating rates of interest and, under certain limited
circumstances, may have varying principal amounts. Variable and
floating rate 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 "underlying
index"). The floating rate tends to decrease the security's price
sensitivity to changes in interest rates. These types of securities
are relatively long-term instruments that often carry demand features
permitting the holder to demand payment of principal at any time or at
specified intervals prior to maturity.

In order to most effectively use these investments, a portfolio
manager must correctly assess probable movements in interest rates.
This involves different skills than those used to select most
portfolio securities. If the portfolio manager incorrectly forecasts
such movements, a Fund could be adversely affected by the use of
variable or floating rate obligations.

STANDBY COMMITMENTS. These instruments, which are similar to a put,
give a Fund the option to obligate a broker, dealer or bank to
repurchase a security held by that Fund at a specified price.

TENDER OPTION BONDS. Tender option bonds are relatively long-term
bonds that are coupled with the 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 investment
structure is commonly used as a means of enhancing a security's
liquidity.

INVERSE FLOATERS. Inverse floaters are debt instruments whose interest
bears an inverse relationship to the interest rate on another
security. No Fund will invest more than 5% of its assets in inverse
floaters. Similar to variable and floating rate obligations, effective
use of inverse floaters requires skills different from those needed to
select most portfolio securities. If movements in interest rates are
incorrectly anticipated, a fund could lose money or its NAV could
decline by the use of inverse floaters.

STRIP BONDS. 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.

The Funds will purchase standby commitments, tender option bonds and
instruments with demand features primarily for the purpose of
increasing the liquidity of their holdings.

Repurchase and Reverse Repurchase Agreements

In a repurchase agreement, a Fund purchases a security and
simultaneously commits to resell that security to the seller at an
agreed upon price on an agreed upon date within a number of days
(usually not more than seven) from the date of purchase. The resale
price consists of the purchase price plus an agreed upon incremental
amount that is unrelated to the coupon rate or maturity of the
purchased security. A repurchase agreement involves the obligation of
the seller to pay the agreed upon price, which obligation is

11
<PAGE>

in effect secured by the value (at least equal to the amount of the
agreed upon resale price and marked-to-market daily) of the underlying
security or "collateral." A risk associated with repurchase agreements
is the failure of the seller to repurchase the securities as agreed,
which may cause a Fund to suffer a loss if the market value of such
securities declines before they can be liquidated on the open market.
In the event of bankruptcy or insolvency of the seller, a Fund may
encounter delays and incur costs in liquidating the underlying
security. Repurchase agreements that mature in more than seven days
are subject to the 15% limit on illiquid investments. While it is not
possible to eliminate all risks from these transactions, it is the
policy of the Funds to limit repurchase agreements to those parties
whose creditworthiness has been reviewed and found satisfactory by
Janus Capital.

A Fund may use reverse repurchase agreements to obtain cash to satisfy
unusually heavy redemption requests or for other temporary or
emergency purposes without the necessity of selling portfolio
securities, or to earn additional income on portfolio securities, such
as Treasury bills or notes. In a reverse repurchase agreement, a Fund
sells a portfolio security to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the
instrument at a particular price and time. While a reverse repurchase
agreement is outstanding, a Fund will maintain cash and appropriate
liquid assets in a segregated custodial account to cover its
obligation under the agreement. The Funds will enter into reverse
repurchase agreements only with parties that Janus Capital deems
creditworthy. Using reverse repurchase agreements to earn additional
income involves the risk that the interest earned on the invested
proceeds is less than the expense of the reverse repurchase agreement
transaction. This technique may also have a leveraging effect on the
Fund, although the Fund's intent to segregate assets in the amount of
the reverse repurchase agreement minimizes this effect.

High-Yield/High-Risk Bonds

Flexible Income Fund may invest without limit in bonds that are rated
below investment grade (e.g., bonds rated BB or lower by Standard &
Poor's Ratings Services or Ba or lower by Moody's Investors Service,
Inc.). No other Fund intends to invest 35% or more of its net assets
in such bonds. Lower rated bonds involve a higher degree of credit
risk, which is the risk that the issuer will not make interest or
principal payments when due. In the event of an unanticipated default,
a Fund would experience a reduction in its income, and could expect a
decline in the market value of the bonds so affected.

Any Fund may also invest in unrated bonds of foreign and domestic
issuers. For the Funds subject to such limit, unrated bonds will be
included in the 35% limit on investments in bonds rated below
investment grade unless its portfolio manager deems such securities to
be the equivalent of investment grade bonds. Unrated bonds, while not
necessarily of lower quality than rated bonds, may not have as broad a
market. Because of the size and perceived demand of the issue, among
other factors, certain municipalities may not incur the costs of
obtaining a rating. A Fund's manager will analyze the creditworthiness
of the issuer, as well as any financial institution or other party
responsible for payments on the bond, in determining whether to
purchase unrated municipal bonds.

Defaulted Securities

For the Funds subject to such limit, defaulted securities will be
included in the 35% limit on investments in bonds rated below
investment grade. The Funds will invest in defaulted securities only
when its portfolio manager believes, based upon analysis of the
financial condition, results of operations and economic outlook of an
issuer, that there is potential for resumption of income payments and
that the securities offer an unusual opportunity for capital
appreciation. Notwithstanding the portfolio manager's belief about the
resumption of income, however, the purchase of any security on which
payment of

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<PAGE>

interest or dividends is suspended involves a high degree of risk.
Such risk includes, among other things, the following:

FINANCIAL AND MARKET RISKS. Investments in securities that are in
default involve a high degree of financial and market risks that can
result in substantial or, at times, even total losses. Issuers of
defaulted securities may have substantial capital needs and may become
involved in bankruptcy or reorganization proceedings. Among the
problems involved in investments in such issuers is the fact that it
may be difficult to obtain information about the condition of such
issuers. The market prices of such securities also are subject to
abrupt and erratic movements and above average price volatility, and
the spread between the bid and asked prices of such securities may be
greater than normally expected.

DISPOSITION OF PORTFOLIO SECURITIES. Although these Funds generally
will purchase securities for which their portfolio managers expect an
active market to be maintained, defaulted securities may be less
actively traded than other securities and it may be difficult to
dispose of substantial holdings of such securities at prevailing
market prices. The Funds will limit holdings of any such securities to
amounts that the portfolio managers believe could be readily sold, and
holdings of such securities would, in any event, be limited so as not
to limit the Funds' ability to readily dispose of securities to meet
redemptions.

OTHER. Defaulted securities require active monitoring and may, at
times, require participation in bankruptcy or receivership proceedings
on behalf of the Funds.

Futures, Options and Other Derivative Instruments

FUTURES CONTRACTS. The Funds may enter into contracts for the purchase
or sale for future delivery of fixed-income securities, foreign
currencies or contracts based on financial indices, including indices
of U.S. government securities, foreign government securities, equity
or fixed-income securities. U.S. futures contracts are traded on
exchanges which have been designated "contract markets" by the CFTC
and must be executed through a futures commission merchant ("FCM"), or
brokerage firm, which is a member of the relevant contract market.
Through their clearing corporations, the exchanges guarantee
performance of the contracts as between the clearing members of the
exchange.

The buyer or seller of a futures contract is not required to deliver
or pay for the underlying instrument unless the contract is held until
the delivery date. However, both the buyer and seller are required to
deposit "initial margin" for the benefit of the FCM when the contract
is entered into. Initial margin deposits are equal to a percentage of
the contract's value, as set by the exchange on which the contract is
traded, and may be maintained in cash or certain other liquid assets
by the Funds' custodian or subcustodian for the benefit of the FCM.
Initial margin payments are similar to good faith deposits or
performance bonds. Unlike margin extended by a securities broker,
initial margin payments do not constitute purchasing securities on
margin for purposes of the Fund's investment limitations. If the value
of either party's position declines, that party will be required to
make additional "variation margin" payments for the benefit of the FCM
to settle the change in value on a daily basis. The party that has a
gain may be entitled to receive all or a portion of this amount. In
the event of the bankruptcy of the FCM that holds margin on behalf of
a Fund, that Fund may be entitled to return of margin owed to such
Fund only in proportion to the amount received by the FCM's other
customers. Janus Capital will attempt to minimize the risk by careful
monitoring of the creditworthiness of the FCMs with which the Funds do
business and by depositing margin payments in a segregated account
with the Funds' custodian.

The Funds intend to comply with guidelines of eligibility for
exclusion from the definition of the term "commodity pool operator"
adopted by the CFTC and the National Futures Association, which
regulate

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<PAGE>

trading in the futures markets. The Funds will use futures contracts
and related options primarily for bona fide hedging purposes within
the meaning of CFTC regulations. To the extent that the Funds hold
positions in futures contracts and related options that do not fall
within the definition of bona fide hedging transactions, the aggregate
initial margin and premiums required to establish such positions will
not exceed 5% of the fair market value of a Fund's net assets, after
taking into account unrealized profits and unrealized losses on any
such contracts it has entered into.

Although a Fund will segregate cash and liquid assets in an amount
sufficient to cover its open futures obligations, the segregated
assets would be available to that Fund immediately upon closing out
the futures position, while settlement of securities transactions
could take several days. However, because a Fund's cash that may
otherwise be invested would be held uninvested or invested in other
liquid assets so long as the futures position remains open, such
Fund's return could be diminished due to the opportunity losses of
foregoing other potential investments.

A Fund's primary purpose in entering into futures contracts is to
protect that Fund from fluctuations in the value of securities or
interest rates without actually buying or selling the underlying debt
or equity security. For example, if the Fund anticipates an increase
in the price of stocks, and it intends to purchase stocks at a later
time, that Fund could enter into a futures contract to purchase a
stock index as a temporary substitute for stock purchases. If an
increase in the market occurs that influences the stock index as
anticipated, the value of the futures contracts will increase, thereby
serving as a hedge against that Fund not participating in a market
advance. This technique is sometimes known as an anticipatory hedge.
To the extent a Fund enters into futures contracts for this purpose,
the segregated assets maintained to cover such Fund's obligations with
respect to the futures contracts will consist of liquid assets from
its portfolio in an amount equal to the difference between the
contract price and the aggregate value of the initial and variation
margin payments made by that Fund with respect to the futures
contracts. Conversely, if a Fund holds stocks and seeks to protect
itself from a decrease in stock prices, the Fund might sell stock
index futures contracts, thereby hoping to offset the potential
decline in the value of its portfolio securities by a corresponding
increase in the value of the futures contract position. A Fund could
protect against a decline in stock prices by selling portfolio
securities and investing in money market instruments, but the use of
futures contracts enables it to maintain a defensive position without
having to sell portfolio securities.

If a Fund owns bonds and the portfolio manager expects interest rates
to increase, that Fund may take a short position in interest rate
futures contracts. Taking such a position would have much the same
effect as that Fund selling bonds in its portfolio. If interest rates
increase as anticipated, the value of the bonds would decline, but the
value of that Fund's interest rate futures contract will increase,
thereby keeping the net asset value of that Fund from declining as
much as it may have otherwise. If, on the other hand, a portfolio
manager expects interest rates to decline, that Fund may take a long
position in interest rate futures contracts in anticipation of later
closing out the futures position and purchasing the bonds. Although a
Fund can accomplish similar results by buying securities with long
maturities and selling securities with short maturities, given the
greater liquidity of the futures market than the cash market, it may
be possible to accomplish the same result more easily and more quickly
by using futures contracts as an investment tool to reduce risk.

The ordinary spreads between prices in the cash and futures markets,
due to differences in the nature of those markets, are subject to
distortions. First, all participants in the futures market are subject
to initial margin and variation margin requirements. Rather than
meeting additional variation margin requirements, investors may close
out futures contracts through offsetting transactions which could
distort the normal price relationship between the cash and futures
markets. Second, the liquidity of the futures market

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<PAGE>

depends on participants entering into offsetting transactions rather
than making or taking delivery of the instrument underlying a futures
contract. To the extent participants decide to make or take delivery,
liquidity in the futures market could be reduced and prices in the
futures market distorted. Third, from the point of view of
speculators, the margin deposit requirements in the futures market are
less onerous than margin requirements in the securities market.
Therefore, increased participation by speculators in the futures
market may cause temporary price distortions. Due to the possibility
of the foregoing distortions, a correct forecast of general price
trends by a portfolio manager still may not result in a successful use
of futures.

Futures contracts entail risks. Although the Funds believe that use of
such contracts will benefit the Funds, a Fund's overall performance
could be worse than if such Fund had not entered into futures
contracts if the portfolio manager's investment judgement proves
incorrect. For example, if a Fund has hedged against the effects of a
possible decrease in prices of securities held in its portfolio and
prices increase instead, that Fund will lose part or all of the
benefit of the increased value of these securities because of
offsetting losses in its futures positions. In addition, if a Fund has
insufficient cash, it may have to sell securities from its portfolio
to meet daily variation margin requirements. Those sales may be, but
will not necessarily be, at increased prices which reflect the rising
market and may occur at a time when the sales are disadvantageous to
such Fund.

The prices of futures contracts depend primarily on the value of their
underlying instruments. Because there are a limited number of types of
futures contracts, it is possible that the standardized futures
contracts available to a Fund will not match exactly such Fund's
current or potential investments. A Fund may buy and sell futures
contracts based on underlying instruments with different
characteristics from the securities in which it typically
invests - for example, by hedging investments in portfolio securities
with a futures contract based on a broad index of securities - which
involves a risk that the futures position will not correlate precisely
with the performance of such Fund's investments.

Futures prices can also diverge from the prices of their underlying
instruments, even if the underlying instruments closely correlate with
a Fund's investments. Futures prices are affected by factors such as
current and anticipated short-term interest rates, changes in
volatility of the underlying instruments and the time remaining until
expiration of the contract. Those factors may affect securities prices
differently from futures prices. Imperfect correlations between a
Fund's investments and its futures positions also may result from
differing levels of demand in the futures markets and the securities
markets, from structural differences in how futures and securities are
traded, and from imposition of daily price fluctuation limits for
futures contracts. A Fund may buy or sell futures contracts with a
greater or lesser value than the securities it wishes to hedge or is
considering purchasing in order to attempt to compensate for
differences in historical volatility between the futures contract and
the securities, although this may not be successful in all cases. If
price changes in a Fund's futures positions are poorly correlated with
its other investments, its futures positions may fail to produce
desired gains or result in losses that are not offset by the gains in
that Fund's other investments.

Because futures contracts are generally settled within a day from the
date they are closed out, compared with a settlement period of three
days for some types of securities, the futures markets can provide
superior liquidity to the securities markets. Nevertheless, there is
no assurance that a liquid secondary market will exist for any
particular futures contract at any particular time. In addition,
futures exchanges may establish daily price fluctuation limits for
futures contracts and may halt trading if a contract's price moves
upward or downward more than the limit in a given day. On volatile
trading days when the price fluctuation limit is reached, it may be
impossible for a Fund to enter into new positions or close out

15
<PAGE>

existing positions. If the secondary market for a futures contract is
not liquid because of price fluctuation limits or otherwise, a Fund
may not be able to promptly liquidate unfavorable futures positions
and potentially could be required to continue to hold a futures
position until the delivery date, regardless of changes in its value.
As a result, such Fund's access to other assets held to cover its
futures positions also could be impaired.

OPTIONS ON FUTURES CONTRACTS. The Funds may buy and write put and call
options on futures contracts. An option on a future gives a Fund the
right (but not the obligation) to buy or sell a futures contract at a
specified price on or before a specified date. The purchase of a call
option on a futures contract is similar in some respects to the
purchase of a call option on an individual security. Depending on the
pricing of the option compared to either the price of the futures
contract upon which it is based or the price of the underlying
instrument, ownership of the option may or may not be less risky than
ownership of the futures contract or the underlying instrument. As
with the purchase of futures contracts, when a Fund is not fully
invested it may buy a call option on a futures contract to hedge
against a market advance.

The writing of a call option on a futures contract constitutes a
partial hedge against declining prices of the security or foreign
currency which is deliverable under, or of the index comprising, the
futures contract. If the futures price at the expiration of the option
is below the exercise price, a Fund will retain the full amount of the
option premium which provides a partial hedge against any decline that
may have occurred in that Fund's holdings. The writing of a put option
on a futures contract constitutes a partial hedge against increasing
prices of the security or foreign currency which is deliverable under,
or of the index comprising, the futures contract. If the futures price
at expiration of the option is higher than the exercise price, a Fund
will retain the full amount of the option premium which provides a
partial hedge against any increase in the price of securities which
that Fund is considering buying. If a call or put option a Fund has
written is exercised, such Fund will incur a loss which will be
reduced by the amount of the premium it received. Depending on the
degree of correlation between the change in the value of its portfolio
securities and changes in the value of the futures positions, a Fund's
losses from existing options on futures may to some extent be reduced
or increased by changes in the value of portfolio securities.

The purchase of a put option on a futures contract is similar in some
respects to the purchase of protective put options on portfolio
securities. For example, a Fund may buy a put option on a futures
contract to hedge its portfolio against the risk of falling prices or
rising interest rates.

The amount of risk a Fund assumes when it buys an option on a futures
contract is the premium paid for the option plus related transaction
costs. In addition to the correlation risks discussed above, the
purchase of an option also entails the risk that changes in the value
of the underlying futures contract will not be fully reflected in the
value of the options bought.

FORWARD CONTRACTS. A forward contract is an agreement between two
parties in which one party is obligated to deliver a stated amount of
a stated asset at a specified time in the future and the other party
is obligated to pay a specified amount for the assets at the time of
delivery. The Funds may enter into forward contracts to purchase and
sell government securities, equity or income securities, foreign
currencies or other financial instruments. Forward contracts generally
are traded in an interbank market conducted directly between traders
(usually large commercial banks) and their customers. Unlike futures
contracts, which are standardized contracts, forward contracts can be
specifically drawn to meet the needs of the parties that enter into
them. The parties to a forward contract may agree to offset or
terminate the contract before its maturity, or may hold the contract
to maturity and complete the contemplated exchange.

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<PAGE>

The following discussion summarizes the Funds' principal uses of
forward foreign currency exchange contracts ("forward currency
contracts"). A Fund may enter into forward currency contracts with
stated contract values of up to the value of that Fund's assets. A
forward currency contract is an obligation to buy or sell an amount of
a specified currency for an agreed price (which may be in U.S. dollars
or a foreign currency). A Fund will exchange foreign currencies for
U.S. dollars and for other foreign currencies in the normal course of
business and may buy and sell currencies through forward currency
contracts in order to fix a price for securities it has agreed to buy
or sell ("transaction hedge"). A Fund also may hedge some or all of
its investments denominated in a foreign currency or exposed to
foreign currency fluctuations against a decline in the value of that
currency relative to the U.S. dollar by entering into forward currency
contracts to sell an amount of that currency (or a proxy currency
whose performance is expected to replicate or exceed the performance
of that currency relative to the U.S. dollar) approximating the value
of some or all of its portfolio securities denominated in that
currency ("position hedge") or by participating in options or futures
contracts with respect to the currency. A Fund also may enter into a
forward currency contract with respect to a currency where the Fund is
considering the purchase or sale of investments denominated in that
currency but has not yet selected the specific investments
("anticipatory hedge"). In any of these circumstances a Fund may,
alternatively, enter into a forward currency contract to purchase or
sell one foreign currency for a second currency that is expected to
perform more favorably relative to the U.S. dollar if the portfolio
manager believes there is a reasonable degree of correlation between
movements in the two currencies ("cross-hedge").

These types of hedging minimize the effect of currency appreciation as
well as depreciation, but do not eliminate fluctuations in the
underlying U.S. dollar equivalent value of the proceeds of or rates of
return on a Fund's foreign currency denominated portfolio securities.
The matching of the increase in value of a forward contract and the
decline in the U.S. dollar equivalent value of the foreign currency
denominated asset that is the subject of the hedge generally will not
be precise. Shifting a Fund's currency exposure from one foreign
currency to another removes that Fund's opportunity to profit from
increases in the value of the original currency and involves a risk of
increased losses to such Fund if its portfolio manager's projection of
future exchange rates is inaccurate. Proxy hedges and cross-hedges may
result in losses if the currency used to hedge does not perform
similarly to the currency in which hedged securities are denominated.
Unforeseen changes in currency prices may result in poorer overall
performance for a Fund than if it had not entered into such contracts.

The Funds will cover outstanding forward currency contracts by
maintaining liquid portfolio securities denominated in or whose value
is tied to the currency underlying the forward contract or the
currency being hedged. To the extent that a Fund is not able to cover
its forward currency positions with underlying portfolio securities,
the Funds' custodian will segregate cash or other liquid assets having
a value equal to the aggregate amount of such Fund's commitments under
forward contracts entered into with respect to position hedges,
cross-hedges and anticipatory hedges. If the value of the securities
used to cover a position or the value of segregated assets declines, a
Fund will find alternative cover or segregate additional cash or other
liquid assets on a daily basis so that the value of the covered and
segregated assets will be equal to the amount of such Fund's
commitments with respect to such contracts. As an alternative to
segregating assets, a Fund may buy call options permitting such Fund
to buy the amount of foreign currency being hedged by a forward sale
contract or a Fund may buy put options permitting it to sell the
amount of foreign currency subject to a forward buy contract.

While forward contracts are not currently regulated by the CFTC, the
CFTC may in the future assert authority to regulate forward contracts.
In such event, the Funds' ability to utilize forward contracts may

17
<PAGE>

be restricted. In addition, a Fund may not always be able to enter
into forward contracts at attractive prices and may be limited in its
ability to use these contracts to hedge Fund assets.

OPTIONS ON FOREIGN CURRENCIES. The Funds may buy and write options on
foreign currencies in a manner similar to that in which futures or
forward contracts on foreign currencies will be utilized. For example,
a decline in the U.S. dollar value of a foreign currency in which
portfolio securities are denominated will reduce the U.S. dollar value
of such securities, even if their value in the foreign currency
remains constant. In order to protect against such diminutions in the
value of portfolio securities, a Fund may buy put options on the
foreign currency. If the value of the currency declines, such Fund
will have the right to sell such currency for a fixed amount in U.S.
dollars, thereby offsetting, in whole or in part, the adverse effect
on its portfolio.

Conversely, when a rise in the U.S. dollar value of a currency in
which securities to be acquired are denominated is projected, thereby
increasing the cost of such securities, a Fund may buy call options on
the foreign currency. The purchase of such options could offset, at
least partially, the effects of the adverse movements in exchange
rates. As in the case of other types of options, however, the benefit
to a Fund from purchases of foreign currency options will be reduced
by the amount of the premium and related transaction costs. In
addition, if currency exchange rates do not move in the direction or
to the extent projected, a Fund could sustain losses on transactions
in foreign currency options that would require such Fund to forego a
portion or all of the benefits of advantageous changes in those rates.

The Funds may also write options on foreign currencies. For example,
to hedge against a potential decline in the U.S. dollar value of
foreign currency denominated securities due to adverse fluctuations in
exchange rates, a Fund could, instead of purchasing a put option,
write a call option on the relevant currency. If the expected decline
occurs, the option will most likely not be exercised and the decline
in value of portfolio securities will be offset by the amount of the
premium received.

Similarly, instead of purchasing a call option to hedge against a
potential increase in the U.S. dollar cost of securities to be
acquired, a Fund could write a put option on the relevant currency
which, if rates move in the manner projected, should expire
unexercised and allow that Fund to hedge the increased cost up to the
amount of the premium. As in the case of other types of options,
however, the writing of a foreign currency option will constitute only
a partial hedge up to the amount of the premium. If exchange rates do
not move in the expected direction, the option may be exercised and a
Fund would be required to buy or sell the underlying currency at a
loss which may not be offset by the amount of the premium. Through the
writing of options on foreign currencies, a Fund also may lose all or
a portion of the benefits which might otherwise have been obtained
from favorable movements in exchange rates.

The Funds may write covered call options on foreign currencies. A call
option written on a foreign currency by a Fund is "covered" if that
Fund owns the foreign currency underlying the call or has an absolute
and immediate right to acquire that foreign currency without
additional cash consideration (or for additional cash consideration
held in a segregated account by its custodian) upon conversion or
exchange of other foreign currencies held in its portfolio. A call
option is also covered if a Fund has a call on the same foreign
currency in the same principal amount as the call written if the
exercise price of the call held (i) is equal to or less than the
exercise price of the call written or (ii) is greater than the
exercise price of the call written, if the difference is maintained by
such Fund in cash or other liquid assets in a segregated account with
the Funds' custodian.

The Funds also may write call options on foreign currencies for
cross-hedging purposes. A call option on a foreign currency is for
cross-hedging purposes if it is designed to provide a hedge against a
decline due to an adverse change in the exchange rate in the U.S.
dollar value of a security which a Fund owns or has

18
<PAGE>

the right to acquire and which is denominated in the currency
underlying the option. Call options on foreign currencies which are
entered into for cross-hedging purposes are not covered. However, in
such circumstances, a Fund will collateralize the option by
segregating cash or other liquid assets in an amount not less than the
value of the underlying foreign currency in U.S. dollars
marked-to-market daily.

OPTIONS ON SECURITIES. In an effort to increase current income and to
reduce fluctuations in net asset value, the Funds may write covered
put and call options and buy put and call options on securities that
are traded on United States and foreign securities exchanges and
over-the-counter. The Funds may write and buy options on the same
types of securities that the Funds may purchase directly.

A put option written by a Fund is "covered" if that Fund (i)
segregates cash not available for investment or other liquid assets
with a value equal to the exercise price of the put with the Funds'
custodian or (ii) holds a put on the same security and in the same
principal amount as the put written and the exercise price of the put
held is equal to or greater than the exercise price of the put
written. The premium paid by the buyer of an option will reflect,
among other things, the relationship of the exercise price to the
market price and the volatility of the underlying security, the
remaining term of the option, supply and demand and interest rates.

A call option written by a Fund is "covered" if that Fund owns the
underlying security covered by the call or has an absolute and
immediate right to acquire that security without additional cash
consideration (or for additional cash consideration held in a
segregated account by the Funds' custodian) upon conversion or
exchange of other securities held in its portfolio. A call option is
also deemed to be covered if a Fund holds a call on the same security
and in the same principal amount as the call written and the exercise
price of the call held (i) is equal to or less than the exercise price
of the call written or (ii) is greater than the exercise price of the
call written if the difference is maintained by that Fund in cash and
other liquid assets in a segregated account with its custodian.

The Funds also may write call options that are not covered for
cross-hedging purposes. A Fund collateralizes its obligation under a
written call option for cross-hedging purposes by segregating cash or
other liquid assets in an amount not less than the market value of the
underlying security, marked-to-market daily. A Fund would write a call
option for cross-hedging purposes, instead of writing a covered call
option, when the premium to be received from the cross-hedge
transaction would exceed that which would be received from writing a
covered call option and its portfolio manager believes that writing
the option would achieve the desired hedge.

The writer of an option may have no control over when the underlying
securities must be sold, in the case of a call option, or bought, in
the case of a put option, since with regard to certain options, the
writer may be assigned an exercise notice at any time prior to the
termination of the obligation. Whether or not an option expires
unexercised, the writer retains the amount of the premium. This
amount, of course, may, in the case of a covered call option, be
offset by a decline in the market value of the underlying security
during the option period. If a call option is exercised, the writer
experiences a profit or loss from the sale of the underlying security.
If a put option is exercised, the writer must fulfill the obligation
to buy the underlying security at the exercise price, which will
usually exceed the then market value of the underlying security.

The writer of an option that wishes to terminate its obligation may
effect a "closing purchase transaction." This is accomplished by
buying an option of the same series as the option previously written.
The effect of the purchase is that the writer's position will be
canceled by the clearing corporation. However, a writer may not effect
a closing purchase transaction after being notified of the exercise of
an option. Likewise, an

19
<PAGE>

investor who is the holder of an option may liquidate its position by
effecting a "closing sale transaction." This is accomplished by
selling an option of the same series as the option previously bought.
There is no guarantee that either a closing purchase or a closing sale
transaction can be effected.

In the case of a written call option, effecting a closing transaction
will permit a Fund to write another call option on the underlying
security with either a different exercise price or expiration date or
both. In the case of a written put option, such transaction will
permit a Fund to write another put option to the extent that the
exercise price is secured by deposited liquid assets. Effecting a
closing transaction also will permit a Fund to use the cash or
proceeds from the concurrent sale of any securities subject to the
option for other investments. If a Fund desires to sell a particular
security from its portfolio on which it has written a call option,
such Fund will effect a closing transaction prior to or concurrent
with the sale of the security.

A Fund will realize a profit from a closing transaction if the price
of the purchase transaction is less than the premium received from
writing the option or the price received from a sale transaction is
more than the premium paid to buy the option. A Fund will realize a
loss from a closing transaction if the price of the purchase
transaction is more than the premium received from writing the option
or the price received from a sale transaction is less than the premium
paid to buy the option. Because increases in the market of a call
option generally will reflect increases in the market price of the
underlying security, any loss resulting from the repurchase of a call
option is likely to be offset in whole or in part by appreciation of
the underlying security owned by a Fund.

An option position may be closed out only where a secondary market for
an option of the same series exists. If a secondary market does not
exist, the Fund may not be able to effect closing transactions in
particular options and the Fund would have to exercise the options in
order to realize any profit. If a Fund is unable to effect a closing
purchase transaction in a secondary market, it will not be able to
sell the underlying security until the option expires or it delivers
the underlying security upon exercise. The absence of a liquid
secondary market may be due to the following: (i) insufficient trading
interest in certain options, (ii) restrictions imposed by a national
securities exchange ("Exchange") on which the option is traded on
opening or closing transactions or both, (iii) trading halts,
suspensions or other restrictions imposed with respect to particular
classes or series of options or underlying securities, (iv) unusual or
unforeseen circumstances that interrupt normal operations on an
Exchange, (v) the facilities of an Exchange or of the Options Clearing
Corporation ("OCC") may not at all times be adequate to handle current
trading volume, or (vi) one or more Exchanges could, for economic or
other reasons, decide or be compelled at some future date to
discontinue the trading of options (or a particular class or series of
options), in which event the secondary market on that Exchange (or in
that class or series of options) would cease to exist, although
outstanding options on that Exchange that had been issued by the OCC
as a result of trades on that Exchange would continue to be
exercisable in accordance with their terms.

A Fund may write options in connection with buy-and-write
transactions. In other words, a Fund may buy a security and then write
a call option against that security. The exercise price of such call
will depend upon the expected price movement of the underlying
security. The exercise price of a call option may be below
("in-the-money"), equal to ("at-the-money") or above
("out-of-the-money") the current value of the underlying security at
the time the option is written. Buy-and-write transactions using
in-the-money call options may be used when it is expected that the
price of the underlying security will remain flat or decline
moderately during the option period. Buy-and-write transactions using
at-the-money call options may be used when it is expected that the
price of the underlying security will remain fixed or advance
moderately during the option period. Buy-and-write transactions using
out-of-the-money call options may be used when it is expected that the
premiums received from writing the call option plus the appreciation

20
<PAGE>

in the market price of the underlying security up to the exercise
price will be greater than the appreciation in the price of the
underlying security alone. If the call options are exercised in such
transactions, a Fund's maximum gain will be the premium received by it
for writing the option, adjusted upwards or downwards by the
difference between that Fund's purchase price of the security and the
exercise price. If the options are not exercised and the price of the
underlying security declines, the amount of such decline will be
offset by the amount of premium received.

The writing of covered put options is similar in terms of risk and
return characteristics to buy-and-write transactions. If the market
price of the underlying security rises or otherwise is above the
exercise price, the put option will expire worthless and a Fund's gain
will be limited to the premium received. If the market price of the
underlying security declines or otherwise is below the exercise price,
a Fund may elect to close the position or take delivery of the
security at the exercise price and that Fund's return will be the
premium received from the put options minus the amount by which the
market price of the security is below the exercise price.

A Fund may buy put options to hedge against a decline in the value of
its portfolio. By using put options in this way, a Fund will reduce
any profit it might otherwise have realized in the underlying security
by the amount of the premium paid for the put option and by
transaction costs.

A Fund may buy call options to hedge against an increase in the price
of securities that it may buy in the future. The premium paid for the
call option plus any transaction costs will reduce the benefit, if
any, realized by such Fund upon exercise of the option, and, unless
the price of the underlying security rises sufficiently, the option
may expire worthless to that Fund.

EURODOLLAR INSTRUMENTS. A Fund may make investments in Eurodollar
instruments. Eurodollar instruments are U.S. dollar-denominated
futures contracts or options thereon which are linked to the London
Interbank Offered Rate ("LIBOR"), although foreign
currency-denominated instruments are available from time to time.
Eurodollar futures contracts enable purchasers to obtain a fixed rate
for the lending of funds and sellers to obtain a fixed rate for
borrowings. A Fund might use Eurodollar futures contracts and options
thereon to hedge against changes in LIBOR, to which many interest rate
swaps and fixed-income instruments are linked.

SWAPS AND SWAP-RELATED PRODUCTS. A Fund may enter into interest rate
swaps, caps and floors on either an asset-based or liability-based
basis, depending upon whether it is hedging its assets or its
liabilities, and will usually enter into interest rate swaps on a net
basis (i.e., the two payment streams are netted out, with a Fund
receiving or paying, as the case may be, only the net amount of the
two payments). The net amount of the excess, if any, of a Fund's
obligations over its entitlement with respect to each interest rate
swap will be calculated on a daily basis and an amount of cash or
other liquid assets having an aggregate net asset value at least equal
to the accrued excess will be maintained in a segregated account by
the Funds' custodian. If a Fund enters into an interest rate swap on
other than a net basis, it would maintain a segregated account in the
full amount accrued on a daily basis of its obligations with respect
to the swap. A Fund will not enter into any interest rate swap, cap or
floor transaction unless the unsecured senior debt or the
claims-paying ability of the other party thereto is rated in one of
the three highest rating categories of at least one NRSRO at the time
of entering into such transaction. Janus Capital will monitor the
creditworthiness of all counterparties on an ongoing basis. If there
is a default by the other party to such a transaction, a Fund will
have contractual remedies pursuant to the agreements related to the
transaction.

The swap market has grown substantially in recent years with a large
number of banks and investment banking firms acting both as principals
and as agents utilizing standardized swap documentation. Janus

21
<PAGE>

Capital has determined that, as a result, the swap market has become
relatively liquid. Caps and floors are more recent innovations for
which standardized documentation has not yet been developed and,
accordingly, they are less liquid than swaps. To the extent a Fund
sells (i.e., writes) caps and floors, it will segregate cash or other
liquid assets having an aggregate net asset value at least equal to
the full amount, accrued on a daily basis, of its obligations with
respect to any caps or floors.

There is no limit on the amount of interest rate swap transactions
that may be entered into by a Fund. These transactions may in some
instances involve the delivery of securities or other underlying
assets by a Fund or its counterparty to collateralize obligations
under the swap. Under the documentation currently used in those
markets, the risk of loss with respect to interest rate swaps is
limited to the net amount of the payments that a Fund is contractually
obligated to make. If the other party to an interest rate swap that is
not collateralized defaults, a Fund would risk the loss of the net
amount of the payments that it contractually is entitled to receive. A
Fund may buy and sell (i.e., write) caps and floors without
limitation, subject to the segregation requirement described above.

ADDITIONAL RISKS OF OPTIONS ON FOREIGN CURRENCIES, FORWARD CONTRACTS
AND FOREIGN INSTRUMENTS. Unlike transactions entered into by the Funds
in futures contracts, options on foreign currencies and forward
contracts are not traded on contract markets regulated by the CFTC or
(with the exception of certain foreign currency options) by the SEC.
To the contrary, such instruments are traded through financial
institutions acting as market-makers, although foreign currency
options are also traded on certain Exchanges, such as the Philadelphia
Stock Exchange and the Chicago Board Options Exchange, subject to SEC
regulation. Similarly, options on currencies may be traded
over-the-counter. In an over-the-counter trading environment, many of
the protections afforded to Exchange participants will not be
available. For example, there are no daily price fluctuation limits,
and adverse market movements could therefore continue to an unlimited
extent over a period of time. Although the buyer of an option cannot
lose more than the amount of the premium plus related transaction
costs, this entire amount could be lost. Moreover, an option writer
and a buyer or seller of futures or forward contracts could lose
amounts substantially in excess of any premium received or initial
margin or collateral posted due to the potential additional margin and
collateral requirements associated with such positions.

Options on foreign currencies traded on Exchanges are within the
jurisdiction of the SEC, as are other securities traded on Exchanges.
As a result, many of the protections provided to traders on organized
Exchanges will be available with respect to such transactions. In
particular, all foreign currency option positions entered into on an
Exchange are cleared and guaranteed by the OCC, thereby reducing the
risk of counterparty default. Further, a liquid secondary market in
options traded on an Exchange may be more readily available than in
the over-the-counter market, potentially permitting a Fund to
liquidate open positions at a profit prior to exercise or expiration,
or to limit losses in the event of adverse market movements.

The purchase and sale of exchange-traded foreign currency options,
however, is subject to the risks of the availability of a liquid
secondary market described above, as well as the risks regarding
adverse market movements, margining of options written, the nature of
the foreign currency market, possible intervention by governmental
authorities and the effects of other political and economic events. In
addition, exchange-traded options on foreign currencies involve
certain risks not presented by the over-the-counter market. For
example, exercise and settlement of such options must be made
exclusively through the OCC, which has established banking
relationships in applicable foreign countries for this purpose. As a
result, the OCC may, if it determines that foreign governmental
restrictions or taxes would prevent the orderly settlement of foreign
currency option exercises, or would result in undue burdens on the OCC
or its clearing

22
<PAGE>

member, impose special procedures on exercise and settlement, such as
technical changes in the mechanics of delivery of currency, the fixing
of dollar settlement prices or prohibitions on exercise.

In addition, options on U.S. government securities, futures contracts,
options on futures contracts, forward contracts and options on foreign
currencies may be traded on foreign exchanges and over-the-counter in
foreign countries. Such transactions are subject to the risk of
governmental actions affecting trading in or the prices of foreign
currencies or securities. The value of such positions also could be
adversely affected by (i) other complex foreign political and economic
factors, (ii) lesser availability than in the United States of data on
which to make trading decisions, (iii) delays in a Fund's ability to
act upon economic events occurring in foreign markets during
non-business hours in the United States, (iv) the imposition of
different exercise and settlement terms and procedures and margin
requirements than in the United States, and (v) low trading volume.

23
<PAGE>
Investment adviser

As stated in the Prospectus, each Fund has an Investment Advisory
Agreement with Janus Capital, 100 Fillmore Street, Denver, Colorado
80206-4928. Each Advisory Agreement provides that Janus Capital will
furnish continuous advice and recommendations concerning the Funds'
investments, provide office space for the Funds, and pay the salaries,
fees and expenses of all Fund officers and of those Trustees who are
affiliated with Janus Capital. Janus Capital also may make payments to
selected broker-dealer firms or institutions which were instrumental
in the acquisition of shareholders for the Funds or other Janus Funds
or which perform recordkeeping or other services with respect to
shareholder accounts. The minimum aggregate size required for
eligibility for such payments, and the factors in selecting the
broker-dealer firms and institutions to which they will be made, are
determined from time to time by Janus Capital. Janus Capital is also
authorized to perform the management and administrative services
necessary for the operation of the Funds.

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

The Funds pay custodian and transfer agent fees and expenses,
brokerage commissions and dealer spreads and other expenses in
connection with the execution of portfolio transactions, legal and
accounting expenses, interest and taxes, registration fees, expenses
of shareholders' meetings and reports to shareholders, fees and
expenses of Fund Trustees who are not affiliated with Janus Capital,
trade or other investment company organization dues and expenses and
other costs of complying with applicable laws regulating the sale of
Fund shares. Pursuant to the Advisory Agreements, Janus Capital
furnishes certain other services, including net asset value
determination, portfolio accounting and recordkeeping, for which the
Funds may reimburse Janus Capital for its costs.

Growth Fund, Aggressive Growth Fund, Capital Appreciation Fund,
Balanced Fund, Equity Income Fund, Growth and Income Fund, Strategic
Value Fund, International Fund and Worldwide Fund have each agreed to
compensate Janus Capital for its services by the monthly payment of a
fee at the annual rate of 0.65% of the average daily net assets of
each Fund. Flexible Income Fund has agreed to compensate Janus Capital
for its services by the monthly payment of a fee at the annual rate of
0.65% of the first $300 million of the average daily net assets of the
Fund, plus 0.55% of the average daily net assets of the Fund in excess
of $300 million. The advisory fee is calculated daily and paid
monthly.

24
<PAGE>

Until, at least, July 31, 2003, provided that Janus Capital remains
investment adviser to the Funds, Janus Capital has agreed to reimburse
each Fund by the amount, if any, that such Fund's normal operating
expenses in any fiscal year, including the investment advisory fee,
but excluding the distribution fee, administrative services fee,
brokerage commissions, interest, taxes and extraordinary expenses,
exceed the following annual rates:

<TABLE>
<CAPTION>
Expense Limit
Percentage
Fund Name (%)
---------------------------------------------
<S> <C>
Growth Fund 0.67
Aggressive Growth Fund 0.66
Capital Appreciation Fund 0.68
Balanced Fund 0.67
Equity Income Fund 1.25
Growth and Income Fund 1.02
International Fund 0.74
Worldwide Fund 0.70
Flexible Income Fund 0.70
</TABLE>

In addition, Janus Capital has agreed to reimburse Strategic Value
Fund by the amount, if any, that the Fund's normal operating expenses
in any fiscal year, including the investment advisory fee, but
excluding the distribution fee, administrative services fee, brokerage
commissions, interest, taxes and extraordinary expenses, exceed an
annual rate of 1.25% of the average daily net assets of the Fund until
at least the next annual renewal of the advisory agreement.

The Advisory Agreement for each of the Funds is dated April 3, 2000
and will continue in effect until July 1, 2001, and thereafter from
year to year so long as such continuance is approved annually by a
majority of the Funds' Trustees who are not parties to the Advisory
Agreements or interested persons of any such party, and by either a
majority of the outstanding voting shares or the Trustees of the
Funds. Each Advisory Agreement (i) may be terminated without the
payment of any penalty by any Fund or Janus Capital on 60 days'
written notice; (ii) terminates automatically in the event of its
assignment; and (iii) generally, may not be amended without the
approval by vote of a majority of the Trustees of the affected Fund,
including the Trustees who are not interested persons of that Fund or
Janus Capital and, to the extent required by the 1940 Act, the vote of
a majority of the outstanding voting securities of that Fund.

Janus Capital acts as sub-adviser for a number of private-label mutual
funds and provides separate account advisor services for institutional
accounts. Investment decisions for each account managed by Janus
Capital, including the Funds, are made independently from those for
any other account that is or may in the future become managed by Janus
Capital or its affiliates. If, however, a number of accounts managed
by Janus Capital are contemporaneously engaged in the purchase or sale
of the same security, the orders may be aggregated and/or the
transactions may be averaged as to price and allocated equitably to
each account. In some cases, this policy might adversely affect the
price paid or received by an account or the size of the position
obtained or liquidated for an account.

Pursuant to an exemptive order granted by the SEC, the Funds and other
funds advised by Janus Capital may also transfer daily uninvested cash
balances into one or more joint trading accounts. Assets in the

25
<PAGE>

joint trading accounts are invested in money market instruments and
the proceeds are allocated to the participating funds on a pro rata
basis.

Stilwell Financial Inc. ("Stilwell") owns approximately 82.5% of the
outstanding voting stock of Janus Capital. Stilwell is a publicly
traded holding company with principal operations in financial asset
management businesses. Thomas H. Bailey, President, Chief Executive
Officer and Chairman of the Board of Janus Capital, owns approximately
12.4% of Janus Capital's voting stock and, by agreement with Stilwell,
selects a majority of Janus Capital's Board, subject to the approval
of Stilwell, which Stilwell cannot unreasonably withhold.

Each account managed by Janus Capital has its own investment objective
and policies and is managed accordingly by a particular portfolio
manager or team of portfolio managers. As a result, from time to time
two or more different managed accounts may pursue divergent investment
strategies with respect to investments or categories of investments.

The Funds' portfolio managers are not permitted to purchase and sell
securities for their own accounts except under the limited exceptions
contained in the Funds' Code of Ethics which applies to Directors/
Trustees of Janus Capital and the Funds and employees of, and persons
working on a contractual basis for, Janus Capital and its
subsidiaries. The Funds' Code of Ethics is on file with and available
from the SEC through the SEC Web site at www.sec.gov. The Code of
Ethics requires investment personnel, inside Directors/Trustees of
Janus Capital and the Funds and certain other designated employees
deemed to have access to current trading information to pre-clear all
transactions in securities not otherwise exempt under the Code of
Ethics. Requests for trading authorization will be denied when, among
other reasons, the proposed personal transaction would be contrary to
the provisions of the Code of Ethics or would be deemed to adversely
affect any transaction known to be under consideration for or to have
been effected on behalf of any client account, including the Funds.

In addition to the pre-clearance requirement described above, the Code
of Ethics subjects such personnel to various trading restrictions and
reporting obligations. All reportable transactions are required to be
reviewed for compliance with the Code of Ethics. Those persons also
may be required under certain circumstances to forfeit their profits
made from personal trading.

The provisions of the Code of Ethics are administered by and subject
to exceptions authorized by Janus Capital.

26
<PAGE>
Custodian, transfer agent and certain affiliations

State Street Bank and Trust Company, P.O. Box 0351, Boston,
Massachusetts 02117-0351 is the custodian of the domestic securities
and cash of the Funds. State Street is the designated Foreign Custody
Manager (as the term is defined in Rule 17f-5 under the 1940 Act) of
the Funds' securities and cash held outside the United States. The
Funds' trustees have delegated to State Street certain
responsibilities for such assets, as permitted by Rule 17f-5. State
Street and the foreign subcustodians selected by it hold the Funds'
assets in safekeeping and collect and remit the income thereon,
subject to the instructions of each Fund.

Janus Service Corporation, P.O. Box 173375, Denver, Colorado
80217-3375, a wholly-owned subsidiary of Janus Capital, is the Funds'
transfer agent. In addition, Janus Service provides certain other
administrative, recordkeeping and shareholder relations services for
the Funds. Janus Service Corporation receives an administrative
services fee at an annual rate of up to 0.25% of the average daily net
assets of the initial class of each Fund for providing or procuring
recordkeeping, subaccounting and other administrative services to
investors in the Funds. 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 (at an annual
rate of up to 0.25% of the average daily net assets of the shares
attributable to their customers). Services provided by these financial
intermediaries may include but are not limited to recordkeeping,
processing and aggregating purchase and redemption transactions,
providing periodic statements, forwarding prospectuses, shareholder
reports and other materials to existing customers, and other
administrative services.

The Funds pay DST Systems, Inc. ("DST"), a minority owned subsidiary
of Stilwell, license fees at the annual rate of $3.06 per shareholder
account for the equity funds and $3.98 per shareholder account for the
fixed-income funds for the use of DST's shareholder accounting system.
The Funds also pay DST $1.10 per closed shareholder account. The Funds
also pay DST for the use of its portfolio and fund accounting system,
a monthly fee of $265 to $1,323, based on the number of Janus funds
using the system and an asset charge of $1 per million dollars of net
assets (not to exceed $500 per month).

The Trustees have authorized the Funds to use an affiliate of DST as
introducing broker for certain Fund transactions. Brokerage
commissions paid on such transactions may be used as a means to reduce
Fund expenses through credits against the charges of DST and its
affiliates. See "Portfolio Transactions and Brokerage."

Janus Distributors, Inc., 100 Fillmore Street, Denver, Colorado
80206-4928, a wholly-owned subsidiary of Janus Capital, is the Trust's
distributor. Janus Distributors is registered as a broker-dealer under
the Securities Exchange Act of 1934 and is a member of the National
Association of Securities Dealers, Inc.

27
<PAGE>
Portfolio transactions and brokerage

Decisions as to the assignment of portfolio business for the Funds and
negotiation of its commission rates are made by Janus Capital whose
policy is to obtain the "best execution" (prompt and reliable
execution at the most favorable security price) of all portfolio
transactions. The Funds may trade foreign securities in foreign
countries because the best available market for these securities is
often on foreign exchanges. In transactions on foreign stock
exchanges, brokers' commissions are frequently fixed and are often
higher than in the United States, where commissions are negotiated.

In selecting brokers and dealers and in negotiating commissions, Janus
Capital considers a number of factors, including but not limited to:
Janus Capital's knowledge of currently available negotiated commission
rates or prices of securities currently available and other current
transaction costs; the nature of the security being traded; the size
and type of the transaction; the nature and character of the markets
for the security to be purchased or sold; the desired timing of the
trade; the activity existing and expected in the market for the
particular security; confidentiality; the quality of the execution,
clearance and settlement services; financial stability of the broker
or dealer; the existence of actual or apparent operational problems of
any broker or dealer; rebates of commissions by a broker to a Fund or
to a third party service provider to the Fund to pay Fund expenses;
and research products or services provided. In recognition of the
value of the foregoing factors, Janus Capital may place portfolio
transactions with a broker or dealer with whom it has negotiated a
commission that is in excess of the commission another broker or
dealer would have charged for effecting that transaction if Janus
Capital determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research
provided by such broker or dealer viewed in terms of either that
particular transaction or of the overall responsibilities of Janus
Capital. Research may include furnishing advice, either directly or
through publications or writings, as to the value of securities, the
advisability of purchasing or selling specific securities and the
availability of securities or purchasers or sellers of securities;
furnishing seminars, information, analyses and reports concerning
issuers, industries, securities, trading markets and methods,
legislative developments, changes in accounting practices, economic
factors and trends and portfolio strategy; access to research
analysts, corporate management personnel, industry experts, economists
and government officials; comparative performance evaluation and
technical measurement services and quotation services, and products
and other services (such as third party publications, reports and
analyses, and computer and electronic access, equipment, software,
information and accessories that deliver, process or otherwise utilize
information, including the research described above) that assist Janus
Capital in carrying out its responsibilities. Research received from
brokers or dealers is supplemental to Janus Capital's own research
efforts. Most brokers and dealers used by Janus Capital provide
research and other services described above.

Brokerage commissions will be paid by the Funds to brokers and dealers
in transactions identified for execution primarily on the basis of
research and other services provided to the Funds.

Janus Capital may use research products and services in servicing
other accounts in addition to the Funds. If Janus Capital determines
that any research product or service has a mixed use, such that it
also serves functions that do not assist in the investment
decision-making process, Janus Capital may allocate the costs of such
service or product accordingly. Only that portion of the product or
service that Janus Capital determines will assist it in the investment
decision-making process may be paid for in brokerage commission
dollars. Such allocation may create a conflict of interest for Janus
Capital.

Janus Capital does not enter into agreements with any brokers
regarding the placement of securities transactions because of the
research services they provide. It does, however, have an internal
procedure for allocating transactions in a manner consistent with its
execution policy to brokers that it has identified as providing
superior executions and research, research-related products or
services which benefit its advisory

28
<PAGE>

clients, including the Funds. Research products and services
incidental to effecting securities transactions furnished by brokers
or dealers may be used in servicing any or all of Janus Capital's
clients and such research may not necessarily be used by Janus Capital
in connection with the accounts which paid commissions to the
broker-dealer providing such research products and services.

Janus Capital may consider sales of Fund Shares or shares of other
Janus funds by a broker-dealer or the recommendation of a
broker-dealer to its customers that they purchase Fund Shares as a
factor in the selection of broker-dealers to execute Fund
transactions. Janus Capital may also consider payments made by brokers
effecting transactions for a Fund (i) to the Fund or (ii) to other
persons on behalf of the Fund for services provided to the Fund for
which it would be obligated to pay. In placing Fund business with such
broker-dealers, Janus Capital will seek the best execution of each
transaction.

When the Funds purchase or sell a security in the over-the-counter
market, the transaction takes place directly with a principal
market-maker, without the use of a broker, except in those
circumstances where in the opinion of Janus Capital better prices and
executions will be achieved through the use of a broker.

The Funds' Trustees have authorized Janus Capital to place
transactions with DST Securities, Inc. ("DSTS"), a wholly-owned
broker-dealer subsidiary of DST. Janus Capital may do so if it
reasonably believes that the quality of the transaction and the
associated commission are fair and reasonable and if, overall, the
associated transaction costs, net of any credits described above under
"Custodian, Transfer Agent and Certain Affiliations," are lower than
those that would otherwise be incurred.

29
<PAGE>
Trustees and officers

The following are the names of the Trustees and officers of the Trust,
together with a brief description of their principal occupations
during the last five years.

Thomas H. Bailey, Age 63 - Trustee, Chairman and President*
100 Fillmore Street
Denver, CO 80206-4928
--------------------------------------------------------------------------------
Trustee, Chairman and President of Janus Investment Fund and Janus
Aspen Series. Chairman, Chief Executive Officer, President and
Director of Janus Capital. President and Director of The Janus
Foundation. Director of Janus Distributors, Inc.

Gary O. Loo, Age 60 - Trustee
102 N. Cascade Avenue, Suite 500
Colorado Springs, CO 80903
--------------------------------------------------------------------------------
Trustee of Janus Investment Fund and Janus Aspen Series. President and
Director of High Valley Group, Inc., Colorado Springs, CO
(investments).

Dennis B. Mullen, Age 57 - Trustee
7500 E. McCormick Parkway, #24
Scottsdale, AZ 85258
--------------------------------------------------------------------------------
Trustee of Janus Investment Fund and Janus Aspen Series. Private
Investor. Formerly (1997-1998), Chief Financial Officer-Boston Market
Concepts, Boston Chicken, Inc., Golden, CO (restaurant chain); (1993-
1997), President and Chief Executive Officer of BC Northwest, L.P., a
franchise of Boston Chicken, Inc., Bellevue, WA (restaurant chain).

James T. Rothe, Age 57 - Trustee
102 South Tejon Street, Suite 1100
Colorado Springs, CO 80903
--------------------------------------------------------------------------------
Trustee of Janus Investment Fund and Janus Aspen Series. Professor of
Business, University of Colorado, Colorado Springs, CO. Principal,
Phillips-Smith Retail Group, Colorado Springs, CO (a venture capital
firm).

William D. Stewart, Age 56 - Trustee
5330 Sterling Drive
Boulder, CO 80302
--------------------------------------------------------------------------------
Trustee of Janus Investment Fund and Janus Aspen Series. President of
MKS Instruments - HPS Products, Boulder, CO (manufacturer of vacuum
fittings and valves).

--------------------------------------------------------------------------------
*Interested person of the Trust and Janus Capital.

30
<PAGE>

Martin H. Waldinger, Age 62 - Trustee
4940 Sandshore Court
San Diego, CA 92130
--------------------------------------------------------------------------------
Trustee of Janus Investment Fund and Janus Aspen Series. Private
Consultant. Formerly (1993-1996), Director of Run Technologies, Inc.,
a software development firm, San Carlos, CA.

Laurence J. Chang, Age 35 - Executive Vice President, co-portfolio manager of
Janus Adviser Worldwide Fund*
100 Fillmore Street
Denver, CO 80206-4928
--------------------------------------------------------------------------------
Executive Vice President and co-manager of Janus Investment Fund and
Janus Aspen Series. Formerly, Executive Vice President and co-manager
of Janus Adviser International Fund (2000). Vice President of Janus
Capital. Formerly, a research analyst at Janus Capital (1993-1996).

David J. Corkins, Age 34 - Executive Vice President, portfolio manager of Janus
Adviser Growth and Income Fund*
100 Fillmore Street
Denver, CO 80206-4928
--------------------------------------------------------------------------------
Executive Vice President of Janus Investment Fund and Janus Aspen
Series. Vice President of Janus Capital. Formerly, a research analyst
at Janus Capital (1995-1997).

David C. Decker, Age 34 - Executive Vice President, portfolio manager of Janus
Adviser Strategic Value Fund*
100 Fillmore Street
Denver, CO 80206-4928
--------------------------------------------------------------------------------
Executive Vice President and portfolio manager of Janus Investment
Fund and Janus Aspen Series. Vice President of Janus Capital.
Formerly, a research analyst at Janus Capital (1992-1996).

James P. Goff, Age 36 - Executive Vice President, portfolio manager of Janus
Adviser Aggressive Growth Fund*
100 Fillmore Street
Denver, CO 80206-4928
--------------------------------------------------------------------------------
Executive Vice President and portfolio manager of Janus Investment
Fund and Janus Aspen Series. Vice President of Janus Capital.

Helen Young Hayes, Age 38 - Executive Vice President, co-manager of Janus
Adviser Worldwide Fund and Janus Adviser
100 Fillmore Street International Fund*
Denver, CO 80206-4928
--------------------------------------------------------------------------------
Executive Vice President, co-manager of Janus Investment Fund and
Janus Aspen Series. Vice President of Janus Capital.

--------------------------------------------------------------------------------
*Interested person of the Trust and Janus Capital.

31
<PAGE>

Brent A. Lynn, Age 36 - Executive Vice President and co-portfolio manager of
Janus Advisor International Fund*
100 Fillmore Street
Denver, CO 80206-4928
--------------------------------------------------------------------------------
Executive Vice President and co-portfolio manager of Janus Aspen
Series and Janus Investment Fund. Vice President of Janus Capital.
Formerly, a research analyst for Janus Capital (1991 to 2000).

Karen L. Reidy, Age 33 - Executive Vice President, portfolio manager of Janus
Adviser Balanced Fund and Janus Adviser Equity Income
100 Fillmore Street Fund*
Denver, CO 80206-4928
--------------------------------------------------------------------------------
Executive Vice President and portfolio manager of Janus Investment
Fund and Janus Aspen Series. Vice President of Janus Capital.
Formerly, an equity analyst at Janus Capital (1995-1999).

Blaine P. Rollins, Age 33 - Executive Vice President, portfolio manager of Janus
Adviser Growth Portfolio*
100 Fillmore Street
Denver, CO 80206-4928
--------------------------------------------------------------------------------
Executive Vice President and portfolio manager of Janus Investment
Fund and Janus Aspen Series. Vice President of Janus Capital.

Scott W. Schoelzel, Age 42 - Executive Vice President, portfolio manager of
Janus Adviser Capital Appreciation Fund*
100 Fillmore Street
Denver, CO 80206-4928
--------------------------------------------------------------------------------
Executive Vice President and portfolio manager of Janus Investment
Fund and Janus Aspen Series. Vice President of Janus Capital.

Ronald V. Speaker, Age 36 - Executive Vice President, portfolio manager of Janus
Adviser Flexible Income Fund*
100 Fillmore Street
Denver, CO 80206-4928
--------------------------------------------------------------------------------
Executive Vice President and portfolio manager of Janus Investment
Fund and Janus Aspen Series. Vice President of Janus Capital.

--------------------------------------------------------------------------------
*Interested person of the Trust and Janus Capital.

32
<PAGE>

Thomas A. Early, Age 45 - Vice President and General Counsel*
100 Fillmore Street
Denver, CO 80206-4928
--------------------------------------------------------------------------------
Vice President and General Counsel of Janus Investment Fund and Janus
Aspen Series. Vice President, General Counsel and Secretary of Janus
Capital, Janus Distributors, Inc. and The Janus Foundation. Vice
President, General Counsel, Secretary and Director of Janus Service
Corporation and Janus Capital International, Ltd. Vice President,
General Counsel and Director of Janus International Limited and Janus
International (Asia) Limited. Interim Financial Officer of Janus
International Limited. Director of Janus World Funds Plc. and Janus
Capital Trust Manager Limited. Formerly (1997 to 1998), Executive Vice
President and General Counsel of Prudential Investments Fund
Management LLC, Newark, NJ. Formerly (1994 to 1997), Vice President
and General Counsel of Prudential Retirement Services, Newark, NJ.

Bonnie M. Howe, Age 35 - Vice President*
100 Fillmore Street
Denver, CO 80206-4928
--------------------------------------------------------------------------------
Vice President of Janus Aspen Series and Janus Investment Fund. Vice
President and Assistant General Counsel of Janus Capital and Janus
Service Corporation.

Kelley Abbott Howes, Age 35 - Vice President and Secretary*
100 Fillmore Street
Denver, CO 80206-4928
--------------------------------------------------------------------------------
Vice President and Secretary of Janus Investment Fund and Janus Aspen
Series. Vice President and Assistant General Counsel of Janus Capital
and Janus Service Corporation. Vice President of Janus Distributors,
Inc.

Glenn P. O'Flaherty, Age 42 - Treasurer and Chief Accounting Officer*
100 Fillmore Street, Suite 300
Denver, CO 80206-4928
--------------------------------------------------------------------------------
Treasurer and Chief Accounting Officer of Janus Investment Fund and
Janus Aspen Series. Vice President of Janus Capital. Formerly
(1991-1997), Director of Fund Accounting, Janus Capital.

Heidi J. Walter, Age 33 - Vice President*
100 Fillmore Street
Denver, CO 80206-4928
--------------------------------------------------------------------------------
Vice President of Janus Aspen Series and Janus Investment Fund. Vice
President and Assistant General Counsel of Janus Capital and Janus
Service Corporation. Formerly (1995-1999), Vice President and Senior
Legal Counsel at Stein Roe and Farnham Incorporated.

--------------------------------------------------------------------------------
*Interested person of the Trust and Janus Capital.

33
<PAGE>

The Trustees are responsible for major decisions relating to each
Fund's objective, policies and techniques. The Trustees also supervise
the operation of the Funds by their officers and review the investment
decisions of the officers although they do not actively participate on
a regular basis in making such decisions.

The following table shows the aggregate compensation that the Funds
are expected to receive and the aggregate compensation paid to each
Trustee by other funds advised and sponsored by Janus Capital
(collectively, the "Janus Funds") for the periods indicated. None of
the Trustees receives pension or retirement benefits from the Funds or
the Janus Funds.

<TABLE>
<CAPTION>
Aggregate Compensation Aggregate Compensation
from the Funds for from the Janus Funds for
fiscal year ending calendar year ended
Name of Person, Position July 31, 2001** December 31, 2000***
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Thomas H. Bailey, Chairman and Trustee* $ 0 $ 0
William D. Stewart, Trustee $633 $120,667
Gary O. Loo, Trustee $633 $120,667
Dennis B. Mullen, Trustee $633 $120,667
Martin H. Waldinger, Trustee $633 $120,667
James T. Rothe, Trustee $633 $120,667
</TABLE>

* An interested person of the Funds and of Janus Capital. Compensated by Janus
Capital and not the Funds.
** Since the Funds commenced operations on August 1, 2000, the aggregate
compensation for the Funds is estimated for the fiscal year ending July 31,
2001.
*** As of December 31, 2000, Janus Funds consisted of three registered
investment companies comprised of a total of 49 funds.

34
<PAGE>
Shares of the trust

NET ASSET VALUE DETERMINATION

As stated in the Prospectus, the net asset value ("NAV") of each Fund
is determined once each day on which the NYSE is open, at the close of
its regular trading session (normally 4:00 p.m., New York time, Monday
through Friday). The NAV of the Shares of each Fund is not determined
on days the NYSE is closed (generally, New Year's Day, Martin Luther
King Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving and Christmas). The per share NAV of each
Fund is determined by dividing the total value of a Fund's securities
and other assets, less liabilities, attributable to the Fund, by the
total number of shares outstanding. In determining NAV, securities
listed on an Exchange, the NASDAQ National Market and foreign markets
are valued at the closing prices on such markets, or if such price is
lacking for the trading period immediately preceding the time of
determination, such securities are valued at their current bid price.
Municipal securities held by the Funds are traded primarily in the
over-the-counter market. Valuations of such securities are furnished
by one or more pricing services employed by the Funds and are based
upon last trade or closing sales prices or a computerized matrix
system or appraisals obtained by a pricing service, in each case in
reliance upon information concerning market transactions and
quotations from recognized municipal securities dealers. Other
securities that are traded on the over-the-counter market are valued
at their closing bid prices. Foreign securities and currencies are
converted to U.S. dollars using the exchange rate in effect at the
close of the NYSE. Each Fund will determine the market value of
individual securities held by it, by using prices provided by one or
more professional pricing services which may provide market prices to
other funds, or, as needed, by obtaining market quotations from
independent broker-dealers. Short-term securities maturing within 60
days are valued on an amortized cost basis. Securities for which
quotations are not readily available, and other assets, are valued at
fair values determined in good faith under procedures established by
and under the supervision of the Trustees.

Trading in securities on European and Far Eastern securities exchanges
and over-the-counter markets is normally completed well before the
close of business on each business day in New York (i.e., a day on
which the NYSE is open). In addition, European or Far Eastern
securities trading generally or in a particular country or countries
may not take place on all business days in New York. Furthermore,
trading takes place in Japanese markets on certain Saturdays and in
various foreign markets on days which are not business days in New
York and on which a Fund's NAV is not calculated. A Fund calculates
its NAV per share, and therefore effects sales, redemptions and
repurchases of its shares, as of the close of the NYSE once on each
day on which the NYSE is open. Such calculation may not take place
contemporaneously with the determination of the prices of the foreign
portfolio securities used in such calculation.

PURCHASES

Shares of the Funds can be purchased only through retirement plans,
brokers, bank trust departments, financial advisers or similar
financial intermediaries. Certain designated organizations are
authorized to receive purchase orders on the Funds' behalf and those
organizations are authorized to designate their agents and affiliates
as intermediaries to receive purchase orders. Purchase orders are
deemed received by a Fund when authorized organizations, their agents
or affiliates receive the order. The Funds are not responsible for the
failure of any designated organization or its agents or affiliates to
carry out its obligations to its customers. Shares of the Funds are
purchased at the NAV per share as determined at the close of the
regular trading session of the NYSE next occurring after a purchase
order is received and accepted by a Fund or its authorized agent. In
order to receive a day's price, your order must be received by the
close of the regular trading session of the NYSE as described above in
"Net Asset Value Determination." Your plan documents contain detailed
information about investing in the different Funds.

35
<PAGE>

DISTRIBUTION PLAN

Under a distribution plan ("Plan") adopted in accordance with Rule
12b-1 under the 1940 Act, the initial class of the Funds 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 class of the
Fund. Under the terms of the Plan, the Trust is authorized to make
payments to Janus Distributors for remittance to retirement and
pension plan service providers, bank trust departments, brokers,
financial advisers and other financial intermediaries as compensation
for distribution and shareholder servicing performed by such service
providers. The Plan is a compensation type plan and permits the
payment at an annual rate of up to 0.25% of the average daily net
assets of the class of a Fund for activities which are primarily
intended to result in sales of the shares of the Fund, including but
not limited to preparing, printing and distributing prospectuses,
statements of additional information, shareholder reports, and
educational materials to prospective and existing investors;
responding to inquiries by investors; receiving and answering
correspondence and similar activities. Payments under the Plan are not
tied exclusively to actual distribution and service expenses, and the
payments may exceed distribution and service expenses actually
incurred. On April 3, 2000, Trustees unanimously approved the Plan
which became effective on that date. The Plan and any Rule 12b-1
related agreement that is entered into by the Funds or Janus
Distributors in connection with the Plan will continue in effect for a
period of more than one year only so long as continuance is
specifically approved at least annually by a vote of a majority of the
Trustees, and of a majority of the Trustees who are not interested
persons (as defined in the 1940 Act) of the Trust and who have no
direct or indirect financial interest in the operation of the Plan or
any related agreements ("12b-1 Trustees"). All material amendments to
the Plan must be approved by a majority vote of the Trustees,
including a majority of the 12b-1 Trustees, at a meeting called for
that purpose. In addition, the Plan may be terminated at any time,
without penalty, by vote of a majority of the outstanding shares of
the class of a Fund or by vote of a majority of 12b-1 Trustees.

REDEMPTIONS

Redemptions, like purchases, may only be effected through retirement
plans, brokers, bank trust departments, financial advisers and other
financial intermediaries. Certain designated organizations are
authorized to receive redemption orders on the Funds' behalf and those
organizations are authorized to designate their agents and affiliates
as intermediaries to receive redemption orders. Redemption orders are
deemed received by a Fund when authorized organizations, their agents
or affiliates receive the order. The Funds are not responsible for the
failure of any designated organization or its agents or affiliates to
carry out its obligations to its customers. Shares normally will be
redeemed for cash, although each Fund retains the right to redeem some
or all its shares in kind under unusual circumstances, in order to
protect the interests of remaining shareholders, or to accommodate a
request by a particular shareholder that does not adversely affect the
interest of the remaining shareholders by delivery of securities
selected from its assets at its discretion. However, the Funds are
governed by Rule 18f-1 under the 1940 Act, which requires each Fund to
redeem shares solely in cash up to the lesser of $250,000 or 1% of the
NAV of that Fund during any 90-day period for any one shareholder.
Should redemptions by any shareholder exceed such limitation, a Fund
will have the option of redeeming the excess in cash or in kind. If
shares are redeemed in kind, the redeeming shareholder might incur
brokerage costs in converting the assets to cash. The method of
valuing securities used to make redemptions in kind will be the same
as the method of valuing portfolio securities described under "Shares
of the Trust - Net Asset Value Determination" and such valuation will
be made as of the same time the redemption price is determined.

36
<PAGE>

The right to require the Funds to redeem their shares may be
suspended, or the date of payment may be postponed, whenever (1)
trading on the NYSE is restricted, as determined by the SEC, or the
NYSE is closed except for holidays and weekends, (2) the SEC permits
such suspension and so orders, or (3) an emergency exists as
determined by the SEC so that disposal of securities or determination
of NAV is not reasonably practicable.

37
<PAGE>
Income dividends, capital gains distributions and tax
status

It is a policy of the Funds to make distributions of substantially all
of their investment income and any net realized capital gains. Any
capital gains realized during each fiscal year ended July 31, as
defined by the Code, are normally declared and payable to shareholders
in December. Growth Fund, Aggressive Growth Fund, Capital Appreciation
Fund, Strategic Value Fund, International Fund and Worldwide Fund
declare and make annual distributions of income (if any); Balanced
Fund, Equity Income Fund and Growth and Income Fund declare and make
quarterly distributions of income; and Flexible Income Fund declares
dividends daily and make monthly distributions of income. If a month
begins on a Saturday, Sunday or holiday, dividends for daily dividend
Funds for those days are declared at the end of the preceding month.
The Funds intend to qualify as regulated investment companies by
satisfying certain requirements prescribed by Subchapter M of the
Code.

All income dividends and capital gains distributions, if any, on a
Fund's shares are reinvested automatically in additional shares of
that Fund at the NAV determined on the first business day following
the record date.

The Funds may purchase securities of certain foreign corporations
considered to be passive foreign investment companies by the IRS. In
order to avoid taxes and interest that must be paid by the Funds if
these instruments appreciate in value, the Funds may make various
elections permitted by the tax laws. However, these elections could
require that the Funds recognize taxable income, which in turn must be
distributed.

Some foreign securities purchased by the Funds may be subject to
foreign taxes which could reduce the yield on such securities. The
amount of such foreign taxes is expected to be insignificant. The
Funds may from year to year make the election permitted under Section
853 of the Code to pass through such taxes to shareholders. If such
election is not made, any foreign taxes paid or accrued will represent
an expense to each Fund which will reduce its investment company
taxable income.

Income dividends or capital gains distributions made by the shares of
a 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.

38
<PAGE>

Principal shareholders

The officers and Trustees of the Funds cannot directly own shares of
the Funds. Shares can be purchased only through retirement plans,
brokers, bank trust departments, financial advisers or similar
financial intermediaries. As a result, such officers and Trustees as a
group own less than 1% of the outstanding shares of each Fund. As of
December 4, 2000, the percentage ownership of each entity owning more
than 5% of the outstanding shares is listed below:

<TABLE>
<CAPTION>
PERCENTAGE
FUND NAME AND ADDRESS OF PLAN OWNERSHIP
<S> <C> <C>
Growth Fund American Express Trust Company 5.80%
International Fund FBO American Express Trust 8.74%
P.O. Box 534
Minneapolis, MN 55440
Flexible Income Fund Arrowhead Trust Inc. 17.62%
P.O. Box 735
San Bernardino, CA 92402
Balanced Fund The Bank of New York 7.78%
Custodian for Various Retirement Plans
3 Manhattanville Rd.
Purchase, NY 10577
Growth and Income Fund Carn & Company 11.54%
Yazaki Employee Savings & Retirement
Plan
P.O. Box 96211
Washington, DC 20090
Flexible Income Fund Circle Trust Company 6.57%
Custodian for Earth Color Inc.
Metro Center
One Station Place
Stamford, CT 06902
Growth and Income Fund Circle Trust Company 5.52%
Custodian for Gerson Company
Metro Center
One Station Place
Stamford, CT 06902
Growth and Income Fund Commerce Bank N.A. 12.33%
FBO Blackwell Sanders
P.O. Box 13366
Kansas City, MO 64199
Growth and Income Fund Commerce Bank N.A. 6.04%
FBO Fidelity Communications Company
P.O. Box 13366
Kansas City, MO 64199
</TABLE>

39
<PAGE>

<TABLE>
<CAPTION>
PERCENTAGE
FUND NAME AND ADDRESS OF PLAN OWNERSHIP
<S> <C> <C>
Growth Fund Connecticut General Life Insurance 30.78%
Worldwide Fund Company 19.25%
Balanced Fund P.O. Box 2975 28.45%
Hartford, CT 06104
Aggressive Growth Fund Delaware Charter Guarantee & Trust 50.47%
Capital Appreciation Fund Custodian for Principal Life 51.77%
P.O. Box 8706
Wilmington, DE 19899
Flexible Income Fund Delaware Management Trust Company 6.58%
Custodian for Mac Equipment
P.O. Box 8708
Philadelphia, PA 19101
Flexible Income Fund Delaware Management Trust Company 10.34%
Custodian for United Subcontractors
Inc.
P.O. Box 8708
Philadelphia, PA 19101
Flexible Income Fund Fidelity Investments Institutional 25.79%
Operations
Company
FBO Apcon Inc.
100 Magellan Way
Covington, KY 41015
Equity Income Fund Fidelity Investments Institutional 12.51%
Operations
Company
FBO Argo Data Resource Corporation
100 Magellan Way
Covington, KY 41015
Equity Income Fund Fidelity Investments Institutional 19.95%
Operations
Company
FBO ETS Inc.
100 Magellan Way
Covington, KY 41015
Equity Income Fund Fidelity Investments Institutional 11.69%
Operations
Company
FBO JP Wood
100 Magellan Way
Covington, KY 41015
Growth Fund First Union National Bank 5.01%
Worldwide Fund Custodian for Various Retirement Plans 15.15%
1525 West W.T. Harris Boulevard
Charlotte, NC 28262
</TABLE>

40
<PAGE>

<TABLE>
<CAPTION>
PERCENTAGE
FUND NAME AND ADDRESS OF PLAN OWNERSHIP
<S> <C> <C>
Growth Fund Kemper Service Company 9.61%
Capital Appreciation Fund FBO Participating Kemflex Plans 19.33%
811 Main Street
Kansas City, MO 64105
International Fund Minnesota Life 27.01%
400 North Robert Street
Saint Paul, MN 55101
Equity Income Fund Nationwide Trust Company 5.51%
P.O. Box 182029
Columbus, OH 43218
Growth Fund Penfirn Company 5.19%
Growth and Income Fund P.O. Box 3128 27.35%
Omaha, NE 68103
Growth Fund Provident Mutual Life Insurance 5.07%
Company
P.O. Box 1717
Valley Forge, PA 19482
Equity Income Fund Regions Bank 11.93%
FBO Bud Davis Cadillac
P.O. Box 830688
Birmingham, AL 35283
International Fund Schwab (Charles) & Company Inc. 8.17%
101 Montgomery Street
San Francisco, CA 94104
Flexible Income Fund Summit Bank 11.84%
Custodian for Rogers & Company
P.O. Box 821
Hackensack, NJ 07602
Equity Income Fund Wells Fargo Bank MN N.A. 27.53%
FBO Dixie Electric
P.O. Box 1533
Minneapolis, MN 55480
</TABLE>

To the knowledge of the Funds, no other shareholder owned more than 5%
of the outstanding shares of each of the Funds as of December 4, 2000.

41
<PAGE>
Miscellaneous information

Each Fund is a series of the Trust, an open-end management investment
company registered under the 1940 Act and organized as a Delaware
business trust on March 24, 2000. As of the date of this SAI, the
Trust is offering eleven series of shares, known as "Funds," each of
which consists of one class of shares. Additional series and/or
classes may be created from time to time.

Ten of the Funds (listed below) were formed from the reorganization of
the Retirement Shares of corresponding Portfolios of Janus Aspen
Series into the Funds on July 31, 2000. Strategic Value Fund is a
newly organized fund.

<TABLE>
<CAPTION>
PREDECESSOR FUND (EACH A PORTFOLIO OF JANUS ASPEN SERIES) FUND
--------------------------------------------------------- ----
<S> <C> <C>
Growth Portfolio - Retirement Shares Janus Adviser Growth Fund
Aggressive Growth Portfolio - Retirement Shares Janus Adviser Aggressive Growth Fund
Capital Appreciation Portfolio - Retirement Shares Janus Adviser Capital Appreciation Fund
Balanced Portfolio - Retirement Shares Janus Adviser Balanced Fund
Equity Income Portfolio - Retirement Shares Janus Adviser Equity Income Fund
Growth and Income Portfolio - Retirement Shares Janus Adviser Growth and Income Fund
International Growth Portfolio - Retirement Shares Janus Adviser International Fund
Worldwide Growth Portfolio - Retirement Shares Janus Adviser Worldwide Fund
Flexible Income Portfolio - Retirement Shares Janus Adviser Flexible Income Fund
Money Market Portfolio - Retirement Shares Janus Adviser Money Market Fund
</TABLE>

SHARES OF THE TRUST

The Trust is authorized to issue an unlimited number of shares of
beneficial interest with a par value of $.001 per share for each
series of the Trust. Shares of each Fund are fully paid and
nonassessable when issued. Shares of a Fund participate equally in
dividends and other distributions by the shares of such Fund, and in
residual assets of that Fund in the event of liquidation. Shares of
each Fund have no preemptive, conversion or subscription rights.

SHAREHOLDER MEETINGS

The Trust does not intend to hold annual shareholder meetings.
However, special meetings may be called for a specific Fund or for the
Trust as a whole for purposes such as electing or removing Trustees,
terminating or reorganizing the Trust, changing fundamental policies,
or for any other purpose requiring a shareholder vote under the 1940
Act. Separate votes are taken by each Fund or class only if a matter
affects or requires the vote of only that Fund or class or that Fund's
or class' interest in the matter differs from the interest of other
Funds of the Trust. A shareholder is entitled to one vote for each
share owned.

VOTING RIGHTS

The Trustees are responsible for major decisions relating to each
Fund's policies and objectives; the Trustees oversee the operation of
each Fund by its officers and review the investment decisions of the
officers.

The present Trustees were elected by the initial trustee of the Trust
on April 3, 2000, and were approved by the initial shareholder on July
31, 2000. Under the Trust Instrument, each Trustee will continue in
office until the termination of the Trust or his earlier death,
retirement, resignation, bankruptcy, incapacity or removal. Vacancies
will be filled by a majority of the remaining Trustees, subject to the
1940 Act. Therefore, no annual or regular meetings of shareholders
normally will be held, unless otherwise required by the Trust
Instrument or the 1940 Act. Subject to the foregoing, shareholders
have the power to vote to elect or remove Trustees, to terminate or
reorganize their Fund, to amend the Trust Instrument, to bring

42
<PAGE>

certain derivative actions and on any other matters on which a
shareholder vote is required by the 1940 Act, the Trust Instrument,
the Trust's Bylaws or the Trustees.

As mentioned above in "Shareholder Meetings," each share of each
series of the Trust has one vote (and fractional votes for fractional
shares). Shares of all series of the Trust have noncumulative voting
rights, which means that the holders of more than 50% of the shares of
all series of the Trust voting for the election of Trustees can elect
100% of the Trustees if they choose to do so and, in such event, the
holders of the remaining shares will not be able to elect any
Trustees.

INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP, 1670 Broadway, Suite 1000, Denver,
Colorado 80202, independent accountants for the Funds, audit the
Funds' annual financial statements and prepare their tax returns.

REGISTRATION STATEMENT

The Trust has filed with the SEC, Washington, D.C., a Registration
Statement under the Securities Act of 1933, as amended, with respect
to the securities to which this SAI relates. If further information is
desired with respect to the Funds or such securities, reference is
made to the Registration Statement and the exhibits filed as a part
thereof.

43
<PAGE>
Performance information

Quotations of average annual total return for the shares of a Fund
will be expressed in terms of the average annual compounded rate of
return of a hypothetical investment in the shares of such Fund over
periods of 1, 5, and 10 years (up to the life of the Fund). These are
the annual total rates of return that would equate the initial amount
invested to the ending redeemable value. These rates of return are
calculated pursuant to the following formula: P(1 + T)(n) = ERV (where
P = a hypothetical initial payment of $1,000, T = the average annual
total return, n = the number of years and ERV = the ending redeemable
value of a hypothetical $1,000 payment made at the beginning of the
period). All total return figures reflect the deduction of a
proportional share of expenses of the shares of a Fund on an annual
basis, and assume that all dividends and distributions are reinvested
when paid.

These Funds commenced operations on August 1, 2000, after the
reorganization of the Retirement Shares of corresponding portfolios of
Janus Aspen Series ("predecessor funds") into the Funds. The following
returns reflect the performance of the Retirement Shares of the
predecessor funds prior to that date. The performance of the
Retirement Shares prior to May 1, 1997 reflects the performance of a
different class of the predecessor funds restated to reflect the fees
and expenses of the Retirement Shares on May 1, 1997, ignoring any fee
and expense limitations. The average annual total return of the
predecessor funds, computed as of July 31, 2000, is shown in the table
below (with the exception of Strategic Value Fund, which is a newly
organized Fund).

<TABLE>
<CAPTION>
Life of
Inception Number Fund
Date of Months One Five Ten (including
Fund Name (of predecessor fund) in Lifetime Year Years Years predecessor fund)
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Growth Fund 9/13/93 82.5 24.79% 24.58% N/A 21.20%
Aggressive Growth Fund 9/13/93 82.5 69.07% 31.33% N/A 29.70%
Capital Appreciation Fund 5/1/97 39 34.46% N/A N/A 42.26%
Balanced Fund 9/13/93 82.5 13.40% 20.44% N/A 17.87%
Equity Income Fund 5/1/97 39 15.73% N/A N/A 35.15%
Growth and Income Fund 5/1/98 27 37.97% N/A N/A 34.93%
International Fund 5/2/94 75 61.68% 28.81% N/A 24.30%
Worldwide Fund 9/13/93 82.5 45.05% 28.68% N/A 25.99%
Flexible Income Fund 9/13/93 82.5 3.28% 7.93% N/A 7.41%
</TABLE>

Yield quotations for a Fund are based on the investment income per
share earned during a particular 30-day period (including dividends,
if any, and interest), less expenses accrued during the period ("net
investment income"), and are computed by dividing net investment
income by the net asset value per share on the last day of the period,
according to the following formula:

YIELD = 2[(a - b + 1)(6) - 1]
-----
cd

where a = dividend and interest income
b = expenses accrued for the period (net of reimbursements)
c = average daily number of shares outstanding during the period
that were entitled to receive dividends
d = maximum net asset value per share on the last day of the
period

The yield for the 30-day period ending July 31, 2000, for the
predecessor fund of Flexible Income Fund is shown below:

<TABLE>
<S> <C>
Flexible Income Fund 7.01%
</TABLE>

44
<PAGE>

From time to time in advertisements or sales material, the Funds may
discuss their performance ratings or other information as published by
recognized mutual fund statistical rating services, including, but not
limited to, Lipper Analytical Services, Inc. ("Lipper"), Ibbotson
Associates, Micropal or Morningstar, Inc. ("Morningstar") or by
publications of general interest such as Forbes, Money, The Wall
Street Journal, Mutual Funds Magazine, Kiplinger's or Smart Money. The
Funds may also compare their performance to that of other selected
mutual funds (for example, peer groups created by Lipper or
Morningstar), mutual fund averages or recognized stock market
indicators, including, but not limited to, the Standard & Poor's 500
Composite Stock Price Index, the Standard & Poor's MidCap 400 Index,
the Dow Jones Industrial Average, the Lehman Brothers
Government/Corporate Bond Index, the Lehman Brothers
Government/Corporate 1-3 Year Bond Index, the Lehman Brothers Long
Government/Corporate Bond Index, the Lehman Brothers Intermediate
Government Bond Index, the Lehman Brothers Municipal Bond Index, the
Russell 2000 Index and the NASDAQ composite. In addition, the Funds
may compare their total return or yield to the yield on U.S. Treasury
obligations and to the percentage change in the Consumer Price Index.
Worldwide Fund and International Fund may also compare their
performance to the record of global market indicators, such as the
Morgan Stanley Capital International World Index or the Morgan Stanley
Capital International Europe, Australasia, and the Far East (EAFE(R)
Index). Such performance ratings or comparisons may be made with funds
that may have different investment restrictions, objectives, policies
or techniques than the Funds and such other funds or market indicators
may be comprised of securities that differ significantly from the
Funds' investments.

45
<PAGE>
Financial statements

The Janus Adviser Series commenced operations on August 1, 2000, after
the reorganization of the Retirement Shares of Janus Aspen Series into
the Funds. The following audited financial statements for Janus Aspen
Series for the period ended December 31, 1999 are hereby incorporated
into this Statement of Additional Information by reference to the
Annual Report dated December 31, 1999. Financial statements are not
presented for Strategic Value Fund because it is a newly organized
Fund.

DOCUMENTS INCORPORATED BY REFERENCE TO THE ANNUAL REPORT

Schedules of Investments as of December 31, 1999

Statements of Operations for the period ended December 31, 1999

Statements of Assets and Liabilities as of December 31, 1999

Statements of Changes in Net Assets for the periods ended December 31,
1999 and 1998

Financial Highlights for each of the periods indicated

Notes to Financial Statements

Report of Independent Accountants

The portions of the Annual Report that are not specifically listed
above are not incorporated by reference into this Statement of
Additional Information and are not part of the Registration Statement.

The following audited financial statements for Janus Aspen Series for the period
January 1, 2000 to July 31, 2000 are included into this Statement of Additional
Information on pages 83-156.

Schedules of Investments as of July 31, 2000

Statements of Operations for the period ended July 31, 2000

Statements of Assets and Liabilities as of July 31, 2000

Statements of Changes in Net Assets for the period ended July 31, 2000

Financial Highlights for each of the periods indicated

Notes to Financial Statements

Report of Independent Accountants

46
<PAGE>
Appendix A

EXPLANATION OF RATING CATEGORIES

STANDARD & POOR'S
RATINGS SERVICES

<TABLE>
<S> <C>
BOND RATING EXPLANATION
-----------------------------------------------------------------------------------------
Investment Grade
AAA......................... Highest rating; extremely strong capacity to pay principal
and interest.
AA.......................... High quality; very strong capacity to pay principal and
interest.
A........................... Strong capacity to pay principal and interest; somewhat more
susceptible to the adverse effects of changing circumstances
and economic conditions.
BBB......................... Adequate capacity to pay principal and interest; normally
exhibit adequate protection parameters, but adverse economic
conditions or changing circumstances more likely to lead to
a weakened capacity to pay principal and interest than for
higher rated bonds.
Non-Investment Grade
BB, B, CCC, CC, C........... Predominantly speculative with respect to the issuer's
capacity to meet required interest and principal payments.
BB -- lowest degree of speculation; C -- the highest degree
of speculation. Quality and protective characteristics
outweighed by large uncertainties or major risk exposure to
adverse conditions.
D........................... In default.
</TABLE>

MOODY'S INVESTORS SERVICE, INC.

Unrated securities will be treated as noninvestment grade securities
unless the portfolio manager determines that such securities are the
equivalent of investment grade securities. Securities that have
received ratings from more than one agency are considered investment
grade if at least one agency has rated the security investment grade.

47
<PAGE>

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48
<PAGE>

[JANUS LOGO]

Janus Adviser Series

Money Market Fund
<PAGE>

[JANUS LOGO]
<PAGE>

Table of contents

<TABLE>
<S> <C>
Investment Restrictions and
Investment Strategies....................................... 52
Performance Data............................................ 60
Determination of Net Asset Value............................ 62
Investment Adviser.......................................... 63
Custodian, Transfer Agent
and Certain Affiliations.................................... 65
Portfolio Transactions and Brokerage........................ 66
Trustees and Officers....................................... 67
Purchase of Shares.......................................... 70
Distribution Plan........................................... 71
Redemption of Shares........................................ 72
Dividends and Tax Status.................................... 73
Principal Shareholders...................................... 74
Miscellaneous Information................................... 75
Shares of the Trust...................................... 75
Shareholder Meetings..................................... 75
Voting Rights............................................ 75
Independent Accountants.................................. 76
Registration Statement................................... 76
Financial Statements........................................ 77
Appendix A.................................................. 78
Description of Securities Ratings........................ 78
Appendix B.................................................. 80
Description of Municipal Securities...................... 80
</TABLE>

51
<PAGE>
Investment restrictions and investment strategies

INVESTMENT RESTRICTIONS

The Fund has adopted certain fundamental investment restrictions that
cannot be changed without shareholder approval. Shareholder approval
means approval by the lesser of (i) more than 50% of the outstanding
voting securities of the Trust (or the Fund or class of shares if a
matter affects just the Fund or class of shares), or (ii) 67% or more
of the voting securities present at a meeting if the holders of more
than 50% of the outstanding voting securities of the Trust (or the
Fund or class of shares) are present or represented by proxy.

As used in the restrictions set forth below and as used elsewhere in
this SAI, the term "U.S. Government Securities" shall have the meaning
set forth in the Investment Company Act of 1940, as amended (the "1940
Act"). The 1940 Act defines U.S. Government Securities as securities
issued or guaranteed by the United States government, its agencies or
instrumentalities. U.S. Government Securities may also include
repurchase agreements collateralized and municipal securities escrowed
with or refunded with escrowed U.S. government securities.

The Fund has adopted the following fundamental policies:

(1) With respect to 75% of its assets, the Fund may not purchase a
security other than a U.S. Government Security, if, as a result, more
than 5% of its total assets would be invested in the securities of a
single issuer or the Fund would own more than 10% of the outstanding
voting securities of any single issuer. (As noted in the Prospectus,
the Fund is currently subject to the greater diversification standards
of Rule 2a-7, which are not fundamental.)

(2) The Fund may not purchase securities if 25% or more of the value
of its total assets would be invested in the securities of issuers
conducting their principal business activities in the same industry;
provided that: (i) there is no limit on investments in U.S. Government
Securities or in obligations of domestic commercial banks (including
U.S. branches of foreign banks subject to regulations under U.S. laws
applicable to domestic banks and, to the extent that its parent is
unconditionally liable for the obligation, foreign branches of U.S.
banks); (ii) this limitation shall not apply to the Fund's investments
in municipal securities; (iii) there is no limit on investment in
issuers domiciled in a single country; (iv) financial service
companies are classified according to the end users of their services
(for example, automobile finance, bank finance and diversified finance
are each considered to be a separate industry); and (v) utility
companies are classified according to their services (for example,
gas, gas transmission, electric, and telephone are each considered to
be a separate industry).

(3) The Fund may not act as an underwriter of securities issued by
others, except to the extent that it may be deemed an underwriter in
connection with the disposition of its portfolio securities.

(4) The Fund may not lend any security or make any other loan if, as a
result, more than 25% of its total assets would be lent to other
parties (but this limitation does not apply to purchases of commercial
paper, debt securities or repurchase agreements).

(5) The Fund may not purchase or sell real estate or any interest
therein, except that the Fund may invest in debt obligations secured
by real estate or interests therein or securities issued by companies
that invest in real estate or interests therein.

(6) The Fund may borrow money for temporary or emergency purposes (not
for leveraging) in an amount not exceeding 25% of the value of its
total assets (including the amount borrowed) less liabilities (other
than borrowings). If borrowings exceed 25% of the value of the Fund's
total assets by reason of a decline in net assets, it will reduce its
borrowings within three business days to the extent necessary to
comply with the 25% limitation. Reverse repurchase agreements or the
segregation of assets in connection with such agreements shall not be
considered borrowing for the purposes of this limit.

52
<PAGE>

(7) The Fund may, notwithstanding any other investment policy or
restriction (whether or not fundamental), invest all of its assets in
the securities of a single open-end management investment company with
substantially the same fundamental investment objectives, policies and
restrictions as the Fund.

Investment restriction (1) is intended to reflect the requirements
under Section 5(b)(1) of the 1940 Act for a diversified fund. Rule
2a-7 provides that money market funds that comply with the
diversification limits of Rule 2a-7 are deemed to comply with the
diversification limits of Section 5(b)(1). Thus, the Fund interprets
restriction (1) in accordance with Rule 2a-7. Accordingly, if
securities are subject to a guarantee provided by a non-controlled
person, the Rule 2a-7 diversification tests apply to the guarantor,
and the diversification test in restriction (1) does not apply to the
issuer.

The Fund has adopted the following nonfundamental investment
restrictions that may be changed by the Trustees without shareholder
approval:

(1) The Fund may not invest in securities or enter into repurchase
agreements with respect to any securities if, as a result, more than
10% of its net assets would be invested in repurchase agreements not
entitling the holder to payment of principal within seven days and in
other securities that are not readily marketable ("illiquid
securities"). The Trustees, or the Fund's investment adviser acting
pursuant to authority delegated by the Trustees, may determine that a
readily available market exists for certain securities such as
securities eligible for resale pursuant to Rule 144A under the
Securities Act of 1933, or any successor to such rule, Section 4(2)
commercial paper and municipal lease obligations. Accordingly, such
securities may not be subject to the foregoing limitation.

(2) The Fund may not purchase securities on margin, or make short
sales of securities, except for short sales against the box and the
use of short-term credit necessary for the clearance of purchases and
sales of portfolio securities.

(3) The Fund may not pledge, mortgage, hypothecate or encumber any of
its assets except to secure permitted borrowings or in connection with
permitted short sales.

(4) The Fund may not invest in companies for the purpose of exercising
control of management.

Under the terms of an exemptive order received from the Securities and
Exchange Commission ("SEC"), the Fund may borrow money from or lend
money to other funds that permit such transactions and for which Janus
Capital serves as investment adviser. All such borrowing and lending
will be subject to the above limits. The Fund will borrow money
through the program only when the costs are equal to or lower than the
cost of bank loans. Interfund loans and borrowings normally extend
overnight, but can have a maximum duration of seven days. The Fund
will lend through the program only when the returns are higher than
those available from other short-term instruments (such as repurchase
agreements). The Fund may have to borrow from a bank at a higher
interest rate if an interfund loan is called or not renewed. Any delay
in repayment to a lending Fund could result in a lost investment
opportunity or additional borrowing costs.

For purposes of the Fund's policies on investing in particular
industries, the Fund will rely primarily on industry or industry group
classifications as published by Bloomberg L.P. To the extent that
Bloomberg L.P. industry classifications are so broad that the primary
economic characteristics in a single industry are materially
different, the Fund may further classify issuers in accordance with
industry classifications as published by the SEC.

53
<PAGE>

INVESTMENT STRATEGIES

The Fund may invest only in "eligible securities" as defined in Rule
2a-7 adopted under the 1940 Act. Generally, an eligible security is a
security that (i) is denominated in U.S. dollars and has a remaining
maturity of 397 days or less (as calculated pursuant to Rule 2a-7);
(ii) is rated, or is issued by an issuer with short-term debt
outstanding that is rated, in one of the two highest rating categories
by any two nationally recognized statistical rating organizations
("NRSROs") or, if only one NRSRO has issued a rating, by that NRSRO
(the "Requisite NRSROs") or is unrated and of comparable quality to a
rated security, as determined by Janus Capital; and (iii) has been
determined by Janus Capital to present minimal credit risks pursuant
to procedures approved by the Trustees. In addition, the Fund will
maintain a dollar-weighted average portfolio maturity of 90 days or
less. A description of the ratings of some NRSROs appears in Appendix
A.

Under Rule 2a-7, the Fund may not invest more than five percent of its
total assets in the securities of any one issuer other than U.S.
Government Securities, provided that in certain cases it may invest
more than 5% of its assets in a single issuer for a period of up to
three business days. Investment in demand features, guarantees and
other types of instruments or features are subject to the
diversification limits under Rule 2a-7.

Pursuant to Rule 2a-7, the Fund will invest at least 95% of its total
assets in "first-tier" securities. First-tier securities are eligible
securities that are rated, or are issued by an issuer with short-term
debt outstanding that is rated, in the highest rating category by the
Requisite NRSROs or are unrated and of comparable quality to a rated
security. In addition, the Fund may invest in "second-tier" securities
which are eligible securities that are not first-tier securities.
However, the Fund may not invest in a second-tier security if
immediately after the acquisition thereof it would have invested more
than (i) the greater of one percent of its total assets or one million
dollars in second-tier securities issued by that issuer, or (ii) five
percent of its total assets in second-tier securities.

The following discussion of types of securities in which the Fund may
invest supplements and should be read in conjunction with the
Prospectus.

Participation Interests

The Fund may purchase participation interests in loans or securities
in which it may invest directly. Participation interests are generally
sponsored or issued by banks or other financial institutions. A
participation interest gives the Fund an undivided interest in the
underlying loans or securities in the proportion that the Fund's
interest bears to the total principal amount of the underlying loans
or securities. Participation interests, which may have fixed, floating
or variable rates, may carry a demand feature backed by a letter of
credit or guarantee of a bank or institution permitting the holder to
tender them back to the bank or other institution. For certain
participation interests, the Fund will have the right to demand
payment, on not more than seven days' notice, for all or a part of the
Fund's participation interest. The Fund intends to exercise any demand
rights it may have upon default under the terms of the loan or
security, to provide liquidity or to maintain or improve the quality
of the Fund's investment portfolio. The Fund will only purchase
participation interests that Janus Capital determines present minimal
credit risks.

Variable and Floating Rate Notes

The Fund also may purchase variable and floating rate demand notes of
corporations, which are unsecured obligations redeemable upon not more
than 30 days' notice. These obligations include master demand notes
that permit investment of fluctuating amounts at varying rates of
interest pursuant to direct

54
<PAGE>

arrangements with the issuer of the instrument. The issuer of these
obligations often has the right, after a given period, to prepay the
outstanding principal amount of the obligations upon a specified
number of days' notice. These obligations generally are not traded,
nor generally is there an established secondary market for these
obligations. To the extent a demand note does not have a seven day or
shorter demand feature and there is no readily available market for
the obligation, it is treated as an illiquid investment.

Securities with ultimate maturities of greater than 397 days may be
purchased only pursuant to Rule 2a-7. Under that Rule, only those
long-term instruments that have demand features which comply with
certain requirements and certain variable rate U.S. Government
Securities may be purchased. The rate of interest on securities
purchased by the Fund may be tied to short-term Treasury or other
government securities or indices on securities that are permissible
investments of the Fund, as well as other money market rates of
interest. The Fund will not purchase securities whose values are tied
to interest rates or indices that are not appropriate for the duration
and volatility standards of a money market fund.

Mortgage- and Asset-Backed Securities

The Fund may invest in mortgage-backed securities, which represent an
interest in a pool of mortgages made by lenders such as commercial
banks, savings and loan institutions, mortgage bankers, mortgage
brokers and savings banks. Mortgage-backed securities may be issued by
governmental or government-related entities or by non-governmental
entities such as banks, savings and loan institutions, private
mortgage insurance companies, mortgage bankers and other secondary
market issuers.

Interests in pools of mortgage-backed securities differ from other
forms of debt securities which normally provide for periodic payment
of interest in fixed amounts with principal payments at maturity or
specified call dates. In contrast, mortgage-backed securities provide
periodic payments which consist of interest and, in most cases,
principal. In effect, these payments are a "pass-through" of the
periodic payments and optional prepayments made by the individual
borrowers on their mortgage loans, net of any fees paid to the issuer
or guarantor of such securities. Additional payments to holders of
mortgage-backed securities are caused by prepayments resulting from
the sale of the underlying residential property, refinancing or
foreclosure, net of fees or costs which may be incurred.

As prepayment rates of individual pools of mortgage loans vary widely,
it is not possible to predict accurately the average life of a
particular security. Although mortgage-backed securities are issued
with stated maturities of up to forty years, unscheduled or early
payments of principal and interest on the underlying mortgages may
shorten considerably the effective maturities. Mortgage-backed
securities may have varying assumptions for average life. The volume
of prepayments of principal on a pool of mortgages underlying a
particular security will influence the yield of that security, and the
principal returned to the Fund may be reinvested in instruments whose
yield may be higher or lower than that which might have been obtained
had the prepayments not occurred. When interest rates are declining,
prepayments usually increase, with the result that reinvestment of
principal prepayments will be at a lower rate than the rate applicable
to the original mortgage-backed security.

The Fund may invest in mortgage-backed securities that are issued by
agencies or instrumentalities of the U.S. government. Ginnie Mae is
the principal federal government guarantor of mortgage-backed
securities. Ginnie Mae is a wholly-owned U.S. government corporation
within the Department of Housing and Urban Development. Ginnie Mae
Certificates are debt securities which represent an interest in one
mortgage or a pool of mortgages which are insured by the Federal
Housing Administration or the Farmers Home Administration or are
guaranteed by the Veterans Administration. The Fund may also invest in
pools of conventional mortgages which are issued or guaranteed by
agencies of the U.S. government. Ginnie Mae

55
<PAGE>

pass-through securities are considered to be riskless with respect to
default in that (i) the underlying mortgage loan portfolio is
comprised entirely of government-backed loans and (ii) the timely
payment of both principal and interest on the securities is guaranteed
by the full faith and credit of the U.S. government, regardless of
whether or not payments have been made on the underlying mortgages.
Ginnie Mae pass-through securities are, however, subject to the same
market risk as comparable debt securities. Therefore, the market value
of the Fund's Ginnie Mae securities can be expected to fluctuate in
response to changes in prevailing interest rate levels.

Residential mortgage loans are pooled also by Freddie Mac. Freddie Mac
is a privately managed, publicly chartered agency created by Congress
in 1970 for the purpose of increasing the availability of mortgage
credit for residential housing. Freddie Mac issues participation
certificates ("PCs") which represent interests in mortgages from
Freddie Mac's national portfolio. The mortgage loans in Freddie Mac's
portfolio are not U.S. government backed; rather, the loans are either
uninsured with loan-to-value ratios of 80% or less, or privately
insured if the loan-to-value ratio exceeds 80%. Freddie Mac guarantees
the timely payment of interest and ultimate collection of principal on
Freddie Mac PCs; the U.S. government does not guarantee any aspect of
Freddie Mac PCs.

Fannie Mae is a government-sponsored corporation owned entirely by
private shareholders. It is subject to general regulation by the
Secretary of Housing and Urban Development. Fannie Mae purchases
residential mortgages from a list of approved seller/servicers which
include savings and loan associations, savings banks, commercial
banks, credit unions and mortgage bankers. Fannie Mae guarantees the
timely payment of principal and interest on the pass-through
securities issued by Fannie Mae; the U.S. government does not
guarantee any aspect of the Fannie Mae pass-through securities.

The Fund may also invest in privately-issued mortgage-backed
securities to the extent permitted by their investment restrictions.
Mortgage-backed securities offered by private issuers include
pass-through securities comprised of pools of conventional residential
mortgage loans; mortgage-backed bonds which are considered to be debt
obligations of the institution issuing the bonds and which are
collateralized by mortgage loans; and collateralized mortgage
obligations ("CMOs") which are collateralized by mortgage-backed
securities issued by Ginnie Mae, Freddie Mac or Fannie Mae or by pools
of conventional mortgages.

Asset-backed securities represent direct or indirect participation in,
or are secured by and payable from, assets other than mortgage-backed
assets such as motor vehicle installment sales contracts, installment
loan contracts, leases of various types of real and personal property
and receivables from revolving credit agreements (credit cards).
Asset-backed securities have yield characteristics similar to those of
mortgage-backed securities and, accordingly, are subject to many of
the same risks.

Securities Lending

The Fund may lend securities to qualified parties (typically brokers
or other financial institutions) who need to borrow securities in
order to complete certain transactions such as covering short sales,
avoiding failures to deliver securities or completing arbitrage
activities. The Fund may seek to earn additional income through
securities lending. Since there is the risk of delay in recovering a
loaned security or the risk of loss in collateral rights if the
borrower fails financially, securities lending will only be made to
parties that Janus Capital deems creditworthy and in good standing. In
addition, such loans will only be made if Janus Capital believes the
benefit from granting such loans justifies the risk. The Fund will not
have the right to vote on securities while they are being lent, but it
will call a loan in anticipation of any important vote. All loans will
be continuously secured by collateral which consists of cash, U.S.

56
<PAGE>

government securities, letters of credit and such other collateral
permitted by the Securities and Exchange Commission and policies
approved by the Trustees. Cash collateral may be invested in money
market funds advised by Janus to the extent consistent with exemptive
relief obtained from the SEC.

Reverse Repurchase Agreements

Reverse repurchase agreements are transactions in which the Fund sells
a security and simultaneously commits to repurchase that security from
the buyer at an agreed upon price on an agreed upon future date. The
resale price in a reverse repurchase agreement reflects a market rate
of interest that is not related to the coupon rate or maturity of the
sold security. For certain demand agreements, there is no agreed upon
repurchase date and interest payments are calculated daily, often
based upon the prevailing overnight repurchase rate. The Fund will use
the proceeds of reverse repurchase agreements only to satisfy
unusually heavy redemption requests or for other temporary or
emergency purposes without the necessity of selling portfolio
securities.

Generally, a reverse repurchase agreement enables the Fund to recover
for the term of the reverse repurchase agreement all or most of the
cash invested in the portfolio securities sold and to keep the
interest income associated with those portfolio securities. Such
transactions are only advantageous if the interest cost to the Fund of
the reverse repurchase transaction is less than the cost of obtaining
the cash otherwise. In addition, interest costs on the money received
in a reverse repurchase agreement may exceed the return received on
the investments made by the Fund with those monies.

When Issued and Delayed Delivery Securities

The Fund may purchase securities on a when-issued or delayed delivery
basis. The Fund will enter into such transactions only when it has the
intention of actually acquiring the securities. To facilitate such
acquisitions, the Fund's custodian will segregate cash or high quality
liquid assets in an amount at least equal to such commitments. On
delivery dates for such transactions, the Fund will meet its
obligations from maturities, sales of the segregated securities or
from other available sources of cash. If it chooses to dispose of the
right to acquire a when-issued security prior to its acquisition, the
Fund could, as with the disposition of any other portfolio obligation,
incur a gain or loss due to market fluctuation. At the time Fund will
record the transaction as a purchase and thereafter reflect the value
of such securities in determining its net asset value.

Investment Company Securities

From time to time, the Fund may invest in securities of other
investment companies. The Fund is subject to the provisions of Section
12(d)(1) of the 1940 Act. The Fund may invest in securities of money
market funds managed by Janus Capital in excess of the limitations of
Section 12(d)(1) under the terms of an SEC exemptive order obtained by
Janus Capital and the Janus Funds.

Debt Obligations

Money Market Fund may invest in U.S. dollar denominated debt
obligations. In general, sales of these securities may not be made
absent registration under the Securities Act of 1933 or the
availability of an appropriate exemption. Pursuant to Section 4(2) of
the 1933 Act or Rule 144A adopted under the 1933 Act, however, some of
these securities are eligible for resale to institutional investors,
and accordingly, Janus Capital may determine that a liquid market
exists for such a security pursuant to guidelines adopted by the
Trustees.

57
<PAGE>

Obligations of Financial Institutions

The Fund may invest in obligations of financial institutions. Examples
of obligations in which the Fund may invest include negotiable
certificates of deposit, bankers' acceptances, time deposits and other
obligations of U.S. banks (including savings and loan associations)
having total assets in excess of one billion dollars and U.S. branches
of foreign banks having total assets in excess of ten billion dollars.
The Fund may also invest in Eurodollar and Yankee bank obligations as
discussed below and other U.S. dollar-denominated obligations of
foreign banks having total assets in excess of ten billion dollars
that Janus Capital believes are of an investment quality comparable to
obligations of U.S. banks in which the Fund may invest.

Certificates of deposit represent an institution's obligation to repay
funds deposited with it that earn a specified interest rate over a
given period. Bankers' acceptances are negotiable obligations of a
bank to pay a draft which has been drawn by a customer and are usually
backed by goods in international trade. Time deposits are
non-negotiable deposits with a banking institution that earn a
specified interest rate over a given period. Fixed time deposits,
which are payable at a stated maturity date and bear a fixed rate of
interest, generally may be withdrawn on demand by the Fund but may be
subject to early withdrawal penalties and that could reduce the Fund's
yield. Unless there is a readily available market for them, time
deposits that are subject to early withdrawal penalties and that
mature in more than seven days will be treated as illiquid securities.

Eurodollar bank obligations are dollar-denominated certificates of
deposit or time deposits issued outside the U.S. capital markets by
foreign branches of U.S. banks and by foreign banks. Yankee bank
obligations are dollar-denominated obligations issued in the U.S.
capital markets by foreign banks.

Foreign, Eurodollar (and to a limited extent, Yankee) bank obligations
are subject to certain sovereign risks. One such risk is the
possibility that a foreign government might prevent dollar-denominated
funds from flowing across its borders. Other risks include: adverse
political and economic developments in a foreign country; the extent
and quality of government regulation of financial markets and
institutions; the imposition of foreign withholding taxes; and
exploration or nationalization of foreign issuers.

U.S. Government Securities

Money Market Fund may invest in U.S. Government Securities. U.S.
Government Securities shall have the meaning set forth in the 1940
Act. The 1940 Act defines U.S. Government Securities to include
securities issued or guaranteed by the U.S. Government, its agencies
and instrumentalities. U.S. Government Securities may also include
repurchase agreements collateralized by and municipal securities
escrowed with or refunded with U.S. government securities. U.S.
Government Securities in which the Fund may invest include U.S.
Treasury securities and obligations issued or guaranteed by U.S.
government agencies and instrumentalities that are backed by the full
faith and credit of the U.S. government, such as those guaranteed by
the Small Business Administration or issued by Ginnie Mae. In
addition, U.S. Government Securities in which the Fund may invest
include securities supported primarily or solely by the
creditworthiness of the issuer, such as securities of Fannie Mae,
Freddie Mac and the Tennessee Valley Authority. There is no guarantee
that the U.S. government will support securities not backed by its
full faith and credit. Accordingly, although these securities have
historically involved little risk of loss of principal if held to
maturity, they may involve more risk than securities backed by the
full faith and credit of the U.S. government.

58
<PAGE>

Municipal Leases

The Fund may invest in municipal leases. Municipal leases frequently
have special risks not normally associated with general obligation or
revenue bonds. Municipal leases are municipal securities which may
take the form of a lease or an installment purchase or conditional
sales contract. Municipal leases are issued by state and local
governments and authorities to acquire a wide variety of equipment and
facilities. Leases and installment purchase or conditional sale
contracts (which normally provide for title to the leased asset to
pass eventually to the government issuer) have evolved as a means for
governmental issuers to acquire property and equipment without meeting
the constitutional and statutory requirements for the issuance of
debt. The debt-issuance limitations of many state constitutions and
statutes are deemed to be inapplicable because of the inclusion in
many leases or contracts of "non-appropriation" clauses that provide
that the governmental issuer has no obligation to make future payments
under the lease or contract unless money is appropriated for such
purpose by the appropriate legislative body on a yearly or other
periodic basis. The Fund will only purchase municipal leases subject
to a non-appropriation clause when the payment of principal and
accrued interest is backed by an unconditional irrevocable letter of
credit, or guarantee of a bank or other entity that meets the criteria
described in the Prospectus under "Taxable Investments."

In evaluating municipal lease obligations, Janus Capital will consider
such factors as it deems appropriate, including: (a) whether the lease
can be canceled; (b) the ability of the lease obligee to direct the
sale of the underlying assets; (c) the general creditworthiness of the
lease obligor; (d) the likelihood that the municipality will
discontinue appropriating funding for the leased property in the event
such property is no longer considered essential by the municipality;
(e) the legal recourse of the lease obligee in the event of such a
failure to appropriate funding; (f) whether the security is backed by
a credit enhancement such as insurance; and (g) any limitations which
are imposed on the lease obligor's ability to utilize substitute
property or services other than those covered by the lease obligation.
If a lease is backed by an unconditional letter of credit or other
unconditional credit enhancement, then Janus Capital may determine
that a lease is an eligible security solely on the basis of its
evaluation of the credit enhancement.

Municipal leases, like other municipal debt obligations, are subject
to the risk of non-payment. The ability of issuers of municipal leases
to make timely lease payments may be adversely impacted in general
economic downturns and as relative governmental cost burdens are
allocated and reallocated among federal, state and local governmental
units. Such non-payment would result in a reduction of income to the
Fund, and could result in a reduction in the value of the municipal
lease experiencing non-payment and a potential decrease in the net
asset value of the Fund.

59
<PAGE>
Performance data

The Fund may provide current annualized and effective annualized yield
quotations of the Fund based on the Fund's daily dividends. These
quotations may from time to time be used in advertisements,
shareholder reports or other communications to shareholders. All
performance information supplied by the Fund in advertising is
historical and is not intended to indicate future returns.

In performance advertising, the Fund may compare any of its
performance information with data published by independent evaluators
such as Morningstar, Inc., Lipper Analytical Services, Inc., or
CDC/Wiesenberger, Donoghue's Money Fund Report or other companies
which track the investment performance of investment companies ("Fund
Tracking Companies"). The Fund may also compare its performance
information with the performance of recognized stock, bond and other
indices, including but not limited to the Municipal Bond Buyers
Indices, the Salomon Brothers Bond Index, the Lehman Brothers Bond
Index, the Standard & Poor's 500 Composite Stock Price Index, the Dow
Jones Industrial Average, U.S. Treasury bonds, bills or notes and
changes in the Consumer Price Index as published by the U.S.
Department of Commerce. The Fund may refer to general market
performance over past time periods such as those published by Ibbotson
Associates (for instance, its "Stocks, Bonds, Bills and Inflation
Yearbook"). The Fund may also refer in such materials to mutual fund
performance rankings and other data published by Fund Tracking
Companies. Performance advertising may also refer to discussions of
the Fund and comparative mutual fund data and ratings reported in
independent periodicals, such as newspapers and financial magazines.

Any current yield quotation of the Fund's shares which is used in such
a manner as to be subject to the provisions of Rule 482(d) under the
Securities Act of 1933, as amended, shall consist of an annualized
historical yield, carried at least to the nearest hundredth of one
percent, based on a specific seven calendar day period. The current
yield of the Fund's shares shall be calculated by (a) determining the
net change during a seven calendar day period in the value of a
hypothetical account having a balance of one share at the beginning of
the period, (b) dividing the net change by the value of the account at
the beginning of the period to obtain a base period return, and (c)
multiplying the quotient by 365/7 (i.e., annualizing). For this
purpose, the net change in account value will reflect the value of
additional shares purchased with dividends declared on the original
share and dividends declared on both the original share and any such
additional shares, but will not reflect any realized gains or losses
from the sale of securities or any unrealized appreciation or
depreciation on portfolio securities. In addition, the Fund may
advertise effective yield quotations. Effective yield quotations are
calculated by adding 1 to the base period return, raising the sum to a
power equal to 365/7, and subtracting 1 from the result (i.e.,
compounding).

Income calculated for the purpose of determining the yield of the
Fund's shares differs from income as determined for other accounting
purposes. Because of the different accounting methods used, and
because of the compounding assumed in yield calculations, the yield
quoted for the Fund's shares may differ from the rate of distribution
the Fund paid over the same period or the rate of income reported in
the Fund's financial statements.

60
<PAGE>

Although published yield information is useful to investors in
reviewing the performance of the Fund's shares, investors should be
aware that the yield fluctuates from day to day and that the Fund's
yield for any given period is not an indication or representation by
the Fund of future yields or rates of return on the Fund's shares. The
Fund's yield is not fixed or guaranteed, and an investment in the Fund
is not insured. Accordingly, the Fund's yield information may not
necessarily be used to compare Fund shares with investment
alternatives which, like money market instruments or bank accounts,
may provide a fixed rate of interest. In addition, because investments
in the Fund are not insured or guaranteed, the yield information may
not necessarily be used to compare the Fund with investment
alternatives which are insured or guaranteed.

The Fund commenced operations on August 1, 2000 after the
reorganization of the Retirement Shares of Janus Aspen Series Money
Market Portfolio into the Fund. The following yields reflect the
performance of Janus Aspen Series Money Market Portfolio Retirement
Shares prior to that date. The current yield and effective yield for
the seven day period ended July 31, 2000, were 5.85% and 6.02%,
respectively.

61
<PAGE>
Determination of net asset value

Pursuant to the rules of the SEC, the Trustees have established
procedures to stabilize the Fund's net asset value at $1.00 per share.
These procedures include a review of the extent of any deviation of
net asset value per share as a result of fluctuating interest rates,
based on available market rates, from the Fund's $1.00 amortized cost
price per share. Should that deviation exceed 1/2 of 1%, the Trustees
will consider whether any action should be initiated to eliminate or
reduce material dilution or other unfair results to shareholders. Such
action may include redemption of shares in kind, selling portfolio
securities prior to maturity, reducing or withholding dividends and
utilizing a net asset value per share as determined by using available
market quotations. The Fund i) will maintain a dollar-weighted average
portfolio maturity of 90 days or less; ii) will not purchase any
instrument with a remaining maturity greater than 397 days or subject
to a repurchase agreement having a duration of greater than 397 days;
iii) will limit portfolio investments, including repurchase
agreements, to those U.S. dollar-denominated instruments that Janus
Capital has determined present minimal credit risks pursuant to
procedures established by the Trustees; and iv) will comply with
certain reporting and recordkeeping procedures. The Trust has also
established procedures to ensure that portfolio securities meet the
Fund's high quality criteria.

62
<PAGE>
Investment adviser

As stated in the Prospectus, the Fund has an Investment Advisory
Agreement with Janus Capital, 100 Fillmore Street, Denver, Colorado
80206-4928. The Advisory Agreement provides that Janus Capital will
furnish continuous advice and recommendations concerning the Fund's
investments, provide office space for the Fund and pay the salaries,
fees and expenses of all Fund officers and of those Trustees who are
affiliated with Janus Capital. Janus Capital also may make payments to
selected broker-dealer firms or institutions which were instrumental
in the acquisition of shareholders for the Fund or which performed
services with respect to shareholder accounts. The minimum aggregate
size required for eligibility for such payments, and the factors in
selecting the broker-dealer firms and institutions to which they will
be made, are determined from time to time by Janus Capital. Janus
Capital is also authorized to perform the management and
administrative services necessary for the operation of the Fund.

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

The Fund pays custodian agent fees and expenses, brokerage commissions
and dealer spreads and other expenses in connection with the execution
of portfolio transactions, legal and accounting expenses, interest and
taxes, registration fees, expenses of shareholders' meetings, and
reports to shareholders, fees and expenses of Trustees who are not
affiliated with Janus Capital, and other costs of complying with
applicable laws regulating the sale of Fund shares. Pursuant to the
Advisory Agreement, Janus Capital furnishes certain other services,
including net asset value determination, portfolio accounting and
record keeping for which the Fund may reimburse Janus Capital for its
costs.

The Fund has agreed to compensate Janus Capital for its advisory
services by the monthly payment of a fee at the annual rate of 0.25%
of the Fund's average daily net assets. The advisory fee is calculated
daily and paid monthly.

Until at least July 31, 2003, provided Janus Capital remains
investment adviser to the Fund, Janus Capital has agreed to reimburse
the Fund by the amount, if any, that such Fund's normal operating
expenses in any fiscal year, including the investment advisory fee,
but excluding the distribution fee, administration fee, brokerage
commissions, interest, taxes and extraordinary expenses, exceed 0.36%
of average daily net assets.

The Advisory Agreement is dated April 3, 2000 and will continue in
effect until July 1, 2001, and thereafter from year to year so long as
such continuance is approved annually by a majority of the Fund's
Trustees who are not parties to the Advisory Agreement or interested
persons of any such party, and by either a majority of the outstanding
voting shares or the Trustees. The Advisory Agreement i) may be
terminated without the payment of any penalty by the Fund or Janus
Capital on 60 days' written notice; ii) terminates automatically in
the event of its assignment; and iii) generally, may not be amended
without the approval by vote of a majority of the Trustees, including
the Trustees who are not interested persons of the Fund or Janus
Capital and, to the extent required by the 1940 Act, the vote of a
majority of the outstanding voting securities of the Fund.

Janus Capital also acts as sub-advisor for a number of private-label
mutual funds and provides separate account advisory services for
institutional accounts. Investment decisions for each account managed
by Janus Capital, including the Fund, are made independently from
those for any other account that is or may in the future become
managed by Janus Capital or its affiliates. If, however, a number of
accounts managed by Janus Capital are contemporaneously engaged in the
purchase or sale of the same security, the orders may be aggregated
and/or the transactions may be averaged as to price and allocated
equitably to

63
<PAGE>

each account in accordance with allocation procedures adopted by Janus
Capital. In some cases, this policy might adversely affect the price
paid or received by an account or the size of the position obtained or
liquidated for an account. Pursuant to an exemptive order granted by
the SEC, the Funds and other funds advised by Janus Capital may also
transfer daily uninvested cash balances into one or more joint trading
accounts. Assets in the joint trading accounts are invested in money
market instruments and the proceeds are allocated to the participating
funds on a pro rata basis.

Each account managed by Janus Capital has its own investment objective
and is managed in accordance with that objective by a particular
portfolio manager or team of portfolio managers. As a result, from
time to time two or more different managed accounts may pursue
divergent investment strategies with respect to investments or
categories of investments.

The portfolio manager is not permitted to purchase and sell securities
for his own accounts except under the limited exceptions contained in
the Code of Ethics, which applies to Directors/Trustees of Janus
Capital and the Funds and employees of, and persons working on a
contractual basis for, Janus Capital and its subsidiaries. The Code of
Ethics is on file with and available from the SEC through the SEC Web
site at www.sec.gov. The Code of Ethics requires investment personnel
and officers of Janus Capital, inside Directors/Trustees of Janus
Capital and the Fund and certain other designated employees deemed to
have access to current trading information to pre-clear all
transactions in securities not otherwise exempt under the Code of
Ethics. Requests for trading authorization will be denied when, among
other reasons, the proposed personal transaction would be contrary to
the provisions of the Code of Ethics or would be deemed to adversely
affect any transaction known to be under consideration for or to have
been effected on behalf of any client account, including the Fund.

The provisions of the Code of Ethics are administered by and subject
to exceptions authorized by Janus Capital.

64
<PAGE>
Custodian, transfer agent and certain affiliations

Citibank, N.A., 111 Wall Street, 24th Floor, Zone 5, New York, NY
10043, is the Fund's custodian. The custodian holds the Fund's assets
in safekeeping and collects and remits the income thereon, subject to
the instructions of the Fund.

Janus Service Corporation, P.O. Box 173375, Denver, Colorado
80217-3375, a wholly-owned subsidiary of Janus Capital, is the Fund's
transfer agent. In addition, Janus Service provides certain other
administrative, recordkeeping and shareholder relations services for
the Fund. Janus Service receives an administrative services fee at an
annual rate of up to 0.25% of the average daily net assets of the
initial class of the Fund for providing or procuring recordkeeping,
subaccounting and other administrative services to investors in the
shares of the Fund. 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 (at an annual rate of up
to 0.25% of the average daily net assets of the shares attributable to
their customers). Services provided by these financial intermediaries
may include but are not limited to recordkeeping, processing and
aggregating purchase and redemption transactions, providing periodic
statements, forwarding prospectuses, shareholder reports and other
materials to existing customers, and other administrative services.

The Fund pays DST Systems, Inc. ("DST"), a minority owned subsidiary
of Stilwell, license fees at the annual rate of $3.98 per shareholder
account for the use of DST's shareholder accounting system. The Fund
also pays DST $1.10 per closed shareholder account. The Fund pays DST
for the use of its portfolio and fund accounting system, a monthly fee
of $250 to $1,250, based on the number of Janus funds using the system
and an asset charge of $1 per million dollars of net assets (not to
exceed $500 per month).

The Trustees have authorized the Fund to use another affiliate of DST
as introducing broker for certain Fund transactions as a means to
reduce Fund expenses through credits against the charges of DST and
its affiliates with regard to commissions earned by such affiliate.
See "Portfolio Transactions and Brokerage."

Janus Distributors, Inc. ("Janus Distributors"), 100 Fillmore Street,
Denver, Colorado 80206-4928, a wholly-owned subsidiary of Janus
Capital, is a distributor of the Fund. Janus Distributors is
registered as a broker-dealer under the Securities Exchange Act of
1934 (the "Exchange Act") and is a member of the National Association
of Securities Dealers, Inc.

65
<PAGE>
Portfolio transactions and brokerage

Decisions as to the assignment of portfolio business for the Fund and
negotiation of its commission rates are made by Janus Capital whose
policy is to obtain the "best execution" (prompt and reliable
execution at the most favorable security price) of all portfolio
transactions.

The Fund generally buys and sells securities in principal and agency
transactions in which no commissions are paid. However, the Fund may
engage an agent and pay commissions for such transactions if Janus
Capital believes that the net result of the transaction to the Fund
will be no less favorable than that of contemporaneously available
principal transactions.

Janus Capital may use research products and services in servicing
other accounts in addition to the Fund. If Janus Capital determines
that any research product or service has a mixed use, such that it
also serves functions that do not assist in the investment
decision-making process, Janus Capital may allocate the costs of such
service or product accordingly. Only that portion of the product or
service that Janus Capital determines will assist it in the investment
decision-making process may be paid for in brokerage commission
dollars. Such allocation may create a conflict of interest for Janus
Capital.

Janus Capital may consider sales of Fund shares or shares of other
Janus funds by a broker-dealer or the recommendation of a
broker-dealer to its customers that they purchase such shares as a
factor in the selection of broker-dealers to execute Fund
transactions. Janus Capital may also consider payments made by brokers
effecting transactions for a Fund i) to the Fund or ii) to other
persons on behalf of the Fund for services provided to the Fund for
which it would be obligated to pay. In placing portfolio business with
such broker-dealers, Janus Capital will seek the best execution of
each transaction.

When the Fund purchases or sells a security in the over-the-counter
market, the transaction takes place directly with a principal
market-maker, without the use of a broker, except in those
circumstances where in the opinion of Janus Capital better prices and
executions will be achieved through the use of a broker.

66
<PAGE>
Trustees and officers

The following are the names of the Trustees and officers of Janus
Adviser Series, a Delaware business trust of which the Fund is a
series, together with a brief description of their principal
occupations during the last five years.

Gary O. Loo, Age 60 - Trustee
102 N. Cascade Avenue, Suite 500
Colorado Springs, CO 80903
--------------------------------------------------------------------------------
Trustee of Janus Investment Fund and Janus Aspen Series. President and
a Director of High Valley Group, Inc., Colorado Springs, CO
(investments).

Dennis B. Mullen, Age 57 - Trustee
7500 E. McCormick Parkway, #24
Scottsdale, AZ 85258
--------------------------------------------------------------------------------
Trustee of Janus Investment Fund and Janus Aspen Series. Private
Investor. Formerly (1997-1998), Chief Financial Officer - Boston
Market Concepts, Boston Chicken, Inc., Golden, CO (restaurant chain);
(1993-1997), President and Chief Executive Officer of BC Northwest,
L.P., a franchise of Boston Chicken, Inc., Bellevue, WA (restaurant
chain).

--------------------------------------------------------------------------------
*Interested person of the Trust and Janus Capital.

67
<PAGE>

Martin H. Waldinger, Age 62 - Trustee
4940 Sandshore Court
San Diego, CA 92130
--------------------------------------------------------------------------------
Trustee of Janus Investment Fund and Janus Aspen Series. Private
Consultant. Formerly (1993 to 1996), Director of Run Technologies,
Inc., a software development firm, San Carlos, CA.

J. Eric Thorderson, Age 39 - Executive Vice President and portfolio manager of
Janus Adviser Money Market Fund
100 Fillmore Street
Denver, CO 80206-4928
--------------------------------------------------------------------------------
Executive Vice President and portfolio manager of Janus Aspen Series
and Janus Investment Fund. Vice President of Janus Capital. Formerly,
a research analyst at Janus Capital (1996-1999). Formerly, a portfolio
manager for USAA Investment Management Company (1991-1996).

Thomas A. Early, Age 46 - Vice President and General Counsel*
100 Fillmore Street
Denver, CO 80206-4928
--------------------------------------------------------------------------------
Vice President and General Counsel of Janus Investment Fund and Janus
Aspen Series. Vice President, General Counsel and Secretary of Janus
Capital, Janus Distributors, Inc. and The Janus Foundation. Vice
President, General Counsel, Secretary and Director of Janus Service
Corporation and Janus Capital International, Ltd. Vice President,
General Counsel and Director of Janus International Limited and Janus
International (Asia) Limited. Interim Financial Officer of Janus
International Limited. Director of Janus World Funds Plc and Janus
Capital Trust Manager Limited. Formerly (1997 to 1998), Executive Vice
President and General Counsel of Prudential Investments Fund
Management LLC, Newark, NJ. Formerly (1994 to 1997), Vice President
and General Counsel of Prudential Retirement Services, Newark, NJ.

Bonnie M. Howe, Age 35 - Vice President*
100 Fillmore Street
Denver, CO 80206-4928
--------------------------------------------------------------------------------
Vice President of Janus Investment Fund and Janus Aspen Series. Vice
President and Assistant General Counsel of Janus Capital and Janus
Service Corporation.

--------------------------------------------------------------------------------
*Interested person of the Trust and Janus Capital.

68
<PAGE>

Glenn P. O'Flaherty, Age 42 - Treasurer and Chief Accounting Officer*
100 Fillmore Street
Denver, CO 80206-4928
--------------------------------------------------------------------------------
Treasurer and Chief Accounting Officer of Janus Investment Fund and
Janus Aspen Series. Vice President of Janus Capital. Formerly
(1991-1997), Director of Fund Accounting, Janus Capital.

Heidi J. Walter, Age 33 - Vice President*
100 Fillmore Street
Denver, CO 80206-4928
--------------------------------------------------------------------------------
Vice President of Janus Investment Fund and Janus Aspen Series. Vice
President and Assistant General Counsel of Janus Capital and Janus
Service Corporation. Formerly (1995-1999), Vice President and Senior
Legal Counsel at Stein Roe and Farnham Incorporated.
--------------------------------------------------------------------------------
*Interested person of the Trust and Janus Capital.

The Trustees are responsible for major decisions relating to the
Fund's objective, policies and techniques. The Trustees also supervise
the operation of the Fund by its officers and review the investment
decisions of the officers although they do not actively participate on
a regular basis in making such decisions.

The Money Market Funds Committee, consisting of Messrs. Loo, Mullen
and Rothe, monitors the compliance with policies and procedures
adopted particularly for money market funds.

The following table shows the aggregate compensation that the Funds
are expected to receive and the aggregate compensation paid to each
Trustee by other funds advised and sponsored by Janus Capital
(collectively, the "Janus Funds") for the periods indicated. None of
the Trustees receive pension or retirement benefits from the Fund or
the Janus Funds.

<TABLE>
<CAPTION>
Aggregate Compensation Total Compensation
from the Fund for from the Janus Funds for
fiscal year ended calendar year ended
Name of Person, Position July 31, 2001** December 31, 2000***
----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Thomas H. Bailey, Chairman and Trustee* $ 0 $ 0
William D. Stewart, Trustee $43 $120,667
Gary O. Loo, Trustee $88 $120,667
Dennis B. Mullen, Trustee $88 $120,667
Martin H. Waldinger, Trustee $43 $120,667
James T. Rothe, Trustee $88 $120,667
</TABLE>

* An interested person of the Fund and of Janus Capital. Compensated by Janus
Capital and not the Fund.
** Since the Fund commenced operations on August 1, 2000, the aggregate
compensation for the Fund is estimated for the fiscal year ending July 31,
2001.
*** As of December 31, 2000, Janus Funds consisted of three registered
investment companies comprised of a total of 49 funds.

69
<PAGE>
Purchase of Shares

Shares of the Fund can be purchased only through institutional
channels such as retirement plans, brokers, bank trust departments,
financial advisers or similar financial intermediaries. Certain
designated organizations are authorized to receive purchase orders on
the Fund's behalf, and those organizations are authorized to designate
their agents and affiliates as intermediaries to receive purchase
orders. Purchase orders are deemed received by the Fund when
authorized organizations, their agents or affiliates receive the
order. The Fund is not responsible for the failure of any designated
organization or its agents or affiliates to carry out its obligations
to its customers. Shares of the Fund are purchased at the NAV per
share as determined at the close of regular trading session of the New
York Stock Exchange next occurring after a purchase order is received
and accepted by the Fund or its authorized agent. In order to receive
a day's dividend, your order must be received by the close of the
regular trading session of the NYSE. Your plan documents contain
detailed information about investing in the Fund.

70
<PAGE>
Distribution plan

Under a distribution plan ("Plan") adopted in accordance with Rule
12b-1 under the Investment Company Act of 1940 (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 initial class of the Fund. Under the terms of the Plan, the Trust
is authorized to make payments to Janus Distributors for remittance to
retirement and pension plan service providers, bank trust departments,
brokers, financial advisers and other financial intermediaries as
compensation for distribution and shareholder servicing performed by
such service providers. The Plan is a compensation type plan and
permits the payment at an annual rate of up to 0.25% of the average
daily net assets of the initial class of the Fund for activities which
are primarily intended to result in sales of the Fund, including but
not limited to preparing, printing and distributing prospectuses,
statements of additional information, shareholder reports, and
educational materials to prospective and existing investors;
responding to inquiries by investors; receiving and answering
correspondence and similar activities. Payments under the Plan are not
tied exclusively to actual distribution and service expenses, and the
payments may exceed distribution and service expenses actually
incurred. On April 3, 2000, Trustees unanimously approved the Plan
which became effective on that date. The Plan and any Rule 12b-1
related agreement that is entered into by the Fund or Janus
Distributors in connection with the Plan will continue in effect for a
period of more than one year only so long as continuance is
specifically approved at least annually by a vote of a majority of the
Trustees, and of a majority of the Trustees who are not interested
persons (as defined in the 1940 Act) of the Trust and who have no
direct or indirect financial interest in the operation of the Plan or
any related agreements ("12b-1 Trustees"). All material amendments to
the Plan must be approved by a majority vote of the Trustees,
including a majority of the 12b-1 Trustees, at a meeting called for
that purpose. In addition, the Plan may be terminated at any time,
without penalty, by vote of a majority of the outstanding shares of
the class of the Fund or by vote of a majority of 12b-1 Trustees.

71
<PAGE>
Redemption of Shares

Redemptions, like purchases, may only be effected through
institutional channels such as retirement plans, brokers, bank trust
departments, financial advisers and other financial intermediaries.
Certain designated organizations are authorized to receive redemption
orders on the Fund's behalf and those organizations are authorized to
designate their agents and affiliates as intermediaries to receive
redemption orders. Redemption orders are deemed received by the Fund
when authorized organizations, their agents or affiliates receive the
order. The Fund is not responsible for the failure of any designated
organization or its agents or affiliates to carry out its obligations
to its customers. Shares normally will be redeemed for cash, although
the Fund retains the right to redeem some or all of the shares in kind
under unusual circumstances, in order to protect the interests of
remaining shareholders, or to accommodate a request by a particular
shareholder that does not adversely affect the interest of the
remaining shareholders, by delivery of securities selected from its
assets at its discretion. However, the Fund is governed by Rule 18f-1
under the 1940 Act, which requires the Fund to redeem shares solely in
cash up to the lesser of $250,000 or 1% of the net asset value of the
Fund during any 90-day period for any one shareholder. Should
redemptions by any shareholder exceed such limitation, the Fund will
have the option of redeeming the excess in cash or in kind. If shares
are redeemed in kind, the redeeming shareholder might incur brokerage
costs in converting the assets to cash. The method of valuing
securities used to make redemptions in kind will be the same as the
method of valuing portfolio securities described under "Determination
of Net Asset Value" and such valuation will be made as of the same
time the redemption price is determined.

The right to require the Fund to redeem its shares may be suspended,
or the date of payment may be postponed, whenever (1) trading on the
NYSE is restricted, as determined by the SEC, or the NYSE is closed
except for holidays and weekends, (2) the SEC permits such suspension
and so orders, or (3) an emergency exists as determined by the SEC so
that disposal of securities or determination of NAV is not reasonably
practicable.

72
<PAGE>
Dividends and tax status

Dividends representing substantially all of the net investment income
and any net realized gains on sales of securities are declared daily,
Saturdays, Sundays and holidays included, and distributed on the last
business day of each month. If a month begins on a Saturday, Sunday,
or holiday, dividends for those days are declared at the end of the
preceding month and distributed on the first business day of the
month. The Fund intends to qualify as a regulated investment company
by satisfying certain requirements prescribed by Subchapter M of the
Internal Revenue Code. Accordingly, the Fund will invest no more than
25% of its total assets in a single issuer (other than U.S. government
securities).

All income dividends on the Fund's shares are reinvested automatically
in additional shares of the Fund at the NAV determined on the first
business day following the record date.

Some money market securities employ a trust or other similar structure
to modify the maturity, price characteristics, or quality of financial
assets. For example, put features can be used to modify the maturity
of a security, or interest rate adjustment features can be used to
enhance price stability. If the structure does not perform as
intended, adverse tax or investment consequences may result. Neither
the Internal Revenue Service nor any other regulatory authority has
ruled definitively on certain legal issues presented by structured
securities. Future tax or other regulatory determinations could
adversely affect the value, liquidity, or tax treatment of the income
received from these securities or the nature and timing of
distributions made by a Fund.

Income dividends or capital gains distributions made by the shares of
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.

73
<PAGE>
Principal shareholders

The officers and Trustees of the Fund cannot directly own shares of
the Fund. Shares can be purchased only through retirement plans,
brokers, bank trust departments, financial advisers or similar
financial intermediaries. As a result, such officers and Trustees as a
group own less than 1% of the outstanding shares of the Fund. As of
December 4, 2000, the percentage ownership of each entity owning more
than 5% of the outstanding shares is listed below:

Circle Trust Company, Metro Center, One Station Place, Stamford, CT
06902-6800:

<TABLE>
<S> <C>
FBO Gerson Company 7.58%
FBO Gold Banc Corp., Inc. 9.31%
FBO Interstate Supply Company & Retirement Plan 7.41%
FBO Investors, Inc. 10.42%
FBO Lintecum & Nickell PC 5.30%
FBO Sedan Floral, Inc. 6.29%
</TABLE>

Circle Trust Company, 8515 E. Orchard Road, Englewood, CO 80111-5037:

<TABLE>
<S> <C>
FBO Kansas Agencies & Investments, Inc. 5.17%
</TABLE>

To the knowledge of the Fund, no other shareholder owned more than 5%
of the outstanding shares of the Fund as of December 4, 2000.

74
<PAGE>
Miscellaneous information

The Fund is an open-end management investment company registered under
the 1940 Act as a series of the Trust, which was organized as a
Delaware business trust on March 24, 2000. The Trust Instrument
permits the Trustees to issue an unlimited number of shares of
beneficial interest from an unlimited number of series and classes of
shares. As of the date of this SAI, the Trust consists of eleven
series of shares, known as "Funds," each of which consists of one
class of shares. Additional series and/or classes may be created from
time to time.

The Fund was formed from the reorganization of the Retirement Shares
of the Money Market Portfolio of Janus Aspen Series into the Fund on
July 31, 2000.

SHARES OF THE TRUST

The Trust is authorized to issue an unlimited number of shares of
beneficial interest with a par value of $0.001 per share for each
series of the Trust. Shares of each series of the Trust are fully paid
and nonassessable when issued. The shares of the Fund participate
equally in dividends and other distributions by the Fund, and in
residual assets of the Fund in the event of liquidation. Shares of the
Fund have no preemptive, conversion or subscription rights.

SHAREHOLDER MEETINGS

The Trust does not intend to hold annual shareholder meetings.
However, special meetings may be called for the Fund or for the Trust
as a whole for purposes such as electing or removing Trustees,
terminating or reorganizing the Trust, changing fundamental policies,
or for any other purpose requiring a shareholder vote under the 1940
Act. Separate votes are taken by each Fund or class only if a matter
affects or requires the vote of only that Fund or class or that Fund's
or class' interest in the matter differs from the interest of the
other Funds or class of the Trust. A shareholder is entitled to one
vote for each share owned.

VOTING RIGHTS

The Trustees are responsible for major decisions relating to the
Fund's policies and objectives; the Trustees oversee the operation of
the Fund by its officers.

As mentioned in "Shareholder Meetings", each share of each series of
the Trust has one vote (and fractional votes for fractional shares).
Shares of all series of the Trust have noncumulative voting rights,
which means that the holders of more than 50% of the shares of all
series of the Trust voting for the election of Trustees can elect 100%
of the Trustees if they choose to do so and, in such event, the
holders of the remaining shares will not be able to elect any
Trustees. Each Fund or class of the Trust will vote separately only
with respect to those matters that affect only that Fund or class or
if an interest of the Fund or class in the matter differs from the
interests of other Funds or classes of the Trust.

75
<PAGE>

INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP, 1670 Broadway, Suite 1000, Denver,
Colorado 80202, independent accountants for the Fund, audit the Fund's
annual financial statements and prepare its tax returns.

REGISTRATION STATEMENT

The Trust has filed with the Securities and Exchange Commission,
Washington, D.C., a Registration Statement under the Securities Act of
1933, as amended, with respect to the securities to which this SAI
relates. If further information is desired with respect to the Fund or
such securities, reference is made to the Registration Statement and
the exhibits filed as a part thereof.

76
<PAGE>
Financial statements

DOCUMENTS INCORPORATED BY REFERENCE TO THE ANNUAL REPORT

Schedules of Investments as of December 31, 1999

Statements of Operations for the period ended December 31, 1999

Statements of Assets and Liabilities as of December 31, 1999

Statements of Changes in Net Assets for the periods ended December 31,
1999 and 1998

Financial Highlights for each of the periods indicated

Notes to Financial Statements

Report of Independent Accountants

The portions of the Annual Report that are not specifically listed above are not
incorporated by reference into this Statement of Additional Information and are
not part of the Registration Statement.

The following audited financial statements for Janus Aspen Series for
the period January 1, 2000 to July 31, 2000 are included into this
Statement of Additional Information on pages 83-156.

Schedules of Investments as of July 31, 2000

Statements of Operations for the period ended July 31, 2000

Statements of Assets and Liabilities as of July 31, 2000

Statements of Changes in Net Assets for the period ended July 31, 2000

Financial Highlights for each of the periods indicated

Notes to Financial Statements

Report of Independent Accountants

77
<PAGE>
Appendix A

DESCRIPTION OF SECURITIES RATINGS

Moody's and Standard & Poor's

MUNICIPAL AND CORPORATE BONDS AND MUNICIPAL LOANS

The two highest ratings of Standard & Poor's Ratings Services ("S&P")
for municipal and corporate bonds are AAA and AA. Bonds rated AAA have
the highest rating assigned by S&P to a debt obligation. Capacity to
pay interest and repay principal is extremely strong. Bonds rated AA
have a very strong capacity to pay interest and repay principal and
differ from the highest rated issues only in a small degree. The AA
rating may be modified by the addition of a plus (+) or minus (-) sign
to show relative standing within that rating category.

The two highest ratings of Moody's Investors Service, Inc. ("Moody's")
for municipal and corporate bonds are Aaa and Aa. Bonds rated Aaa are
judged by Moody's to be of the best quality. Bonds rated Aa are judged
to be of high quality by all standards. Together with the Aaa group,
they comprise what are generally known as high-grade bonds. Moody's
states that Aa bonds are rated lower than the best bonds because
margins of protection or other elements make long-term risks appear
somewhat larger than Aaa securities. The generic rating Aa may be
modified by the addition of the numerals 1, 2 or 3. The modifier 1
indicates that the security ranks in the higher end of the Aa rating
category; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates that the issue ranks in the lower end of such
rating category.

SHORT TERM MUNICIPAL LOANS

S&P's highest rating for short-term municipal loans is SP-1. S&P
states that short-term municipal securities bearing the SP-1
designation have a strong capacity to pay principal and interest.
Those issues rated SP-1 which are determined to possess a very strong
capacity to pay debt service will be given a plus (+) designation.
Issues rated SP-2 have satisfactory capacity to pay principal and
interest with some vulnerability to adverse financial and economic
changes over the term of the notes.

Moody's highest rating for short-term municipal loans is MIG-1/VMIG-1.
Moody's states that short-term municipal securities rated MIG-1/VMIG-1
are of the best quality, enjoying strong protection from established
cash flows of funds for their servicing or from established and
broad-based access to the market for refinancing, or both. Loans
bearing the MIG-2/VMIG-2 designation are of high quality, with margins
of protection ample although not so large as in the MIG-1/VMIG-1
group.

OTHER SHORT-TERM DEBT SECURITIES

Prime-1 and Prime-2 are the two highest ratings assigned by Moody's
for other short-term debt securities and commercial paper, and A-1 and
A-2 are the two highest ratings for commercial paper assigned by S&P.
Moody's uses the numbers 1, 2 and 3 to denote relative strength within
its highest classification of Prime, while S&P uses the numbers 1, 2
and 3 to denote relative strength within its highest classification of
A. Issuers rated Prime-1 by Moody's have a superior ability for
repayment of senior short-term debt obligations and have many of the
following characteristics: leading market positions in
well-established industries, high rates of return on funds employed,
conservative capitalization structure with moderate reliance on debt
and ample asset protection, broad margins in earnings coverage of
fixed financial charges and high internal cash generation, and well
established access to a range of financial markets and assured sources
of alternate liquidity. Issuers rated Prime-2 by Moody's have a strong
ability for repayment of senior short-term debt obligations and
display many of the same characteristics displayed by issuers rated
Prime-1, but to a lesser degree. Issuers rated A-1 by S&P carry a
strong degree of safety regarding timely

78
<PAGE>

repayment. Those issues determined to possess extremely strong safety
characteristics are denoted with a plus (+) designation. Issuers rated
A-2 by S&P carry a satisfactory degree of safety regarding timely
repayment.

FITCH

<TABLE>
<S> <C>
BOND RATING EXPLANATION
-----------------------------------------------------------------------------------------
F-1+........................ Exceptionally strong credit quality. Issues assigned this
rating are regarded as having the strongest degree of
assurance for timely payment.
F-1......................... Very strong credit quality. Issues assigned this rating
reflect an assurance for timely payment only slightly less
in degree than issues rated F-1+.
F-2......................... Good credit quality. Issues assigned this rating have a
satisfactory degree of assurance for timely payments, but
the margin of safety is not as great as the F-1+ and F-1
ratings.
</TABLE>

THOMSON BANKWATCH, INC.

<TABLE>
<S> <C>
BOND RATING EXPLANATION
-----------------------------------------------------------------------------------------
TBW-1....................... The highest category; indicates a very high degree of
likelihood that principal and interest will be paid on a
timely basis.
TBW-2....................... The second highest category; while the degree of safety
regarding timely repayment of principal and interest is
strong, the relative degree of safety is not as high as for
issues rated TBW-1.
TBW-3....................... The lowest investment grade category; indicates that while
more susceptible to adverse developments (both internal and
external) than obligations with higher ratings, capacity to
service principal and interest in a timely fashion is
considered adequate.
TBW-4....................... The lowest rating category; this rating is regarded as
non-investment grade and therefore speculative.
</TABLE>

79
<PAGE>
Appendix B

DESCRIPTION OF MUNICIPAL SECURITIES

MUNICIPAL NOTES generally are used to provide for short-term capital
needs and usually have maturities of one year or less. They include
the following:

1. Project Notes, which carry a U.S. government guarantee, are issued
by public bodies (called "local issuing agencies") created under the
laws of a state, territory, or U.S. possession. They have maturities
that range up to one year from the date of issuance. Project Notes are
backed by an agreement between the local issuing agency and the
Federal Department of Housing and Urban Development. These Notes
provide financing for a wide range of financial assistance programs
for housing, redevelopment, and related needs (such as low-income
housing programs and renewal programs).

2. Tax Anticipation Notes are issued to finance working capital needs
of municipalities. Generally, they are issued in anticipation of
various seasonal tax revenues, such as income, sales, use and business
taxes, and are payable from these specific future taxes.

3. Revenue Anticipation Notes are issued in expectation of receipt of
other types of revenues, such as Federal revenues available under the
Federal Revenue Sharing Programs.

4. Bond Anticipation Notes are issued to provide interim financing
until long-term financing can be arranged. In most cases, the
long-term bonds then provide the money for the repayment of the Notes.

5. Construction Loan Notes are sold to provide construction financing.
After successful completion and acceptance, many projects receive
permanent financing through the Federal Housing Administration under
Fannie Mae or Ginnie Mae.

6. Tax-Exempt Commercial Paper is a short-term obligation with a
stated maturity of 365 days or less. It is issued by agencies of state
and local governments to finance seasonal working capital needs or as
short-term financing in anticipation of longer term financing.

MUNICIPAL BONDS, which meet longer term capital needs and generally
have maturities of more than one year when issued, have three
principal classifications:

1. General Obligation Bonds are issued by such entities as states,
counties, cities, towns, and regional districts. The proceeds of these
obligations are used to fund a wide range of public projects,
including construction or improvement of schools, highways and roads,
and water and sewer systems. The basic security behind General
Obligation Bonds is the issuer's pledge of its full faith and credit
and taxing power for the payment of principal and interest. The taxes
that can be levied for the payment of debt service may be limited or
unlimited as to the rate or amount of special assessments.

2. Revenue Bonds in recent years have come to include an increasingly
wide variety of types of municipal obligations. As with other kinds of
municipal obligations, the issuers of revenue bonds may consist of
virtually any form of state or local governmental entity, including
states, state agencies, cities, counties, authorities of various
kinds, such as public housing or redevelopment authorities, and
special districts, such as water, sewer or sanitary districts.
Generally, revenue bonds are secured by the revenues or net revenues
derived from a particular facility, group of facilities, or, in some
cases, the proceeds of a special excise or other specific revenue
source. Revenue bonds are issued to finance a wide variety of capital
projects including electric, gas, water and sewer systems; highways,
bridges, and tunnels; port and airport facilities; colleges and
universities; and hospitals. Many of these bonds provide additional
security in the form of a debt service reserve fund to be used to make
principal and interest payments. Various forms of credit enhancement,
such as a bank letter of credit or municipal bond insurance, may also
be employed in revenue bond issues. Housing authorities have a wide
range of security, including partially or fully insured mortgages,
rent subsidized and/or collateralized mortgages, and/or the net
revenues from housing or other

80
<PAGE>

public projects. Some authorities provide further security in the form
of a state's ability (without obligation) to make up deficiencies in
the debt service reserve fund.

In recent years, revenue bonds have been issued in large volumes for
projects that are privately owned and operated (see 3 below).

3. Private Activity Bonds are considered municipal bonds if the
interest paid thereon is exempt from Federal income tax and are issued
by or on behalf of public authorities to raise money to finance
various privately operated facilities for business and manufacturing,
housing and health. These bonds are also used to finance public
facilities such as airports, mass transit systems and ports. The
payment of the principal and interest on such bonds is dependent
solely on the ability of the facility's user to meet its financial
obligations and the pledge, if any, of real and personal property as
security for such payment.

While, at one time, the pertinent provisions of the Internal Revenue
Code permitted private activity bonds to bear tax-exempt interest in
connection with virtually any type of commercial or industrial project
(subject to various restrictions as to authorized costs, size
limitations, state per capita volume restrictions, and other matters),
the types of qualifying projects under the Code have become
increasingly limited, particularly since the enactment of the Tax
Reform Act of 1986. Under current provisions of the Code, tax-exempt
financing remains available, under prescribed conditions, for certain
privately owned and operated rental multi-family housing facilities,
nonprofit hospital and nursing home projects, airports, docks and
wharves, mass commuting facilities and solid waste disposal projects,
among others, and for the refunding (that is, the tax-exempt
refinancing) of various kinds of other private commercial projects
originally financed with tax-exempt bonds. In future years, the types
of projects qualifying under the Code for tax-exempt financing are
expected to become increasingly limited.

Because of terminology formerly used in the Internal Revenue Code,
virtually any form of private activity bond may still be referred to
as an "industrial development bond," but more and more frequently
revenue bonds have become classified according to the particular type
of facility being financed, such as hospital revenue bonds, nursing
home revenue bonds, multi-family housing revenues bonds, single family
housing revenue bonds, industrial development revenue bonds, solid
waste resource recovery revenue bonds, and so on.

OTHER MUNICIPAL OBLIGATIONS, incurred for a variety of financing
purposes, include: municipal leases, which may take the form of a
lease or an installment purchase or conditional sale contract, are
issued by state and local governments and authorities to acquire a
wide variety of equipment and facilities such as fire and sanitation
vehicles, telecommunications equipment and other capital assets.
Municipal leases frequently have special risks not normally associated
with general obligation or revenue bonds. Leases and installment
purchase or conditional sale contracts (which normally provide for
title to the leased asset to pass eventually to the government issuer)
have evolved as a means for governmental issuers to acquire property
and equipment without meeting the constitutional and statutory
requirements for the issuance of debt. The debt-issuance limitations
of many state constitutions and statutes are deemed to be inapplicable
because of the inclusion in many leases or contracts of
"non-appropriation" clauses that provide that the governmental issuer
has no obligation to make future payments under the lease or contract
unless money is appropriated for such purpose by the appropriate
legislative body on a yearly or other periodic basis. To reduce this
risk, the Fund will only purchase municipal leases subject to a
non-appropriation clause when the payment of principal and accrued
interest is backed by an unconditional irrevocable letter of credit,
or guarantee of a bank or other entity that meets the criteria
described in the Prospectus.

81
<PAGE>

Tax-exempt bonds are also categorized according to whether the
interest is or is not includible in the calculation of alternative
minimum taxes imposed on individuals, according to whether the costs
of acquiring or carrying the bonds are or are not deductible in part
by banks and other financial institutions, and according to other
criteria relevant for Federal income tax purposes. Due to the
increasing complexity of Internal Revenue Code and related
requirements governing the issuance of tax-exempt bonds, industry
practice has uniformly required, as a condition to the issuance of
such bonds, but particularly for revenue bonds, an opinion of
nationally recognized bond counsel as to the tax-exempt status of
interest on the bonds.

<PAGE>
JANUS ASPEN SERIES

JULY 31, 2000 REPORT

<TABLE>
<S> <C>
Janus Aspen Growth Portfolio Janus Aspen International Growth Portfolio
Janus Aspen Aggressive Growth Portfolio Janus Aspen Worldwide Growth Portfolio
Janus Aspen Capital Appreciation Portfolio Janus Aspen Global Life Sciences Portfolio
Janus Aspen Balanced Portfolio Janus Aspen Global Technology Portfolio
Janus Aspen Equity Income Portfolio Janus Aspen Flexible Income Portfolio
Janus Aspen Growth and Income Portfolio Janus Aspen High-Yield Portfolio
Janus Aspen Strategic Value Portfolio Janus Aspen Money Market Portfolio
</TABLE>

[JANUS LOGO]
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
JANUS ASPEN SERIES
Schedules of Investments
Growth Portfolio ..........................85
Aggressive Growth Portfolio ...............88
Capital Appreciation Portfolio ............90
Balanced Portfolio ........................91
Equity Income Portfolio ...................95
Growth and Income Portfolio ...............98
Strategic Value Portfolio ................101
International Growth Portfolio ...........103
Worldwide Growth Portfolio ...............107
Global Life Sciences Portfolio ...........111
Global Technology Portfolio ..............113
Flexible Income Portfolio ................116
High-Yield Portfolio .....................119
Money Market Portfolio ...................121
Statements of Operations ....................122
Statements of Assets & Liabilities ..........124
Statements of Changes in Net Assets .........126
Financial Highlights ........................130
Notes to Schedules of Investments ...........145
Notes to Financial Statements ...............146
Explanations of Charts, Tables
and Financial Statements ..................151
Report of Independent Accountants ...........154
Results of Shareholder Vote .................155
</TABLE>

[JANUS LOGO]
<PAGE>

JANUS ASPEN GROWTH PORTFOLIO

SCHEDULE OF INVESTMENTS

<TABLE>
<CAPTION>
Shares or Principal Amount Market Value
------------------------------------------------------------------------------------
<S> <C>
Common Stock - 90.8%
Aerospace and Defense - 0.8%
277,825 Boeing Co. ..................................... $ 13,613,425
710,550 Lockheed Martin Corp. .......................... 19,984,219
33,597,644

Beverages - Non-Alcoholic - 0.4%
781,640 Coca-Cola Enterprises, Inc. .................... 14,997,718

Broadcast Services and Programming - 3.4%
2,739,240 AT&T Corp./Liberty Media Group - Class A* ...... 60,948,090
1,046,700 Clear Channel Communications, Inc.* ............ 79,745,456
140,693,546

Cable Television - 4.2%
240,120 Adelphia Communications Corp. - Class A* ....... 8,464,230
341,000 Charter Communications, Inc. - Class A* ........ 4,496,937
4,339,430 Comcast Corp. - Special Class A* ............... 147,608,423
4,885,741 Telewest Communications PLC*,** ................ 12,659,066
173,228,656

Casino Hotels - 0.4%
1,285,680 Park Place Entertainment Corp.* ................ 16,151,355

Cellular Telecommunications - 1.9%
665,320 Nextel Communications, Inc. - Class A* ......... 37,216,338
1,204 NTT DoCoMo, Inc.** ............................. 30,216,374
131,765 Sprint Corp./PCS Group* ........................ 7,280,016
109,283 Winstar Communications, Inc.* .................. 3,305,811
78,018,539

Circuits - 6.1%
304,620 Integrated Device Technology, Inc.* ............ 16,144,860
2,162,800 Linear Technology Corp. ........................ 119,494,700
1,766,800 Maxim Integrated Products, Inc. ................ 116,719,225
252,358,785

Commercial Banks - 0.3%
22,435 M&T Bank Corp. ................................. 10,599,135

Commercial Services - 0.6%
560,432 Paychex, Inc. .................................. 25,639,764

Computer Data Security - 1.7%
447,158 VeriSign, Inc.* ................................ 70,958,385

Computers - Memory Devices - 2.7%
1,162,845 EMC Corp.* ..................................... 98,987,181
118,077 VERITAS Software Corp.* ........................ 12,036,474
111,023,655

Computers - Micro - 2.8%
329,785 Apple Computer, Inc.* .......................... 16,757,200
911,435 Sun Microsystems, Inc.* ........................ 96,099,428
112,856,628

Cosmetics and Toiletries - 1.3%
600,175 Colgate-Palmolive Co. .......................... 33,422,245
364,175 Procter & Gamble Co. ........................... 20,712,453
54,134,698

Cruise Lines - 0.6%
444,975 Carnival Corp. ................................. 8,315,470
746,830 Royal Caribbean Cruises, Ltd. .................. 14,843,246
23,158,716

Data Processing and Management - 0.5%
448,070 Automatic Data Processing, Inc. ................ 22,207,469

Distribution and Wholesale - 0.7%
936,835 Costco Wholesale Corp.* ........................ 30,505,690

Diversified Financial Services - 0.1%
88,255 Household International, Inc. .................. $ 3,932,863

Diversified Operations - 2.7%
2,147,095 General Electric Co. ........................... 110,441,199

E-Commerce - 0.3%
262,060 eBay, Inc.* .................................... 13,103,000

Electronic Components - 0.7%
99,000 Murata Manufacturing Company, Ltd.** ........... 11,745,235
683,000 NEC Corp.** .................................... 18,200,643
29,945,878

Electronic Components - Semiconductors - 3.8%
82,490 Advanced Micro Devices, Inc.* .................. 5,934,124
89,060 Applied Micro Circuits Corp.* .................. 13,292,205
311,110 Conexant Systems, Inc.* ........................ 9,955,520
69,105 PMC-Sierra, Inc.* .............................. 13,397,732
1,905,780 Texas Instruments, Inc. ........................ 111,845,464
154,425,045

Enterprise Software and Services - 1.6%
701,805 BEA Systems, Inc.* ............................. 30,221,478
265,983 i2 Technologies, Inc.* ......................... 34,511,294
64,732,772

Fiber Optics - 0.9%
119,337 JDS Uniphase Corp.* ............................ 14,096,683
70,870 SDL, Inc.* ..................................... 24,596,319
38,693,002

Finance - Credit Card - 2.1%
1,511,340 American Express Co. ........................... 85,674,086

Finance - Investment Bankers/Brokers - 5.3%
3,329,351 Charles Schwab Corp. ........................... 120,272,805
755,750 Merrill Lynch & Company, Inc. .................. 97,680,688
217,953,493

Hotels and Motels - 0.3%
308,935 Starwood Hotels & Resorts Worldwide, Inc.* ..... 10,542,407

Identification Systems and Devices - 0.8%
798,897 Symbol Technologies, Inc. ...................... 31,856,018

Instruments - Scientific - 1.0%
1,065,570 Dionex Corp.* .................................. 27,704,820
149,450 PE Corp./PE Biosystems Group ................... 13,030,172
40,734,992

Internet Content - 0.1%
67,900 Softbank Corp.** ............................... 5,669,882

Internet Software - 2.4%
374,015 America Online, Inc.* .......................... 19,939,675
777,975 Exodus Communications, Inc.* ................... 34,571,264
167,600 Inktomi Corp.* ................................. 17,933,200
255,195 TIBCO Software, Inc.* .......................... 26,285,085
98,729,224

Leisure and Recreation Products - 0.6%
2,838,283 EMI Group PLC** ................................ 26,355,576

Life and Health Insurance - 2.2%
606,395 John Hancock Financial Services, Inc.* ......... 14,326,082
3,051,293 Prudential PLC** ............................... 41,632,013
984,560 StanCorp Financial Group, Inc. ................. 33,967,320
89,925,415

Medical - Biomedical and Genetic - 0.6%
164,810 Genentech, Inc.* ............................... 25,071,721
</TABLE>

See Notes to Schedules of Investments.

Janus Aspen Series/July 31, 2000 85

<PAGE>

JANUS ASPEN GROWTH PORTFOLIO

SCHEDULE OF INVESTMENTS

<TABLE>
<CAPTION>
Shares or Principal Amount Market Value
------------------------------------------------------------------------------------
<S> <C>
Medical Instruments - 0.2%
175,190 Medtronic, Inc. ................................ $ 8,945,639

Money Center Banks - 2.9%
2,286,415 Bank of New York Company, Inc. ................. 107,032,802
219,997 Chase Manhattan Corp. .......................... 10,931,101
117,963,903

Multimedia - 10.0%
3,839,211 Time Warner, Inc. .............................. 294,419,494
1,796,870 Viacom, Inc. - Class B* ........................ 119,154,942
413,574,436

Networking Products - 3.6%
2,258,468 Cisco Systems, Inc.* ........................... 147,788,500

Oil Companies - Integrated - 0.1%
89,105 Coastal Corp. .................................. 5,145,814

Optical Supplies - 0.4%
244,525 Allergan, Inc. ................................. 16,367,892

Pipelines - 3.7%
287,120 El Paso Energy Corp. ........................... 13,889,430
1,846,720 Enron Corp. .................................... 135,964,760
149,854,190

Publishing - Newspapers - 0.3%
256,330 New York Times Co. - Class A .................. 10,557,592

Radio - 1.3%
66,850 Hispanic Broadcasting Corp.* ................... 2,544,478
1,436,640 Infinity Broadcasting Corp. - Class A* ......... 50,641,560
53,186,038

Retail - Apparel and Shoe - 0.4%
452,885 Gap, Inc. ...................................... 16,218,944

Retail - Building Products - 0.9%
723,860 Home Depot, Inc. ............................... 37,459,755

Retail - Office Supplies - 0.5%
1,548,905 Staples, Inc.* ................................. 21,394,250

Retail - Restaurants - 2.3%
2,990,885 McDonald's Corp. ............................... 94,212,878

Savings/Loan/Thrifts - 0.4%
496,375 Washington Mutual, Inc. ........................ 15,946,047

Semiconductor Equipment - 0.3%
215,550 Teradyne, Inc.* ................................ 13,660,481

Super-Regional Banks - 0.4%
229,415 Northern Trust Corp. ........................... 17,177,448

Telecommunication Equipment - 3.2%
296,197 Nokia Oyj** .................................... 13,122,060
2,061,737 Nokia Oyj (ADR)** .............................. 91,360,721
209,045 Nortel Networks Corp. - New York Shares ........ 15,547,722
661,150 Telefonaktiebolaget L.M. Ericsson A.B. (ADR) ... 12,975,069
133,005,572

Telecommunication Services - 2.3%
1,326,218 Cox Communications, Inc. - Class A* ............ 48,987,177
371,785 Level 3 Communications, Inc.* .................. 25,444,036
391,657 NTL, Inc.* ..................................... 17,649,044
92,080,257
Telephone - Integrated - 2.2%
2,609,617 Telefonica S.A.*,** ............................ 54,891,517
672,625 Telefonos de Mexico S.A. (ADR) ................. 35,396,891
90,288,408
Television - 1.2%
410,385 Univision Communications, Inc. - Class A* ...... $ 50,990,336

Wireless Equipment - 0.3%
84,420 Aether Systems, Inc.* .......................... 14,050,654
------------------------------------------------------------------------------------
Total Common Stock (cost $3,039,064,750) ......................... $3,737,785,990
------------------------------------------------------------------------------------
Corporate Bonds - 0.6%
Broadcast Services and Programming - 0%
$1,475,000 AT&T Corp./Liberty Media Group, 4.00%
convertible mortgage backed bonds
due 11/15/29 ................................. 1,985,719

Telecommunication Services - 0.6%
13,707,000 Cox Communications, Inc., 3.00%
convertible subordinated debentures
due 3/14/30 .................................. 13,192,987
14,000,000 NTL, Inc., 5.75%
convertible subordinated notes
due 12/15/09+ ................................ 9,730,000
22,922,987
------------------------------------------------------------------------------------
Total Corporate Bonds (cost $29,799,615) ......................... 24,908,706
------------------------------------------------------------------------------------
Preferred Stock - 0.1%
Cellular Telecommunications - 0.1%
22,140 Winstar Communications, Inc. - series D
convertible, 7.00% ........................... 1,107,000
2,005 Winstar Communications, Inc. - series F
convertible, 7.25% ........................... 1,804,500
------------------------------------------------------------------------------------
Total Preferred Stock (cost $4,599,376) .......................... 2,911,500
------------------------------------------------------------------------------------
U.S. Government Agencies - 5.4%
$50,000,000 Federal Home Loan Bank System, 5.84%
8/02/00 ...................................... 49,991,890
50,000,000 Federal Home Loan Bank System, 5.87%
8/18/00 ...................................... 49,849,833
50,000,000 Federal Home Loan Bank System, 5.86%
8/31/00 ...................................... 49,755,833
50,000,000 Federal Home Loan Bank System, 6.01%
9/11/00 ...................................... 49,634,986
25,000,000 Freddie Mac, 6.32%, 8/11/00 .................... 24,956,111
------------------------------------------------------------------------------------
Total U.S. Government Agencies
(amortized cost $224,188,653) .................................. 224,188,653
------------------------------------------------------------------------------------
Total Investments (total cost $3,297,652,394) - 96.9% ............ 3,989,794,849
------------------------------------------------------------------------------------
Cash, Receivables and Other Assets, net of Liabilities - 3.1% .... 128,651,676
------------------------------------------------------------------------------------
Net Assets - 100.0% .............................................. $4,118,446,525
------------------------------------------------------------------------------------
</TABLE>

See Notes to Schedules of Investments

86 Janus Aspen Series/July 31, 2000

<PAGE>

Summary of Investments by Country, July 31, 2000

<TABLE>
<CAPTION>
Country % of Investment Securities Market Value
------------------------------------------------------------------------------------
<S> <C> <C>
Canada 0.4% $ 15,547,722
Finland 2.6% 104,482,781
Japan 1.7% 65,832,134
Mexico 0.9% 35,396,891
Spain 1.4% 54,891,517
Sweden 0.3% 12,975,069
United Kingdom 2.0% 80,646,655
United States++ 90.7% 3,620,022,080
------------------------------------------------------------------------------------
Total 100.0% $3,989,794,849
</TABLE>

++Includes Short-Term Securities (85.1% excluding Short-Term Securities)

Forward Currency Contracts, Open at July 31, 2000

See Notes to Schedules of Investments.

Janus Aspen Series/July 31, 2000 87
<PAGE>

JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO

SCHEDULE OF INVESTMENTS

<TABLE>
<CAPTION>
Shares or Principal Amount Market Value
------------------------------------------------------------------------------------
<S> <C>
Common Stocks - 96.7%
Advertising Sales - 1.3%
1,445,640 Lamar Advertising Co.* ......................... $ 65,957,325

Advertising Services - 1.9%
1,330,165 TMP Worldwide, Inc.* ........................... 95,771,880

Cellular Telecommunications - 8.3%
3,685,055 Crown Castle International Corp.* .............. 125,291,870
863,065 Powertel, Inc.* ................................ 77,567,967
870,105 VoiceStream Wireless Corp.* .................... 111,590,966
1,858,890 Western Wireless Corp. - Class A* .............. 102,238,950
416,689,753

Circuit Boards - 0.4%
1,169,200 Viasystems Group, Inc.* ........................ 19,218,725

Circuits - 2.1%
1,790,225 Vitesse Semiconductor Corp.* ................... 106,742,166

Commercial Services - 5.9%
6,403,840 Paychex, Inc. .................................. 292,975,680

Computer Data Security - 4.1%
1,285,418 VeriSign, Inc.* ................................ 203,979,769

Computers - Integrated Systems - 1.7%
462,855 Brocade Communications Systems, Inc.* .......... 82,677,474

Computers - Memory Devices - 0.3%
120,630 StorageNetworks, Inc.* ......................... 13,163,749

Drug Delivery Systems - 1.8%
1,128,555 Andrx Corp.* ................................... 88,097,825

E-Commerce - 2.1%
1,166,230 eBay, Inc.* .................................... 58,311,500
2,055,480 Priceline.com, Inc.* ........................... 48,560,715
106,872,215

Electronic Components - Semiconductors - 7.4%
915,905 Applied Micro Circuits Corp.* .................. 136,698,821
271,605 Cree, Inc.* .................................... 30,538,587
1,070,490 Intersil Holding Corp.* ........................ 61,352,458
1,383,830 TriQuint Semiconductor, Inc.* .................. 53,017,987
1,156,930 Xilinx, Inc.* .................................. 86,842,058
368,449,911

Fiber Optics - 12.4%
116,515 Avanex Corp.* .................................. 14,790,123
5,504,385 Metromedia Fiber Network, Inc. - Class A* ...... 193,341,523
772,155 MRV Communications, Inc.* ...................... 44,688,471
902,175 SDL, Inc.* ..................................... 313,111,111
432,775 Sycamore Networks, Inc.* ....................... 53,366,567
619,297,795

Finance - Investment Bankers/Brokers - 0.1%
349,735 E*TRADE Group, Inc.* ........................... 5,246,025

Internet Content - 0.9%
1,209,875 DoubleClick, Inc.* ............................. 43,479,883

Internet Software - 8.7%
3,964,360 Exodus Communications, Inc.* ................... 176,166,247
1,134,960 Inktomi Corp.* ................................. 121,440,720
902,360 Liberate Technologies, Inc.* ................... 20,697,882
1,114,585 Portal Software, Inc.* ......................... 56,129,804
3,740,260 PSINet, Inc.* .................................. 65,220,784
439,655,437

Medical - Biomedical and Genetic - 5.9%
539,620 CuraGen Corp.* ................................. $ 18,718,069
904,200 Human Genome Sciences, Inc.* ................... 109,238,662
204,140 Incyte Genomics, Inc.*,# ....................... 14,509,091
586,305 Maxygen, Inc.* ................................. 36,350,910
1,233,870 Millennium Pharmaceuticals, Inc.* .............. 118,759,987
297,576,719

Medical - Drugs - 3.7%
896,015 MedImmune, Inc.* ............................... 53,312,893
1,241,320 Sepracor, Inc.* ................................ 131,269,590
184,582,483

Medical Products - 0.8%
326,165 MiniMed, Inc.* ................................. 41,117,175

Music/Clubs - 1.0%
1,104,647 SFX Entertainment, Inc.* ....................... 50,813,762

Oil - Field Services - 0.7%
896,250 Hanover Compressor Co.*,# ...................... 28,229,527
178,590 Hanover Compressor Co.* ........................ 6,094,384
34,323,911

Radio - 8.8%
3,861,915 AMFM, Inc.* .................................... 275,885,553
713,035 Citadel Communications Corp.* .................. 21,346,485
1,177,995 Cox Radio, Inc. - Class A* ..................... 28,419,129
798,685 Entercom Communications Corp.* ................. 30,998,961
2,024,475 Hispanic Broadcasting Corp.* ................... 77,056,580
230,050 Radio One, Inc. - Class A* ..................... 5,363,041
158,730 Radio One, Inc. - Class D* ..................... 2,996,029
442,065,778

Real Estate Investment Trusts - 0.7%
594,495 Pinnacle Holdings, Inc.* ....................... 33,403,188

Resorts and Theme Parks - 0.7%
2,186,075 Six Flags, Inc.* ............................... 33,201,014

Schools - 1.8%
2,441,271 Apollo Group, Inc. - Class A* .................. 89,564,130

Telecommunication Services - 5.8%
2,218,415 AT&T Canada, Inc.* ............................. 65,443,242
1,518,370 Clearnet Communications, Inc. - Class A* ....... 42,704,156
502,930 Level 3 Communications, Inc.* .................. 34,419,272
6,040,230 McLeodUSA, Inc. - Class A* ..................... 102,306,396
1,051,322 Microcell Telecommunications, Inc.* ............ 33,445,181
529,355 Net2Phone, Inc.* ............................... 14,226,416
292,544,663

Telephone - Integrated - 0.7%
1,033,290 NEXTLINK Communications, Inc. - Class A* ....... 34,163,151

Television - 0.8%
313,783 Univision Communications, Inc. - Class A* ...... 38,987,538

Therapeutics - 3.1%
1,725,780 Abgenix, Inc.* ................................. 86,504,723
970,530 Medarex, Inc.* ................................. 70,727,374
157,232,097

Wireless Equipment - 2.8%
2,640,865 American Tower Corp.* .......................... 113,227,087
407,185 RF Micro Devices, Inc.* ........................ 30,691,569
143,918,656
------------------------------------------------------------------------------------
Total Common Stocks (cost $3,820,092,425) ........................ 4,841,769,877
------------------------------------------------------------------------------------
</TABLE>

See Notes to Schedules of Investments.

88 Janus Aspen Series/July 31, 2000

<PAGE>

JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO

SCHEDULE OF INVESTMENTS

<TABLE>
<CAPTION>
Shares or Principal Amount Market Value
------------------------------------------------------------------------------------
<S> <C>
U.S. Government Agencies - 1.4%
$20,000,000 Federal Home Loan Bank System, 5.87%
8/18/00 ...................................... $ 19,939,933
50,000,000 Federal Home Loan Bank System, 6.34%
10/18/00 ..................................... 49,301,000
------------------------------------------------------------------------------------
Total U.S. Government Agencies (cost $69,252,017) ................ 69,240,933
------------------------------------------------------------------------------------
Total Investments (total cost $3,889,344,442) - 98.1% ............ 4,911,010,810
------------------------------------------------------------------------------------
Cash, Receivables and Other Assets, net of Liabilities - 1.9% .... 93,714,444
------------------------------------------------------------------------------------
Net Assets - 100% ................................................ $5,004,725,254
------------------------------------------------------------------------------------
</TABLE>

Summary of Investments by Country, July 31, 2000

<TABLE>
<CAPTION>
Country % of Investment Securities Market Value
------------------------------------------------------------------------------------
<S> <C> <C>
Canada 2.9% $ 141,592,579
United States++ 97.1% 4,769,418,231
------------------------------------------------------------------------------------
Total 100.0% $4,911,010,810
------------------------------------------------------------------------------------
</TABLE>

++Includes Short-Term Securities (95.7% excluding Short-Term Securities)

See Notes to Schedules of Investments.

Janus Aspen Series/July 31, 2000 89
<PAGE>

JANUS ASPEN CAPITAL APPRECIATION PORTFOLIO

SCHEDULE OF INVESTMENTS

<TABLE>
<CAPTION>
Shares or Principal Amount Market Value
------------------------------------------------------------------------------------
<S> <C>
Common Stocks - 60.6%
Cellular Telecommunications - 2.9%
575,210 Sprint Corp./PCS Group* ......................... $31,780,352
303,400 Vodafone AirTouch PLC (ADR) ..................... 13,084,125
44,864,477

Communications Software - 1.5%
437,950 Research in Motion, Ltd.* ....................... 23,731,416

Computer Data Security - 2.1%
205,150 VeriSign, Inc.* ................................. 32,554,741

Computers - Memory Devices - 2.6%
473,180 EMC Corp.* ...................................... 40,279,447

Computers - Micro - 2.3%
698,400 Apple Computer, Inc.* ........................... 35,487,450

Diversified Financial Services - 4.7%
496,805 Citigroup, Inc. ................................. 35,055,803
420,065 Morgan Stanley Dean Witter and Co. .............. 38,330,931
73,386,734

Diversified Operations - 1.7%
500,955 General Electric Co. ............................ 25,767,873

E - Commerce - 0.7%
231,050 eBay, Inc.* ..................................... 11,552,500

Electronic Components - 1.0%
225,930 Flextronics International, Ltd.* ................ 15,995,138

Electronic Components - Semiconductors - 2.0%
532,990 Texas Instruments, Inc. ......................... 31,279,851

Fiber Optics - 0.9%
397,610 Metromedia Fiber Network, Inc. - Class A* ....... 13,966,051

Finance - Investment Bankers/Brokers - 5.0%
611,955 Merrill Lynch & Company, Inc. ................... 79,095,184

Internet Content - 1.9%
306,665 DoubleClick, Inc.* .............................. 11,020,773
151,360 Yahoo!, Inc.* ................................... 19,478,140
30,498,913

Internet Software - 5.4%
175,000 Akamai Technologies, Inc.* ...................... 13,800,391
667,480 America Online, Inc.* ........................... 35,585,028
278,535 Inktomi Corp.* .................................. 29,803,245
59,095 Phone.com, Inc.* ................................ 4,720,213
83,908,877

Medical - Drugs - 2.9%
464,770 MedImmune, Inc.* ................................ 27,653,815
393,260 Pfizer, Inc. .................................... 16,959,337
44,613,152

Multimedia - 2.3%
463,865 Time Warner, Inc. ............................... 35,572,647

Networking Products - 4.2%
245,050 3Com Corp.* ..................................... 3,323,491
729,908 Cisco Systems, Inc.* ............................ 47,763,355
363,460 Palm, Inc.* ..................................... 14,174,940
65,261,786

Optical Supplies - 1.2%
292,055 Allergan, Inc. .................................. 19,549,432

Pipelines - 1.3%
285,680 Dynegy, Inc. - Class A .......................... 20,104,730

Retail - Building Products - 1.2%
354,450 Home Depot, Inc. ................................ $ 18,342,787

Satellite Telecommunications - 5.5%
933,310 EchoStar Communications Corp.* .................. 36,807,413
1,883,910 General Motors Corp. - Class H .................. 48,746,171
85,553,584

Telecommunication Equipment - 3.0%
1,042,540 Nokia Oyj (ADR) ................................. 46,197,554

Telecommunication Services - 2.1%
201,270 Level 3 Communications, Inc.* ................... 13,774,416
617,582 Winstar Communications, Inc.* ................... 18,681,855
32,456,271

Telephone - Integrated - 2.2%
238,420 NEXTLINK Communications, Inc. - Class A* ........ 7,882,761
492,630 Telefonos de Mexico S.A. (ADR) .................. 25,924,654
33,807,415
------------------------------------------------------------------------------------
Total Common Stocks (cost $828,083,054) ........................... 943,828,010
------------------------------------------------------------------------------------
U.S. Government Agencies - 21.4%
Fannie Mae:
$50,000,000 6.06%, 8/21/00 ................................ 49,821,944
25,000,000 6.38%, 9/5/00 ................................ 24,844,931
25,000,000 6.07%, 9/13/00 ................................ 24,810,681
50,000,000 6.04%, 9/14/00 ................................ 49,630,889
Federal Home Loan Bank System:
35,000,000 6.35%, 8/2/00 ................................ 34,993,826
25,000,000 6.28%, 8/4/00 ................................ 24,986,917
50,000,000 5.87%, 9/8/00 ................................ 49,690,194
25,000,000 6.34%, 10/18/00 ............................... 24,650,500
Federal Farm Credit Bank:
25,000,000 6.32%, 8/11/00 ................................ 24,956,111
25,000,000 6.38%, 8/15/00 ................................ 24,937,972
------------------------------------------------------------------------------------
Total U.S. Government Agencies (cost $333,329,507) ................ 333,323,965
------------------------------------------------------------------------------------
Total Investments (total cost $1,161,412,561) - 82.0% ............. 1,277,151,975
------------------------------------------------------------------------------------
Cash, Receivables and Other Assets, net of Liabilities - 18.0% ... 281,176,377
------------------------------------------------------------------------------------
Net Assets - 100% ................................................. $1,558,328,352
------------------------------------------------------------------------------------
</TABLE>

Summary of Investments by Country, July 31, 2000

<TABLE>
<CAPTION>
Country % of Investment Securities Market Value
------------------------------------------------------------------------------------
<S> <C> <C>
Canada 1.9% $ 23,731,416
Finland 3.6% 46,197,554
Mexico 2.0% 25,924,654
Singapore 1.3% 15,995,138
United Kingdom 1.0% 13,084,125
United States++ 90.2% 1,152,219,088
------------------------------------------------------------------------------------
Total 100.0% $1,277,151,975
</TABLE>

++Includes Short-Term Securities (64.1% excluding Short-Term Securities)

See Notes to Schedules of Investments.

90 Janus Aspen Series/July 31, 2000

<PAGE>

JANUS ASPEN BALANCED PORTFOLIO

SCHEDULE OF INVESTMENTS

<TABLE>
<CAPTION>
Shares or Principal Amount Market Value
------------------------------------------------------------------------------------
<S> <C>
Common Stocks - 40.7%
Agricultural Biotechnology - 0.7%
436,495 Pharmacia Corp. ................................ $ 23,898,101

Automotive - Cars and Light Trucks - 0.2%
233,466 BMW A.G. ....................................... 8,004,385

Brewery - 0.8%
330,410 Anheuser-Busch Companies, Inc. ................. 26,598,005

Broadcast Services and Programming - 1.4%
1,662,880 AT&T Corp./Liberty Media Group - Class A* ...... 36,999,080
111,985 Clear Channel Communications, Inc.* ............ 8,531,857
45,530,937

Cable Television - 1.0%
948,155 Comcast Corp. - Special Class A* ............... 32,252,085

Cellular Telecommunications - 0.4%
168,145 Sprint Corp./PCS Group* ........................ 9,290,011
111,125 Vodafone AirTouch PLC (ADR)** .................. 4,792,266
14,082,277

Chemicals - Diversified - 1.2%
363,125 E.I. du Pont de Nemours and Co. ................ 16,454,102
1,738,215 Lyondell Chemical Co. .......................... 24,335,010
40,789,112

Chemicals - Specialty - 0.2%
125,885 Praxair, Inc. .................................. 4,980,325

Circuits - 1.1%
316,560 Linear Technology Corp. ........................ 17,489,940
274,700 Maxim Integrated Products, Inc.* ............... 18,147,369
35,637,309

Commercial Services - 0.5%
394,673 Paychex, Inc. .................................. 18,056,290

Computer Data Security - 0.9%
180,934 VeriSign, Inc.* ................................ 28,711,964

Computer Software - 0.2%
354,840 Cadence Design Systems, Inc.* .................. 7,407,285

Computers - Memory Devices - 3.1%
1,035,600 EMC Corp.* ..................................... 88,155,450
130,050 VERITAS Software Corp.* ........................ 13,256,972
101,412,422

Computers - Micro - 0.9%
292,710 Sun Microsystems, Inc.* ........................ 30,862,611

Data Processing and Management - 0.9%
597,490 Automatic Data Processing, Inc. ................ 29,613,098

Diversified Financial Services - 1.5%
645,895 Associates First Capital Corp. - Class A ....... 16,914,375
443,225 Citigroup, Inc. ................................ 31,275,064
48,189,439

Diversified Operations - 2.8%
1,816,065 General Electric Co. ........................... 93,413,843

Electric Products - 1.0%
108,030 Samsung Electronics** .......................... 28,538,091
52,110 Samsung Electronics (GDR)** .................... 3,413,205
31,951,296

Electronic Components - Semiconductors - 1.8%
344,895 Advanced Micro Devices, Inc.* .................. 24,810,884
575,070 Texas Instruments, Inc. ........................ 33,749,421
58,560,305

Enterprise Software and Services - 0.6%
280,015 Oracle Corp. ................................... $ 21,053,628

Fiber Optics - 1.0%
64,380 Corning, Inc. .................................. 15,060,896
81,365 JDS Uniphase Corp. ............................. 9,611,241
24,410 SDL, Inc.* ..................................... 8,471,796
33,143,933

Finance - Credit Card - 1.1%
612,915 American Express Co. ........................... 34,744,619

Finance - Investment Bankers/Brokers - 0.9%
826,402 Charles Schwab Corp. ........................... 29,853,772

Identification Systems and Devices - 0.6%
528,612 Symbol Technologies, Inc. ...................... 21,078,403

Internet Software - 0.5%
291,965 America Online, Inc.* .......................... 15,565,384

Life and Health Insurance - 0.5%
1,100,733 Prudential PLC** ............................... 15,018,463

Medical - Biomedical and Genetic - 0.4%
76,835 Genentech, Inc.* .............................. 11,688,524

Medical - Drugs - 0.5%
364,855 Pfizer, Inc. ................................... 15,734,372

Money Center Banks - 0.4%
288,505 Bank of New York Company, Inc. ................. 13,505,640

Motorcycle and Motor Scooter Manufacturing - 0.5%
400,020 Harley-Davidson, Inc. .......................... 17,950,897

Multi-Line Insurance - 0.3%
116,205 American International Group, Inc. ............. 10,189,726

Multimedia - 1.7%
192,501 Time Warner, Inc. .............................. 14,762,420
623,055 Viacom, Inc. - Class B* ........................ 41,316,335
56,078,755

Networking Products - 1.0%
500,902 Cisco Systems, Inc.* ........................... 32,777,775

Oil Companies - Exploration and Production - 1.8%
1,832,760 Burlington Resources, Inc. ..................... 59,793,795

Pipelines - 0.6%
251,255 Enron Corp. .................................... 18,498,649

Radio - 0.7%
683,195 Infinity Broadcasting Corp. - Class A* ......... 24,082,624

Retail - Apparel and Shoe - 0.6%
524,715 Gap, Inc. ...................................... 18,791,356

Retail - Building Products - 0.5%
317,286 Home Depot, Inc. ............................... 16,419,550

Retail - Discount - 1.2%
720,035 Wal-Mart Stores, Inc. .......................... 39,556,923

Telecommunication Equipment - 2.2%
249,605 Nokia Oyj ...................................... 11,057,950
845,572 Nokia Oyj (ADR) ................................ 37,469,409
1,184,325 Telefonaktiebolaget L.M. Ericsson A.B. (ADR) ... 23,242,378
71,769,737

Telecommunication Services - 0.4%
145,375 Cox Communications, Inc. - Class A ............. 5,369,789
514,350 McLeodUSA, Inc. - Class A* ..................... 8,711,803
14,081,592
</TABLE>

See Notes to Schedules of Investments.

Janus Aspen Series/July 31, 2000 91

<PAGE>

JANUS ASPEN BALANCED PORTFOLIO

SCHEDULE OF INVESTMENTS

Television - 0.9%
231,873 Univision Communications, Inc. - Class A* ...... 28,810,220
------------------------------------------------------------------------------------
Total Common Stocks (cost $1,115,740,181) ........................ 1,339,821,091
------------------------------------------------------------------------------------
Corporate Bonds - 26.2%
Beverages - Non-Alcoholic - 0.6%
$3,700,000 Coca-Cola Enterprises, Inc., 6.625%
notes, due 8/1/04 ............................ 3,621,375
17,000,000 Coca-Cola Enterprises, Inc., 7.125%
notes, due 9/30/09 ........................... 16,447,500
20,068,875

Brewery - 0.6%
2,500,000 Anheuser-Busch Companies, Inc., 6.90%
notes, due 10/1/02 ........................... 2,484,375
5,100,000 Anheuser-Busch Companies, Inc., 5.65%
notes, due 9/15/08 ........................... 4,545,375
14,100,000 Anheuser-Busch Companies, Inc., 5.75%
notes, due 4/1/10 ........................... 12,390,375
19,420,125

Broadcast Services and Programming - 1.3%
26,300,000 AT&T Corp./Liberty Media Group., 7.875%
notes, due 7/15/09 ........................... 25,543,875
12,933,000 Clear Channel Communications, Inc., 2.625%
convertible senior notes, due 4/1/03 ......... 16,829,066
42,372,941

Cable Television - 1.4%
7,055,000 Adelphia Communications Corp., 10.50%
senior notes, due 7/15/04 .................... 7,099,094
5,700,000 CSC Holdings, Inc., 8.125%
senior notes, due 7/15/09 .................... 5,600,250
8,000,000 CSC Holdings, Inc., 8.125%
debentures, due 8/15/09 ...................... 7,850,000
6,000,000 FrontierVision Holdings L.P., 11.00%
senior subordinated notes, due 10/15/06 ...... 6,090,000
11,205,000 Jones Intercable, Inc., 7.625%
senior notes, due 4/15/08 .................... 11,064,937
2,500,000 Lenfest Communications, Inc., 7.625%
senior notes, due 2/15/08 .................... 2,453,125
6,608,000 Telewest Communications PLC, 9.875%
senior notes, due 2/1/10+ .................... 6,343,680
46,501,086

Cellular Telecommunications - 1.8%
33,380,000 Nextel Communications, Inc., 9.375%
senior notes, due 11/15/09 ................... 31,877,900
2,989,000 Nextel Communications, Inc., 5.25%
convertible senior notes, due 1/15/10 ........ 2,981,527
24,000,000 VoiceStream Wireless Corp., 10.375%
senior notes, due 11/15/09 ................... 25,800,000
60,659,427

Chemicals - Diversified - 0.8%
$500,000 E.I. du Pont de Nemours and Co., 6.50%
notes, due 9/1/02 ............................ $ 496,250
11,450,000 E.I. du Pont de Nemours and Co., 6.875%
notes, due 10/15/09 .......................... 11,092,187
15,601,000 Lyondell Chemical Co., 9.625%
secured notes, due 5/1/07 .................... 15,581,499
27,169,936

Computers - Micro - 0.8%
5,500,000 Sun Microsystems, Inc., 7.00%
senior notes, due 8/15/02 .................... 5,479,375
21,050,000 Sun Microsystems, Inc., 7.65%
senior notes, due 8/15/09 .................... 20,944,750
26,424,125

Diversified Financial Services - 3.6%
2,000,000 Associates Corp. N.A., 6.75%
senior notes, due 7/15/01 .................... 1,992,500
38,635,000 General Electric Capital Corp., 7.00%
notes, due 3/1/02 ............................ 38,441,825
27,550,000 General Electric Capital Corp., 7.00%
notes, due 2/3/03 ............................ 27,481,125
15,750,000 General Electric Capital Corp., 7.25%
notes, due 5/3/04 ............................ 15,769,688
17,750,000 General Electric Capital Corp., 7.25%
notes, due 2/1/05 ............................ 17,772,188
15,450,000 General Electric Capital Corp., 7.375%
notes, due 1/19/10 ........................... 15,546,563
117,003,889

Diversified Operations - 0.1%
4,750,000 Tyco International Group S.A., 6.875%
notes, due 9/5/02+ ........................... 4,714,375

Enterprise Software and Services - 0.5%
5,869,000 BEA Systems, Inc., 4.00%
convertible subordinated notes
due 12/15/06 ................................. 8,319,307
4,471,000 i2 Technologies, Inc., 5.25%
convertible subordinated notes
due 12/15/06 ................................. 8,047,800
16,367,107

Fiber Optics - 0.2%
6,000,000 Metromedia Fiber Network, Inc., 10.00%
senior notes, due 12/15/09 ................... 5,820,000

Finance - Auto Loans - 2.4%
7,175,000 Ford Motor Credit Co., 6.55%
notes, due 9/10/02 ........................... 7,067,375
32,550,000 Ford Motor Credit Corp., 7.25%
notes, due 1/15/03 ........................... 32,387,250
15,100,000 Ford Motor Credit Corp., 7.60%
notes, due 8/1/05 ............................ 15,087,467
19,325,000 Ford Motor Credit Corp., 7.75%
notes, due 2/15/07 ........................... 19,494,094
1,650,000 Ford Motor Credit Co., 5.80%
senior notes, due 1/12/09 .................... 1,439,625
3,327,000 General Motors Acceptance Corp., 5.85%
senior unsubordinated notes, due 1/14/09 ..... 2,931,919
78,407,730
</TABLE>

See Notes to Schedules of Investments.

92 Janus Aspen Series/July 31, 2000

<PAGE>

JANUS ASPEN BALANCED PORTFOLIO

SCHEDULE OF INVESTMENTS

<TABLE>
<CAPTION>
Shares or Principal Amount Market Value
------------------------------------------------------------------------------------
<S> <C>
Finance - Consumer Loans - 0.2%
$ 7,500,000 Household Finance Corp., 8.00%
notes, due 5/9/05 ............................ $ 7,575,000

Finance - Credit Card - 0.4%
13,500,000 American Express Co., 6.75%
senior unsubordinated notes
due 6/23/04 .................................. 13,213,125

Finance - Investment Bankers/Brokers - 0.7%
10,100,000 Charles Schwab Corp., 8.05%
notes, due 3/1/10 ............................ 10,100,000
11,900,000 Morgan Stanley Dean Witter & Co., 7.75%
notes, due 6/15/05 ........................... 12,004,125
22,104,125

Food - Retail - 0.3%
8,000,000 Fred Meyer, Inc., 7.45%
company guaranteed notes, due 3/1/08 ......... 7,650,000
3,500,000 Safeway, Inc., 6.50%
notes, due 11/15/08 .......................... 3,224,375
10,874,375

Internet Software - 0.7%
8,216,000 Exodus Communications, Inc., 4.75%
convertible subordinated notes
due 7/15/08 .................................. 11,656,450
2,631,000 Exodus Communications, Inc., 11.25%
senior notes, due 7/1/08 ..................... 2,604,690
11,660,000 PSINet, Inc., 11.00%
senior notes, due 8/1/09 ...................... 9,444,600
23,705,740

Life and Health Insurance - 0.1%
2,500,000 SunAmerica, Inc., 6.75%
notes, due 10/1/07 ........................... 2,378,125

Medical - Drugs - 0.1%
3,000,000 Warner-Lambert Co., 6.00%
notes, due 1/15/08 ........................... 2,763,750

Multimedia - 1.4%
4,500,000 News America, Inc., 6.625%
senior notes, due 1/9/08 ..................... 4,140,000
10,300,000 Time Warner, Inc., 8.11%
notes, due 8/15/06 ........................... 10,544,625
19,371,000 Viacom, Inc., 7.75%
senior notes, due 6/1/05 ..................... 19,540,496
8,300,000 Viacom, Inc., 7.70%
company guaranteed notes, due 7/30/10 ........ 8,282,487
2,000,000 Walt Disney Co., 6.375%
senior notes, due 3/30/01 .................... 1,995,000
44,502,608

Pipelines - 0.3%
9,600,000 Enron Corp., 7.25%
notes, due 9/10/01 ........................... 9,589,056

Retail - Building Products - 0.9%
31,100,000 Home Depot, Inc., 6.50%
senior notes, due 9/15/04 .................... 30,555,750

Retail - Discount - 1.5%
19,350,000 Wal-Mart Stores, Inc., 6.15%
senior notes, due 8/10/01 .................... 19,180,688
9,500,000 Wal-Mart Stores, Inc., 6.55%
senior notes, due 8/10/04 .................... 9,369,375
21,000,000 Wal-Mart Stores, Inc., 6.875%
senior notes, due 8/10/09 .................... 20,527,500
49,077,563

Super-Regional Banks - 0.6%
$16,000,000 Firstar Bank N.A., 7.125%
subordinated notes, due 12/1/09 .............. $15,380,000
6,050,000 Northern Trust Corp., 7.10%
subordinated notes, due 8/1/09 ............... 5,830,687
21,210,687

Telecommunication Equipment - 0.4%
14,500,000 Lucent Technologies, Inc., 5.50%
notes, due 11/15/08 .......................... 12,814,375

Telecommunication Services - 2.1%
13,825,000 Cox Communications, Inc., 7.00%
notes, due 8/15/01 ........................... 13,773,156
19,400,000 Cox Communications, Inc., 7.50%
notes, due 8/15/04 ........................... 19,375,750
9,500,000 Cox Communications, Inc., 7.75%
notes, due 8/15/06 ........................... 9,547,500
10,600,000 Cox Communications, Inc., 7.875%
notes, due 8/15/09 ........................... 10,719,250
6,845,000 Galaxy Telecom L.P., 12.375%
senior subordinated notes, due 10/1/05 ....... 5,818,250
8,478,000 NTL, Inc., 7.00%
convertible subordinated notes
due 12/15/08 ................................. 10,650,488
69,884,394

Telephone - Integrated - 1.5%
33,725,000 AT&T Corp., 6.00% notes, due 3/15/09 ........... 30,015,250
16,450,000 Telefonos De Mexico S.A., 4.25%
convertible debentures, due 6/15/04 .......... 20,685,875
50,701,125

Wireless Telecommunications - 0.8%
10,100,000 Nextel Communications, Inc., 4.75%
convertible senior notes, due 7/1/07 ......... 24,934,375
------------------------------------------------------------------------------------
Total Corporate Bonds (cost $862,378,524) ......................... 860,813,789
------------------------------------------------------------------------------------
Foreign Bonds - 0.7%
Finance - Other Services - 0.1%
EUR 4,400,000 Ono Finance PLC, 13.00%
company guaranteed notes, due 5/1/09+ ........ 3,791,737

Telecommunication Services - 0.6%
EUR 4,563,000 COLT Telecom Group PLC, 2.00%
convertible bonds, due 3/29/06 ............... 6,807,364

EUR 13,950,000 NTL, Inc., 9.75%
senior notes, due 4/15/09 .................... 11,073,252
17,880,616
------------------------------------------------------------------------------------
Total Foreign Bonds (cost $24,643,744) ........................... 21,672,353
------------------------------------------------------------------------------------
Preferred Stock - 4.7%
Cable Television - 1.4%
349,450 Comcast Corp., convertible, 2.00%
(Sprint Corp./PCS Group) ..................... 37,041,700
112,935 MediaOne Group, Inc., convertible, 6.25% ....... 10,545,306
47,587,006

Electric - Integrated - 1.1%
100,990 Alliant Energy Resources, Inc.
convertible, 7.25% (McLeodUSA, Inc.) ......... 6,097,271
378,805 Reliant Energy, Inc., convertible, 7.00%
(Time Warner, Inc.) .......................... 28,599,778
34,697,049

Internet Software - 0.3%
386,850 PSINet, Inc., convertible, 7.00%+ .............. 10,735,088
</TABLE>

See Notes to Schedules of Investments.

Janus Aspen Series/July 31, 2000 93

<PAGE>

JANUS ASPEN BALANCED PORTFOLIO

SCHEDULE OF INVESTMENTS

<TABLE>
<CAPTION>
Shares or Principal Amount Market Value
------------------------------------------------------------------------------------
<S> <C>
Oil Companies - Integrated - 0.2%
230,580 Coastal Corp., convertible, 3.60% .............. $ 7,594,729

Publishing - Newspapers - 0.9%
251,550 Tribune Co., convertible, 2.00%
(America Online, Inc.) ....................... 29,525,681

Telecommunication Services - 0.8%
505,750 Cox Communications, Inc.
convertible, 7.00% ........................... 25,666,812
------------------------------------------------------------------------------------
Total Preferred Stock (cost $167,049,361) ........................ 155,806,365
------------------------------------------------------------------------------------
Warrants - 0%
Finance - Other Services - 0%
4,400 Ono Finance PLC
- expires 5/31/09*,** (cost $0) .............. 407,714
------------------------------------------------------------------------------------
U.S. Government Obligations - 16.8%
U.S. Government Agencies - 1.4%
$19,100,000 Fannie Mae, 6.25%, due 11/15/02 ................ 18,836,802
9,650,000 Fannie Mae 5.75%, due 4/15/03 .................. 9,371,790
7,650,000 Federal Home Loan Bank System, 6.75%
due 2/1/02 ................................... 7,630,875
9,100,000 Freddie Mac, 7.00% notes, due 3/15/10 .......... 9,014,824
44,854,291

U.S. Treasury Notes - 15.4%
96,290,000 U.S. Treasury Notes, 5.875%, due 11/30/01 ...... 95,597,675
202,275,000 U.S. Treasury Notes, 5.875% due 11/15/04 ...... 199,556,424
213,205,000 U.S. Treasury Notes, 6.00%, due 8/15/09 ........ 211,738,150
506,892,249
------------------------------------------------------------------------------------
Total U.S. Government Obligations (cost $553,932,690) ............ 551,746,540
------------------------------------------------------------------------------------
U.S. Government Agencies - 4.4%
25,000,000 Fannie Mae, 6.38%, 8/9/00 ...................... 24,964,556
50,000,000 Fannie Mae, 6.04%, 9/14/00 ..................... 49,630,889
20,000,000 Federal Farm Credit Bank, 6.38%, 8/8/00 ........ 19,975,189
50,000,000 Federal Home Loan Bank System
6.28%, 8/4/00 ................................ 49,973,833
------------------------------------------------------------------------------------
Total U.S. Government Agencies
(amortized cost $144,544,467) .................................. 144,544,467
------------------------------------------------------------------------------------
Total Investments (total cost $2,868,288,967) - 93.5% ............ 3,074,812,319
------------------------------------------------------------------------------------
Cash, Receivables and Other Assets, net of Liabilities - 6.5% .... 212,418,187
------------------------------------------------------------------------------------
Net Assets - 100% ................................................ $3,287,230,506
------------------------------------------------------------------------------------
</TABLE>

Summary of Investments by Country, July 31, 2000

<TABLE>
<CAPTION>
Country % of Investment Securities Market Value
------------------------------------------------------------------------------------
<S> <C> <C>
Bermuda 0.2% $ 4,714,375
Finland 1.6% 48,527,359
Germany 0.3% 8,004,385
Mexico 0.9% 27,421,086
Spain 1.1% 32,946,454
South Korea 1.0% 31,951,296
Sweden 0.7% 23,242,378
United Kingdom 1.2% 37,161,224
United States++ 93.0% 2,860,843,762
------------------------------------------------------------------------------------
Total 100.0% $3,074,812,319
</TABLE>

++Includes Short-Term Securities (88.3% excluding Short-Term Securities)

Forward Currency Contracts, Open at July 31, 2000

See Notes to Schedules of Investments.

94 Janus Aspen Series/July 31, 2000

<PAGE>

JANUS ASPEN EQUITY INCOME PORTFOLIO

SCHEDULE OF INVESTMENTS

<TABLE>
<CAPTION>
Shares or Principal Amount Market Value
------------------------------------------------------------------------------------
<S> <C>
Common Stock - 72.2%
Agricultural Biotechnology - 1.2%
3,820 Pharmacia Corp. ................................ $ 209,145

Appliances - 0.4%
2,405 Maytag Corp. ................................... 81,469

Automotive - Cars and Light Trucks - 0.8%
4,477 BMW A.G. ....................................... 153,494

Brewery - 1.4%
3,115 Anheuser-Busch Companies, Inc. ................. 250,757

Broadcast Services and Programming - 2.6%
21,090 AT&T Corp./Liberty Media Group - Class A* ...... 469,253

Cable Television - 1.7%
8,949 Comcast Corp. - Special Class A* ............... 304,406

Cellular Telecommunications - 0.7%
700 Nextel Communications, Inc. - Class A* ......... 39,156
1,970 Vodafone AirTouch PLC (ADR)** .................. 84,956
124,112

Chemicals - Diversified - 1.9%
3,335 E.I. du Pont de Nemours and Co. ................ 151,117
14,620 Lyondell Chemical Co. .......................... 204,680
355,797

Chemicals - Specialty - 0.3%
1,390 Praxair, Inc. .................................. 54,992

Circuits - 2.8%
5,660 Linear Technology Corp. ........................ 312,715
3,005 Maxim Integrated Products, Inc.* ............... 198,518
511,233

Commercial Services - 0.8%
3,320 Paychex, Inc. .................................. 151,890

Computer Data Security - 1.0%
1,204 VeriSign, Inc.* ................................ 191,060

Computer Software - 0.5%
4,235 Cadence Design Systems, Inc.* .................. 88,406

Computers - Memory Devices - 5.8%
11,001 EMC Corp.* ..................................... 936,460
1,282 VERITAS Software Corp.* ........................ 130,684
1,067,144

Data Processing and Management - 1.9%
6,960 Automatic Data Processing, Inc. ................ 344,955

Diversified Financial Services - 2.6%
7,660 Associates First Capital Corp. - Class A ....... 200,596
3,830 Citigroup, Inc. ................................ 270,254
470,850

Diversified Operations - 5.1%
18,195 General Electric Co. ........................... 935,905

Electric Products - 1.2%
730 Samsung Electronics** .......................... 192,843
325 Samsung Electronics (GDR)**,+ .................. 21,288
214,131

Electronic Components - Semiconductors - 2.4%
2,070 Advanced Micro Devices, Inc.* .................. 148,911
5,055 Texas Instruments, Inc. ........................ 296,665
445,576

Engines - Internal Combustion - 1.6%
9,265 Cummins Engine Co., Inc. ....................... 296,480

Enterprise Software and Services - 0.8%
2,070 Oracle Corp.* .................................. $ 155,638

Fiber Optics - 1.5%
700 Corning, Inc. .................................. 163,756
480 JDS Uniphase Corp. ............................. 56,700
145 SDL, Inc. ...................................... 50,324
270,780

Finance - Credit Card - 2.8%
8,940 American Express Co. ........................... 506,786

Finance - Investment Bankers/Brokers - 1.2%
6,081 Charles Schwab Corp. ........................... 219,676

Identification Systems and Devices - 1.0%
4,672 Symbol Technologies, Inc. ...................... 186,296

Internet Software - 0.7%
2,315 America Online, Inc.* .......................... 123,418

Life and Health Insurance - 1.8%
24,378 Prudential PLC** ............................... 332,615

Medical - Biomedical and Genetic - 0.5%
585 Genentech, Inc.* ............................... 88,993

Medical - Drugs - 0.5%
2,210 Pfizer, Inc. ................................... 95,306

Money Center Banks - 1.0%
4,000 Bank of New York Company, Inc. ................. 187,250

Motorcycle and Motor Scooter Manufacturing - 0.7%
2,800 Harley-Davidson, Inc. .......................... 125,650

Multi-Line Insurance - 0.7%
1,373 American International Group, Inc. ............. 120,351

Multimedia - 2.2%
6,010 Viacom, Inc. - Class B* ........................ 398,538

Networking Products - 2.2%
6,175 Cisco Systems, Inc.* ........................... 404,077

Pipelines - 4.2%
6,745 El Paso Energy Corp. ........................... 326,289
5,895 Enron Corp. .................................... 434,019
760,308

Printing - Commercial - 0.4%
2,190 Valassis Communications, Inc.* ................. 73,639

Radio - 1.4%
7,410 Infinity Broadcasting Corp. - Class A* ......... 261,203

Retail - Apparel and Shoe - 0.7%
3,515 Gap, Inc. ...................................... 125,881

Retail - Building Products - 1.3%
4,523 Home Depot, Inc. ............................... 234,065

Retail - Discount - 1.9%
6,455 Wal-Mart Stores, Inc. .......................... 354,622

Telecommunication Equipment - 3.2%
304 Nokia Oyj ...................................... 13,468
10,052 Nokia Oyj (ADR) ................................ 445,429
6,370 Telefonaktiebolaget L.M. Ericsson A.B. (ADR) ... 125,011
583,908

Telecommunication Services - 1.2%
1,817 Cox Communications, Inc. - Class A ............. 67,115
10,275 McLeodUSA, Inc. - Class A* ..................... 174,033
241,148
</TABLE>
See Notes to Schedules of Investments.

Janus Aspen Series/July 31, 2000 95

<PAGE>

JANUS ASPEN EQUITY INCOME PORTFOLIO

SCHEDULE OF INVESTMENTS

<TABLE>
<CAPTION>
Shares or Principal Amount Market Value
------------------------------------------------------------------------------------
<S> <C>
Telephone - Integrated - 1.3%
9,043 Telefonica S.A.*................................ $ 190,213
755 Telefonos de Mexico S.A. (ADR)* ................ 39,732
229,945
Television - 2.3%
3,447 Univision Communications, Inc. - Class A* ...... 428,290
------------------------------------------------------------------------------------
Total Common Stock (cost $10,688,150) ............................ 13,229,438
------------------------------------------------------------------------------------
Corporate Bonds - 7.4%
Advertising Agencies - 0.1%
$6,000 Omnicom Group, Inc., 4.25%
convertible subordinated debentures
due 1/3/07 ................................... 16,208

Broadcast Services and Programming - 1.1%
150,000 Clear Channel Communications, Inc., 2.625%
convertible senior notes, due 4/1/03 ......... 195,188

Cellular Telecommunications - 2.6%
25,000 Nextel Communications, Inc., 4.75%
convertible senior notes, due 7/1/07 ......... 61,719
84,000 Nextel Communications, Inc., 9.375%
senior notes, due 11/15/09 ................... 80,220
18,000 Nextel Communications, Inc., 5.25%
convertible senior notes, due 1/15/10 ........ 17,955
196,000 Nextel Communications, Inc., 5.25%
convertible senior notes, due 1/15/10+ ....... 195,510
119,000 VoiceStream Wireless Corp., 10.375%
senior notes, due 11/15/09 ................... 127,925
483,329

Enterprise Software and Services - 1.1%
43,000 BEA Systems, Inc., 4.00%
convertible subordinated notes
due 12/15/06+ ................................ 60,953
78,000 i2 Technologies, Inc., 5.25%
convertible subordinated notes
due 12/15/06+ ................................ 140,400
201,353

Fiber Optics - 0.2%
50,000 Metromedia Fiber Network, Inc., 10.00%
senior notes, due 12/15/09 ................... 48,500

Internet Software - 0.9%
49,000 Exodus Communications, Inc., 4.75%
convertible subordinated notes
due 7/15/08 .................................. 69,519
125,000 PSINet, Inc., 11.00%
senior notes, due 8/1/09 ..................... 101,250

170,769
Telecommunication Services - 0.7%
97,000 NTL, Inc., 7.00%
convertible subordinated notes
due 12/15/08 ................................. 121,856

Telephone - Integrated - 0.7%
98,000 Telefonos De Mexico S.A., 4.25%
convertible debentures, due 6/15/04 .......... 123,235
------------------------------------------------------------------------------------
Total Corporate Bonds (cost $1,348,138) .......................... 1,360,438
------------------------------------------------------------------------------------
Preferred Stock - 7.9%
Automotive - Cars and Light Trucks - 1.1%
66 Porsche A.G. ................................... $ 194,479

Cable Television - 2.1%
2,905 Comcast Corp., convertible, 2.00%
(Sprint Corp./PCS Group) ..................... 307,930
830 MediaOne Group, Inc., convertible, 6.25% ....... 77,501
385,431

Electric - Integrated - 1.5%
3,785 Reliant Energy, Inc., convertible, 7.00%
(Time Warner, Inc.) .......................... 285,768

Internet Software - 0.4%
2,380 PSINet, Inc., convertible, 7.00%+ .............. 66,045

Publishing - Newspapers - 1.6%
2,465 Tribune Co., convertible, 2.00%
(America Online, Inc.) ....................... 289,329

Telecommunication Services - 1.2%
4,400 Cox Communications, Inc.
convertible, 7.00% ........................... 223,300
------------------------------------------------------------------------------------
Total Preferred Stock (cost $1,515,524) .......................... 1,444,352
------------------------------------------------------------------------------------
Total Investments (total cost $13,551,812) - 87.5% ............... 16,034,228
------------------------------------------------------------------------------------
Cash, Receivables and Other Assets, net of Liabilities - 12.5% ... 2,292,934
------------------------------------------------------------------------------------
Net Assets - 100% ................................................ $18,327,162
------------------------------------------------------------------------------------
</TABLE>

See Notes to Schedules of Investments.

96 Janus Aspen Series/July 31, 2000

<PAGE>

Summary of Investments by Country, July 31, 2000

<TABLE>
<CAPTION>
Country % of Investment Securities Market Value
------------------------------------------------------------------------------------
<S> <C> <C>
Finland 2.9% $ 458,897
Germany 2.2% 347,973
Mexico 1.0% 162,967
Spain 1.2% 190,213
South Korea 1.3% 214,131
Sweden 0.8% 125,011
United Kingdom 2.6% 417,571
United States++ 88.0% 14,117,465
------------------------------------------------------------------------------------
Total 100.0% $16,034,228
</TABLE>

Forward Currency Contracts, Open at July 31, 2000

See Notes to Schedules of Investments.

Janus Aspen Series/July 31, 2000 97
<PAGE>
JANUS ASPEN GROWTH AND INCOME PORTFOLIO

SCHEDULE OF INVESTMENTS

<TABLE>
<CAPTION>
Shares or Principal Amount Market Value
------------------------------------------------------------------------------------
<S> <C>
Common Stock - 74.1%
Advertising Agencies - 0%
870 Omnicom Group, Inc. ............................ $ 73,950

Advertising Services - 0.3%
21,275 Avenue A, Inc.* ................................ 212,750
4,000 TMP Worldwide, Inc.* ......................... 288,000
500,750

Audio and Video Products - 0.9%
9,800 Sony Corp. ..................................... 900,614
6,000 Sony Corp. (ADR) ............................... 563,625
1,464,239

Automotive - Cars and Light Trucks - 0.5%
14,600 Ford Motor Co. ................................. 679,813
1,911 Visteon Corp.* ................................. 26,754
706,567

Brewery - 1.2%
23,000 Anheuser-Busch Companies, Inc. ................. 1,851,500

Broadcast Services and Programming - 3.3%
188,660 AT&T Corp./Liberty Media Group - Class A* ...... 4,197,685
9,500 Clear Channel Communications, Inc.* ............ 723,781
19,145 TCI Satellite Entertainment, Inc. - Class A* ... 203,416
5,124,882

Cable Television - 2.4%
109,500 Comcast Corp. - Special Class A* ............... 3,724,711

Casino Hotels - 0.8%
96,445 Park Place Entertainment Corp.* ................ 1,211,590

Cellular Telecommunications - 5.2%
11,000 Crown Castle International Corp.* .............. 374,000
30,000 Nextel Communications, Inc. - Class A .......... 1,678,125
36,000 Sprint Corp./PCS Group* ........................ 1,989,000
329,218 Vodafone AirTouch PLC .......................... 1,454,557
20,910 VoiceStream Wireless Corp.* .................... 2,681,708
8,177,390

Chemicals - Diversified - 0.8%
18,755 E.I. du Pont de Nemours and Co. ................ 849,836
30,000 Solutia, Inc. .................................. 429,375
1,279,211

Circuits - 0.6%
14,780 Maxim Integrated Products, Inc.* ............... 976,404

Commercial Services - 1.1%
38,025 Paychex, Inc. .................................. 1,739,644

Computer Data Security - 1.8%
18,277 VeriSign, Inc.* ................................ 2,900,331

Computers - Memory Devices - 3.0%
50,000 EMC Corp.* ..................................... 4,256,250
4,500 VERITAS Software Corp.* ........................ 458,719
4,714,969

Computers - Micro - 3.0%
44,000 Sun Microsystems, Inc.* ........................ 4,639,250

Cruise Lines - 0.5%
40,600 Royal Caribbean Cruises, Ltd. .................. 806,925

Distribution and Wholesale - 0.3%
95,000 Brightpoint, Inc.* ............................. 516,563

Diversified Financial Services - 2.9%
46,550 Associates First Capital Corp. - Class A ....... $ 1,219,028
35,270 Citigroup, Inc. ................................ 2,488,739
18,215 Household International, Inc. .................. 811,706
4,519,473

Diversified Operations - 3.1%
95,920 General Electric Co. ........................... 4,933,885

E-Commerce - 0.1%
2,000 eBay, Inc.* .................................... 100,000

Electronic Components - Semiconductors - 3.3%
3,645 Advanced Micro Devices, Inc.* .................. 262,212
15,770 Intel Corp. .................................... 1,052,648
65,000 Texas Instruments, Inc. ........................ 3,814,688
5,129,548

Enterprise Software and Services - 0.8%
17,000 Oracle Corp.* .................................. 1,278,187

Entertainment Software - 0.3%
5,000 Electronic Arts, Inc.* ......................... 442,187

Fiber Optics - 3.6%
7,000 Corning, Inc. .................................. 1,637,562
26,000 JDS Uniphase Corp.* ............................ 3,071,250
8,000 Metromedia Fiber Network, Inc. - Class A* ...... 281,000
2,250 SDL, Inc.* ..................................... 780,891
5,770,703

Finance - Credit Card - 1.6%
45,000 American Express Co. ........................... 2,550,938

Finance - Investment Bankers/Brokers - 0.5%
22,235 Charles Schwab Corp. ........................... 803,239

Food - Diversified - 0.2%
5,000 Bestfoods ...................................... 348,125

Instruments - Scientific - 0.2%
4,000 PE Corp./PE Biosystems Group ................... 348,750

Insurance Brokers - 0.3%
3,560 Marsh & McLennan Companies, Inc. ............... 434,320

Internet Content - 0.6%
3,500 Critical Path, Inc.* ........................... 194,906
20,000 DoubleClick, Inc.* ............................. 718,750
913,656

Internet Software - 1.6%
4,000 Inktomi Corp.* ................................. 428,000
20,000 Liberate Technologies, Inc.* ................... 458,750
9,115 Macromedia, Inc. ............................... 697,297
20,000 PSINet, Inc.* .................................. 348,750
21,210 Register.com, Inc.* ............................ 574,658
2,507,455

Life and Health Insurance - 0.7%
38,295 John Hancock Financial Services, Inc.* ......... 904,719
5,000 Reliastar Financial Corp. ...................... 265,938
1,170,657

Medical - Drugs - 1.2%
43,595 Pfizer, Inc. ................................... 1,880,034

Medical Instruments - 0.7%
20,500 Medtronic, Inc. ................................ 1,046,781

Motorcycle and Motor Scooter Manufacturing - 0.4%
14,350 Harley-Davidson, Inc. .......................... 643,956
</TABLE>

See Notes to Schedules of Investments.

98 Janus Aspen Series/July 31, 2000
<PAGE>

<TABLE>
<CAPTION>
Shares or Principal Amount Market Value
------------------------------------------------------------------------------------
<S> <C>
Multi-Line Insurance - 1.1%
20,295 American International Group, Inc. ............. $ 1,779,618

Multimedia - 3.7%
51,064 Time Warner, Inc. .............................. 3,915,971
28,200 Viacom, Inc. - Class B* ........................ 1,870,013
5,785,984
Music/Clubs - 0.5%
16,000 SFX Entertainment, Inc.* ....................... 736,000

Networking Products - 2.8%
66,500 Cisco Systems, Inc.* ........................... 4,351,594

Oil Companies - Integrated - 0.2%
5,670 Coastal Corp. .................................. 327,442

Optical Supplies - 0.9%
20,000 Allergan, Inc. ................................. 1,338,750

Pipelines - 2.8%
57,000 Enron Corp. .................................... 4,196,625
4,600 Kinder Morgan, Inc. ............................ 156,400
4,353,025
Printing - Commercial - 0.6%
30,000 Valassis Communications, Inc.* ................ 1,008,750

Radio - 1.0%
39,600 Infinity Broadcasting Corp. - Class A* ......... 1,395,900

Retail - Apparel and Shoe - 0%
1,665 Gap, Inc. ...................................... 59,628

Retail - Building Products - 0.7%
20,000 Home Depot, Inc. ............................... 1,035,000

Retail - Office Supplies - 0.4%
50,500 Staples, Inc.* ................................. 697,531

Super-Regional Banks - 1.2%
92,450 Firstar Corp. .................................. 1,825,887

Telecommunication Equipment - 5.3%
108,000 Nokia Oyj (ADR) ................................ 4,785,750
26,000 Nortel Networks Corp. - New York Shares ........ 1,933,750
81,000 Telefonaktiebolaget L.M. Ericsson A.B. (ADR) ... 1,589,625
8,309,125

Telecommunication Services - 3.0%
10,000 Allegiance Telecom, Inc.* ...................... 555,625
37,695 Cox Communications, Inc. - Class A* ............ 1,392,359
110,000 McLeodUSA, Inc. - Class A* ..................... 1,863,125
17,170 Verizon Communications, Inc. ................... 806,990
4,618,099

Telephone - Integrated - 2.0%
101,612 Telefonica S.A.* ............................... 2,137,339
18,000 Telefonos de Mexico S.A. (ADR) ................. 947,250
3,084,589

Toys - 0.1%
20,000 Mattel, Inc. ................................... 221,250
------------------------------------------------------------------------------------
Total Common Stock (cost $99,420,055) ............................ 116,158,942
------------------------------------------------------------------------------------
Corporate Bonds - 4.5%
Broadcast Services and Programming - 0.7%
$250,000 Clear Channel Communications, Inc., 1.50%
convertible senior notes, due 12/1/02 ......... 245,938
700,000 Clear Channel Communications, Inc., 2.625%
convertible senior notes, due 4/1/03 .......... 910,875
1,156,813

Cable Television - 0.1%
$ 5,000 Adelphia Communications Corp., 7.75%
senior notes, due 1/15/09 .................... $ 4,125
200,000 Telewest Communications PLC, 9.875%
senior notes, due 2/1/10+ .................... 192,000
196,125

Cellular Telecommunications - 0.1%
100,000 VoiceStream Wireless Corp., 10.375%
senior notes, due 11/15/09 ................... 107,500

Computers - Micro - 0.1%
200,000 Sun Microsystems, Inc., 7.50%
senior notes, due 8/15/06 .................... 199,750

Diversified Financial Services - 1.0%
355,000 General Electric Capital Corp., 7.00%
notes, due 3/1/02 ............................ 353,225
420,000 General Electric Capital Corp., 6.52%
notes, due 10/8/02 ........................... 415,275
400,000 General Electric Capital Corp., 7.00%
notes, due 2/3/03 ............................ 399,000
500,000 General Electric Capital Corp., 6.81%
notes, due 11/3/03 ........................... 495,000
1,662,500

Enterprise Software and Services - 1.3%
844,000 BEA Systems, Inc., 4.00%
convertible subordinated notes
due 12/15/06 ................................. 1,196,370
393,000 i2 Technologies, Inc., 5.25%
convertible subordinated notes
due 12/15/06 ................................. 707,400
1,903,770

Internet Software - 0%
30,000 Exodus Communications, Inc. 11.25%
senior notes, due 7/1/08 ..................... 29,700
Super-Regional Banks - 0.3%
500,000 Firstar Bank N.A., 7.125%
subordinated notes, due 12/1/09 .............. 480,625

Telecommunication Services - 0.5%
25,000 Allegiance Telecom, Inc., 12.875%
senior notes, due 5/15/08 .................... 27,188
83,000 NTL, Inc., 7.00%
convertible subordinated notes
due 12/15/08 ................................. 104,269
910,000 NTL, Inc., 5.75%
convertible subordinated notes
due 12/15/09+ ....................... 632,450
763,907

Wireless Equipment - 0.4%
600,000 American Tower Corp., 5.00%
convertible notes, due 2/15/10 ............... 623,250
------------------------------------------------------------------------------------
Total Corporate Bonds (cost $6,781,384) .......................... 7,123,940
------------------------------------------------------------------------------------
Preferred Stock - 3.4%
Automotive - Cars and Light Trucks - 0.8%
442 Porsche A.G. ................................... 1,302,423

Cable Television - 1.1%
7,000 Comcast Corp., convertible, 2.00%
(Sprint Corp./PCS Group) ..................... 742,000
10,000 MediaOne Group, Inc., convertible, 6.25% ....... 933,750
1,675,750
</TABLE>

See Notes to Schedules of Investments.

Janus Aspen Series/July 31, 2000 99

<PAGE>

JANUS ASPEN GROWTH AND INCOME PORTFOLIO

SCHEDULE OF INVESTMENTS

<TABLE>
<CAPTION>
Shares or Principal Amount Market Value
------------------------------------------------------------------------------------
<S> <C>
Electric - Integrated - 0.9%
18,314 Reliant Energy, Inc., convertible 7.00%
(Time Warner, Inc.) .......................... $ 1,382,707

Internet Software - 0.6%
35,492 PSINet, Inc., convertible, 7.00%+ .............. 984,903
------------------------------------------------------------------------------------
Total Preferred Stock (cost $6,103,352) .......................... 5,345,783
------------------------------------------------------------------------------------
Total Investments (total cost $112,304,791) - 82.0% .............. 128,628,665
------------------------------------------------------------------------------------
Cash, Receivables and Other Assets, net of Liabilites - 18.0% .... 28,183,600
------------------------------------------------------------------------------------
Net Assets - 100% ................................................ $156,812,265
------------------------------------------------------------------------------------
</TABLE>

Summary of Investments by Country, July 31, 2000

<TABLE>
<CAPTION>
Country % of Investment Securities Market Value
------------------------------------------------------------------------------------
<S> <C> <C>
Canada 1.5% $ 1,933,750
Finland 3.7% 4,785,750
Germany 1.0% 1,302,423
Japan 1.2% 1,464,239
Mexico 0.7% 947,250
Spain 1.7% 2,137,339
Sweden 1.2% 1,589,625
United Kingdom 1.3% 1,646,557
United States++ 87.7% 112,821,732
------------------------------------------------------------------------------------
Total 100.0% $128,628,665
</TABLE>

See Notes to Schedules of Investments.

100 Janus Aspen Series/July 31, 2000

<PAGE>

JANUS ASPEN STRATEGIC VALUE PORTFOLIO

SCHEDULE OF INVESTMENTS

<TABLE>
<CAPTION>
Shares or Principal Amount Market Value
------------------------------------------------------------------------------------
<S> <C>
Common Stocks - 68.5%
Aerospace and Defense - 1.5%
375 B.F. Goodrich Co. .............................. $ 13,383
555 United Technologies Corp. ...................... 32,398
45,781

Automotive - Truck Parts and Equipment - 2.1%
3,320 Delphi Automotive Systems Corp. ................ 49,178
225 Federal-Mogul Corp. ............................ 2,053
565 Lear Corp.* .................................... 13,172
64,403

Building Products - Cement and Aggregate - 0.6%
805 Cemex S.A. (ADR)................................ 18,917

Cable Television - 1.1%
1,000 Comcast Corp. - Special Class A* ............... 34,016

Casino Hotels - 2.6%
2,565 Park Place Entertainment Corp.*................. 32,223
3,615 Station Casinos, Inc.* ......................... 46,543
78,766

Chemicals - Diversified - 1.9%
2,665 Lyondell Chemical Co............................ 37,310
1,300 Solutia, Inc. .................................. 18,606
55,916

Chemicals - Specialty - 1.1%
1,060 Cytec Industries, Inc.* ........................ 33,125

Commercial Services - 2.0%
1,340 Dun and Bradstreet Corp. ....................... 39,614
585 Iron Mountain, Inc.* ........................... 20,475
60,089

Computer Software - 1.4%
2,000 Cadence Design Systems, Inc.* .................. 41,750

Computers - Micro - 2.1%
1,260 Apple Computer, Inc.* ......................... 64,024

Containers - Paper and Plastic - 3.4%
4,490 Packaging Corp. of America* .................... 51,074
1,005 Sealed Air Corp. ............................... 50,627
101,701

Cosmetics and Toiletries - 1.3%
720 Colgate-Palmolive Co. .......................... 40,095

Diversified Financial Services - 0.3%
110 Citigroup, Inc. ................................ 7,762

Diversified Operations - 8.6%
1,355 Danaher Corp. .................................. 69,020
495 Minnesota Mining and Manufacturing Co. ......... 44,581
670 Montana Power Co. .............................. 19,388
2,380 Tyco International, Ltd. ....................... 127,330
260,319

Electronic Components - Semiconductors - 3.6%
1,525 Advanced Micro Devices, Inc.* .................. $ 109,705

Electronic Safety Devices - 0.2%
1,352 Williams PLC ................................... 7,391

Finance - Credit Card - 1.9%
1,000 American Express Co. ........................... 56,687

Finance - Investment Bankers/Brokers - 1.0%
240 Merrill Lynch & Company, Inc. .................. 31,020

Internet Software - 0.8%
1,355 PSINet, Inc.* .................................. 23,628

Life and Health Insurance - 0.6%
745 John Hancock Financial Services, Inc.* ......... 17,601

Machinery - Construction and Mining - 1.0%
1,715 Terex Corp.* ................................... 28,297

Medical - Outpatient and Home Medical Care - 1.4%
2,880 Apria Healthcare Group, Inc.* .................. 43,020

Medical Products - 1.9%
620 Johnson & Johnson .............................. 57,699

Money Center Banks - 1.6%
445 Bank of New York Company, Inc. ................. 20,832
420 Chase Manhattan Corp.* ......................... 20,869
500 DBS Group Holdings, Ltd. ...................... 6,027
47,728
Networking Products - 2.0%
4,410 3Com Corp.* .................................... 59,810

Oil Companies - Exploration and Production - 0.5%
465 Burlington Resources, Inc. ..................... 15,171

Oil Companies - Integrated - 2.9%
1,505 Coastal Corp. .................................. 86,914

Oil Refining and Marketing - 1.4%
2,500 SK Corp. ...................................... 43,207

Paint and Related Products - 0.3%
465 The Sherwin-Williams Co. ...................... 9,678

Pipelines - 3.3%
1,770 Enron Corp. .................................... 56,691
1,240 Kinder Morgan, Inc. ............................ 42,160
98,851
Printing - Commercial - 1.9%
1,720 Valassis Communications, Inc.* ................. 57,835

Publishing - Newspapers - 2.0%
1,485 New York Times Co. - Class A ................... 61,163

Retail - Apparel and Shoe - 0.3%
560 Ross Stores, Inc. ............................. 8,610

Retail - Discount - 1.3%
2,285 TJX Companies, Inc. ........................... 38,274
</TABLE>

See Notes to Schedules of Investments.

Janus Aspen Series/July 31, 2000 101

<PAGE>

JANUS ASPEN STRATEGIC VALUE PORTFOLIO

SCHEDULE OF INVESTMENTS

<TABLE>
<CAPTION>
Shares or Principal Amount Market Value
------------------------------------------------------------------------------------
<S> <C>
Retail - Office Supplies - 0.6%
1,380 Staples, Inc.* ......................................... $ 19,061

Retail - Restaurants - 0.2%
300 Jack in the Box, Inc.* ................................ 6,431

Telephone - Integrated - 3.4%
2,150 SBC Communications, Inc.* .............................. 91,509
215 Telefonos de Mexico S.A. (ADR) ......................... 11,314
102,823

Television - 1.4%
950 SBS Broadcasting S.A. .................................. 43,225

Transportation - Services - 1.4%
2,870 Fritz Companies, Inc. ................................. 42,691

Transportation - Truck - 0.8%
915 CNF Transportation, Inc. ............................... 23,275

Wireless Equipment - 0.8%
598 Palm, Inc. ............................................. 23,322
------------------------------------------------------------------------------------
Total Common Stocks (cost $2,055,021) ................................ 2,069,781
------------------------------------------------------------------------------------
Total Investments (total cost $2,055,021) - 68.5% .................... 2,069,781
------------------------------------------------------------------------------------
Cash, Receivables and Other Assets, net of Liabilities - 31.5% ....... 949,989
------------------------------------------------------------------------------------
Net Assets - 100% .................................................... $ 3,019,770
------------------------------------------------------------------------------------
</TABLE>

Summary of Investments by Country, July 31, 2000

<TABLE>
<CAPTION>
Country % of Investment Securities Market Value
-------------------------------------------------------------------------
<S> <C> <C>
Bermuda 6.1% $ 127,330
Luxembourg 2.1% 43,225
Mexico 1.5% 30,231
Singapore 0.3% 6,027
South Korea 2.1% 43,207
United Kingdom 0.4% 7,391
United States++ 87.5% 1,812,370
-------------------------------------------------------------------------
Total 100.0% $ 2,069,781
</TABLE>

++Includes Short-Term Securities (50.2% excluding Short-Term Securities)

See Notes to Schedules of Investments.

102 Janus Aspen Series/July 31, 2000

<PAGE>

JANUS ASPEN INTERNATIONAL GROWTH PORTFOLIO

SCHEDULE OF INVESTMENTS

<TABLE>
<CAPTION>
Shares or Principal Amount Market Value
---------------------------------------------------------------------------------------
<S> <C>
Common Stock - 73.3%
Advertising Sales - 0.7%
559,598 Havas Advertising S.A.** ......................... $12,678,201

Aerospace and Defense - 0.2%
99,405 Embraer-Empresa Brasileira de
Aeronautica S.A. (ADR) ........................ 2,236,612
1,332,500 Finmeccanica S.p.A.*,** .......................... 1,815,044
4,051,656

Agricultural Biotechnology - 0.5%
162,110 Pharmacia Corp. .................................. 8,875,523

Applications Software - 0.3%
597,031 Sage Group PLC** ................................. 4,998,432

Audio and Video Products - 2.0%
333,500 Sony Corp.** ..................................... 30,648,447
35,520 Sony Corp. (ADR)** ............................... 3,336,660
33,985,107

Broadcast Services and Programming - 1.5%
90,486 EM.TV & Merchandising A.G.** ..................... 4,526,024
286,130 Grupo Televisa S.A. (GDR)** ...................... 18,491,151
939,084 Scoot.com PLC* ................................... 1,895,215
24,912,390

Cable Television - 1.0%
18,035 Globo Cabo S.A. (ADR) ............................ 278,415
310,702 Le Groupe Videotron ltee.** ...................... 6,848,751
23,075 Rogers Communications, Inc. - Class B
New York Shares*,** ........................... 575,433
324,696 Rogers Communications, Inc. - Class B*,** ........ 8,140,653
571,878 Telewest Communications PLC*,** .................. 1,481,749
17,325,001

Cellular Telecommunications - 9.9%
1,096,000 China Mobile Ltd.*,** ............................ 8,748,916
1,193,800 China Moble, Ltd. (ADR)*,** ...................... 49,766,537
119,578 Egyptian Mobile Service Co.* ..................... 3,442,482
1,677 NTT DoCoMo, Inc.** ............................... 42,087,093
560,210 Partner Communications
Company, Ltd. (ADR)* .......................... 4,411,654
191,050 Telesp Celular Participacoes S.A. (ADR) .......... 7,200,197
10,765,033 Vodafone AirTouch PLC** .......................... 47,562,262
101,310 Vodafone AirTouch PLC (ADR)** .................... 4,368,994
167,588,135

Computer Data Security - 2.1%
467,778 Baltimore Technologoies PLC*,** .................. 4,462,768
265,450 Check Point Software Technologies, Ltd.* ......... 30,792,200
35,254,968

Computer Services - 1.4%
529,850 Adcore A.B.* ..................................... 4,390,961
20,720 Atos S.A.*,** .................................... 2,054,358
20,745 Cap Gemini S.A.** ................................ 4,073,306
305,067 Getronics N.V.** ................................. 5,144,808
155,825 InfoVista S.A. (ADR)* ............................ 3,739,800
171,162 Logica PLC** ..................................... 4,434,846
23,838,079

Computer Software - 0.5%
47,000 Softbank Corp.** ................................. 3,924,661
132,029 Tietoenator Oyj** ................................ 4,679,542
8,604,203

Computers - Integrated Systems - 1.7%
81,937 ASM Lithography Holding N.V.*,** ................. $ 3,169,853
42,537 ASM Lithography Holding N.V. (ADR)*,** ........... 1,690,846
396,307 Dimension Data Holdings PLC
(British Pound) ............................... 3,395,103
1,377,200 Dimension Data Holdings PLC
(South African Rand) .......................... 11,730,855
86,000 Fujitsu, Ltd.** .................................. 2,417,310
406,900 Psion PLC** ...................................... 4,613,268
160,735 SEMA Group PLC** ................................. 2,428,996
29,446,231

Computers - Micro - 1.0%
15,368,000 Legend Holdings, Ltd.** .......................... 17,342,207

Containers - Paper and Plastic - 0.0%
6,923 IFCO Systems N.V.** .............................. 160,375
8,465 IFCO Systems N.V. (ADR)*,** ...................... 198,928
359,303

Data Processing and Management - 0.2%
7,520 Autonomy Corp. PLC*,** ........................... 1,031,368
14,855 Autonomy Corp. PLC (ADR)*,** ..................... 2,139,120
3,170,488

Distribution and Wholesale - 0.1%
974,000 Global Tech Holdings, Ltd.** ..................... 1,230,267

Diversified Financial Services - 0.2%
811,333 Egg PLC .......................................... 1,394,367
709,917 Egg PLC+ ......................................... 1,220,072
2,614,439

Diversified Operations - 1.7%
350,388 Bombardier, Inc. - Class B** ..................... 5,270,876
2,252,000 Citic Pacific, Ltd.** ............................ 12,042,282
372,740 Granada Compass .................................. 4,577,675
264,069 Hays PLC** ....................................... 1,463,337
80,685 Seagram Company, Ltd. ............................ 4,523,403
27,877,573

Electric Products - 1.3%
74,670 Samsung Electronics** ............................ 19,725,440
32,605 Samsung Electronics (GDR)**,+ .................... 2,135,627
21,861,067

Electronic Components - 5.7%
5,726 Celestica, Inc.*,** .............................. 357,647
276,100 Celestica, Inc. - New York Shares*,** ............ 17,256,250
56,645 Flextronics International, Ltd.*,** .............. 4,010,289
376,158 Koninklijke (Royal) Philips Electronics N.V.** ... 17,037,431
633,983 Koninklijke (Royal) Philips Electronics N.V ......
- New York Shares** ........................... 28,489,611
97,000 Murata Manufacturing Company, Ltd.** ............. 11,507,958
664,000 NEC Corp.** ...................................... 17,694,329
96,353,515

Electronic Components - Semiconductors - 3.5%
114,520 Chartered Semiconductor
Manufacturing, Ltd. (ADR)*,** ................. 8,245,440
17,300 Rohm Company, Ltd.** ............................. 4,539,073
130,138 STMicroelectronics N.V.** ........................ 7,404,148
257,625 STMicroelectronics N.V. - New York Shares** ...... 14,668,523
556,630 Taiwan Semiconductor Manufacturing
Company, Ltd. (ADR)*,+ ........................ 16,768,479
252,651 Taiwan Semiconductor Manufacturing
Company, Ltd. (ADR)* .......................... 7,674,274
59,299,937
</TABLE>

See Notes to Schedules of Investments.

Janus Aspen Series/July 31, 2000 103
<PAGE>
JANUS ASPEN INTERNATIONAL GROWTH PORTFOLIO

SCHEDULE OF INVESTMENTS

<TABLE>
<CAPTION>
Shares or Principal Amount Market Value
------------------------------------------------------------------------------
<S> <C>
Electronic Safety Devices - 0.3%
827,376 Williams PLC ................................ $ 4,522,941

Fiber Optics - 1.7%
392,225 Completel Europe N.V ........................ 4,506,710
211,413 JDS Uniphase Corp. .......................... 24,973,161
29,479,871

Food - Dairy Products - 0.3%
94,304 Koninklijke Numico N.V.** ................... 4,426,008

Food - Diversified - 0.3%
97,073 Unilever N.V.** ............................. 4,254,634

Human Resources - 0.3%
220,552 Capita Group PLC** .......................... 5,328,077

Internet Content - 0%
169,295 Melbourne IT Ltd.* .......................... 824,363

Internet Software - 0.1%
59,475 GEO Interactive Media Group PLC*,**,+ ....... 999,875
3,363 Intershop Communications A.G.*,** ........... 1,324,398
2,324,273

Life and Health Insurance - 0.4%
476,771 Prudential PLC** ............................ 6,505,090

Machinery - Electrical - 0.3%
63,939 Schneider Electric S.A.** ................... 4,363,562

Medical - Biomedical and Genetic - 1.3%
304,981 Cambridge Antibody Technology
Group PLC*,** ............................. 13,474,725
298,174 Oxford GlycoSciences PLC*,** ................ 8,529,592
22,004,317

Medical - Drugs - 2.6%
360,510 AstraZeneca Group PLC** ..................... 15,528,565
1,885 AstraZeneca Group PLC (ADR)** ............... 80,584
8,524 Serono S.A. - Class B** ..................... 9,024,375
6,080 Serono S.A .................................. 3,252,800
462,000 Shionogi & Co., Ltd.** ...................... 7,547,066
129,000 Takeda Chemical Industries, Ltd.** .......... 7,652,199
35,000 Yamanouchi Pharmaceutical Company, Ltd.** ... 1,641,778
44,727,367

Metal Processors and Fabricators - 0.5%
487,273 Assa Abloy A.B. - Class B ................... 9,245,164

Money Center Banks - 1.8%
1,743,295 Banco Bilbao Vizcaya Argentaria S.A.** ...... 25,199,858
203,525 DBS Group Holdings, Ltd. .................... 2,453,204
474,000 Fuji Bank, Ltd.** ........................... 3,062,631
30,715,693

Multimedia - 0.6%
99,002 Corus Entertainment, Inc. - Class B*,** ..... 2,615,409
9,630 News Corporation, Ltd. (ADR) ................ 474,277
328,524 Shaw Communications, Inc. - Class B** ....... 7,529,051
10,618,737

Oil Companies - Integrated - 2.7%
579,010 Petroleo Brasileiro S.A. (ADR) .............. 15,481,917
201,530 Total Fina Elf** ............................ 29,860,067
45,341,984

Optical Supplies - 0.1%
12,000 Hoya Corp. .................................. 1,007,517

Petrochemicals - 0.5%
616,349 Reliance Industries, Ltd. ................... $ 4,626,879
252,960 Reliance Industries, Ltd. (GDR)+ ............ 4,299,055
8,925,934

Property and Casualty Insurance - 0.1%
189,000 Tokio Marine & Fire Insurance
Company, Ltd.** ........................... 1,905,931

Publishing - Newspapers - 0.2%
154,000 Singapore Press Holdings, Ltd.** ............ 2,620,067

Recycling - 0.5%
295,504 Tomra Systems A.S.A ......................... 7,773,570

Retail - Diversified - 0.1%
33,000 Ito-Yokado Company, Ltd.** .................. 1,966,574

Security Services - 0.8%
578,488 Securitas A.B. - Class B .................... 12,615,875

Telecommunication Equipment - 12.0%
16,830 ADVA A.G. Optical Networking** .............. 1,902,596
181,735 Alcatel S.A.** .............................. 13,404,612
143,187 Alcatel S.A. (ADR)** ........................ 10,470,549
76,815 Comverse Technology, Inc. ................... 6,740,516
1,112,760 Datacraft Asia, Ltd.** ...................... 8,290,062
504,291 Nokia Oyj** ................................. 22,340,998
1,118,025 Nokia Oyj (ADR)** ........................... 49,542,483
42,309 Nortel Networks Corp. ....................... 3,125,311
641,173 Nortel Networks Corp. - New York Shares** ... 47,687,242
1,098,056 Telefonaktiebolaget L.M. Ericsson A.B.(ADR).. 21,549,349
920,512 Telefonaktiebolaget L.M. Ericsson A.B
- Class B ................................. 17,966,997
203,020,715

Telecommunication Services - 3.7%
283,210 Amdocs, Ltd.* ............................... 19,028,172
179,405 China Unicom, Ltd. (ADR)*,** ................ 4,227,230
283,235 COLT Telecom Group PLC*,** .................. 8,844,598
27,220 Dacom Corp. ................................. 2,803,138
478,930 Energis PLC*,** ............................. 3,428,665
84,360 FirstCom Corp.* ............................. 1,170,495
125,000 GT Group Telecom, Inc.
- Class B, New York Shares*,** ............ 2,039,063
183,450 Infonet Services Corp. - Class B* ........... 2,579,766
142,951 NTL, Inc.* .................................. 6,441,729
465,760 SK Telecom Company, Ltd. (ADR) .............. 14,205,680
64,768,536

Telephone - Integrated - 4.9%
545 Nippon Telegraph & Telephone Corp.** ........ 6,515,548
972,439 Telefonica S.A.*,** ......................... 20,454,593
62,200 Telefonica S.A. (ADR)*,** ................... 3,937,974
849,580 Telefonos de Mexico S.A. (ADR) .............. 44,709,147
200,134 Versatel Telecom International N.V.*,** ..... 6,657,604
82,274,866

Television - 0.6%
16,327 Canal Plus S.A.** ........................... 2,587,052
748,473 Granada Media PLC* .......................... 6,994,970
9,582,022

Tobacco - 0.3%
578 Japan Tobacco, Inc.** ....................... 4,378,135

Wire and Cable Products - 0.8%
521,000 Furukawa Electric Company, Ltd.** ........... 14,192,707
------------------------------------------------------------------------------
Total Common Stock (cost $1,020,128,512) ...................... 1,241,381,252
------------------------------------------------------------------------------
</TABLE>

See Notes to Schedules of Investments.

104 Janus Aspen Series/July 31, 2000

<PAGE>

<TABLE>
<CAPTION>
Shares or Principal Amount Market Value
--------------------------------------------------------------------------------
<S> <C>
Corporate Bonds - 0%
Cable Television - 0%
$ 105,000 United Pan-Europe Communications N.V.
11.25% senior notes, due 2/1/10
(cost $104,240)** ........................ $ 89,775
--------------------------------------------------------------------------------
Preferred Stock - 1.4%
Automotive - Cars and Light Trucks - 0.4%
2,367 Porsche A.G.**.............................. 6,974,739

Insurance Brokers - 0.5%
60,088 Marschollek, Lautenschlaeger und
Partner A.G.** ........................... 8,797,260

Multimedia - 0.0%
19,160 News Corporation, Ltd. (ADR) ............... 808,313

Telecommunication Services - 0.5%
83,365 Telecomunicacoes Brasileiras S.A.(ADR) ..... 7,565,374
--------------------------------------------------------------------------------
Total Preferred Stock (cost $15,839,707) ....................... 24,145,686
--------------------------------------------------------------------------------
U.S. Government Agencies - 14.6%
$50,000,000 Federal Home Loan Bank System
5.87%, 8/18/00 ........................... 49,849,833
50,000,000 Federal Home Loan Bank System
5.87%, 9/8/00 ............................ 49,690,195
50,000,000 Federal Home Loan Bank System
5.96%, 9/18/00 ........................... 49,573,333
50,000,000 Federal Home Loan Bank System
6.02%, 9/22/00 ........................... 49,565,222
25,000,000 Federal Home Loan Bank System
6.34%, 10/18/00 .......................... 24,650,500
24,000,000 Freddie Mac, 6.32%, 8/11/00 ................ 23,957,867
--------------------------------------------------------------------------------
Total U.S. Government Agencies (cost $247,292,492) ............. 247,286,950
--------------------------------------------------------------------------------
Total Investments (total cost $1,283,364,951) - 89.3% ... 1,512,903,663
--------------------------------------------------------------------------------
Cash, Receivables and Other Assets, net of
Liabilities - 10.7% ................................... 180,451,682
--------------------------------------------------------------------------------
Net Assets - 100% ....................................... $1,693,355,345
--------------------------------------------------------------------------------
</TABLE>

See Notes to Schedules of Investments.

Janus Aspen Series/July 31, 2000 105

<PAGE>

JANUS ASPEN INTERNATIONAL GROWTH PORTFOLIO

Summary of Investments by Country, July 31, 2000

<TABLE>
<CAPTION>
Country % of Investment Securities Market Value
-------------------------------------------------------------------------------
<S> <C> <C>
Australia 0.1% $ 2,106,953
Brazil 2.2% 32,762,515
Canada 7.0% 105,969,084
Egypt 0.2% 3,442,482
Finland 5.0% 76,563,023
France 7.0% 105,304,175
Germany 1.5% 23,525,015
Hong Kong 6.2% 93,357,439
India 0.6% 8,925,934
Israel 2.4% 36,203,729
Italy 0.1% 1,815,044
Japan 11.0% 166,025,606
Mexico 4.2% 63,200,298
Netherlands 5.0% 75,826,577
Norway 0.5% 7,773,570
Singapore 1.7% 25,619,062
South Korea 2.6% 38,869,885
Spain 3.3% 49,592,425
Sweden 4.3% 65,768,343
Switzerland 0.8% 12,277,175
Taiwan 1.6% 24,442,753
United Kingdom 11.7% 176,436,267
United States++ 21.0% 317,096,309
-------------------------------------------------------------------------------
Total 100.0% $1,512,903,663
</TABLE>

++Includes Short-Term Securities (4.6% excluding Short-Term Securities)

Forward Currency Contracts, Open at July 31, 2000

<TABLE>
<CAPTION>
Currency Sold and Currency Currency Unrealized
Settlement Date Units Sold Value in $ U.S. Gain/(Loss)
--------------------------------------------------------------------------
<S> <C> <C> <C>
British Pound 9/22/00 5,500,000 $ 8,246,700 $ 514,938
British Pound 9/29/00 17,500,000 26,243,000 1,540,000
British Pound 10/5/00 9,500,000 14,247,150 787,550
British Pound 1/26/01 800,000 1,202,400 22,000
Canadian Dollar 9/22/00 8,900,000 5,994,881 137,468
Canadian Dollar 11/17/00 6,100,000 4,114,671 11,132
Euro 9/8/00 9,800,000 9,099,300 (183,652)
Euro 9/8/00 3,400,000 3,156,900 122,264
Euro 9/22/00 8,800,000 8,176,960 315,128
Euro 9/29/00 26,300,000 24,448,480 1,019,125
Euro 11/17/00 14,200,000 13,232,980 (240,264)
Euro 1/19/01 3,000,000 2,804,700 30,660
Euro 1/26/01 10,600,000 9,914,180 404,920
Euro 1/26/01 7,700,000 7,201,810 294,063
Hong Kong Dollar 3/16/01 58,000,000 7,455,492 (11,635)
Hong Kong Dollar 3/16/01 35,000,000 4,499,004 (7,448)
Hong Kong Dollar 3/16/01 9,000,000 1,156,887 (1,485)
Hong Kong Dollar 3/16/01 65,000,000 8,355,293 (10,244)
Hong Kong Dollar 3/16/01 24,600,000 3,162,157 (5,786)
Hong Kong Dollar 3/16/01 11,400,000 1,465,390 (2,785)
Hong Kong Dollar 3/16/01 23,000,000 2,956,488 (5,159)
Hong Kong Dollar 3/16/01 15,000,000 1,928,144 (2,446)
Hong Kong Dollar 5/7/01 1,000,000 128,568 (2,504)
Hong Kong Dollar 5/7/01 4,000,000 514,271 (10,524)
Hong Kong Dollar 5/7/01 5,000,000 642,839 (13,203)
Hong Kong Dollar 5/7/01 5,000,000 642,839 (12,417)
Hong Kong Dollar 5/7/01 3,000,000 385,703 (5,807)
Hong Kong Dollar 5/7/01 4,000,000 514,271 (7,204)
Hong Kong Dollar 5/7/01 10,000,000 1,285,678 (17,366)
Hong Kong Dollar 5/7/01 10,200,000 1,311,391 (17,911)
Hong Kong Dollar 5/7/01 13,800,000 1,774,235 (23,977)
Hong Kong Dollar 5/7/01 2,000,000 257,136 (3,460)
Hong Kong Dollar 5/7/01 14,000,000 1,799,949 (18,279)
Hong Kong Dollar 5/7/01 9,000,000 1,157,110 (7,376)
Hong Kong Dollar 5/7/01 3,200,000 411,417 (2,513)
Hong Kong Dollar 5/7/01 5,800,000 745,693 (4,612)
Hong Kong Dollar 5/7/01 14,000,000 1,799,949 (11,177)
Hong Kong Dollar 5/7/01 6,000,000 771,407 (4,486)
Hong Kong Dollar 5/7/01 19,000,000 2,442,787 (6,765)
Hong Kong Dollar 5/7/01 40,000,000 5,142,710 (14,308)
Hong Kong Dollar 5/10/01 10,000,000 1,285,678 (14,997)
Hong Kong Dollar 5/10/01 14,000,000 1,799,949 (20,431)
Hong Kong Dollar 5/10/01 8,000,000 1,028,542 (9,499)
Hong Kong Dollar 5/10/01 25,000,000 3,214,194 (26,150)
Hong Kong Dollar 5/10/01 19,000,000 2,442,787 (5,327)
Hong Kong Dollar 5/10/01 65,000,000 8,356,904 (22,325)
Hong Kong Dollar 5/10/01 25,000,000 3,214,194 (1,281)
Hong Kong Dollar 6/27/01 7,000,000 900,032 (1,156)
Hong Kong Dollar 6/27/01 14,400,000 1,851,495 (3,113)
Hong Kong Dollar 6/27/01 39,000,000 5,014,465 (8,560)
Japanese Yen 9/1/00 1,400,000,000 12,882,863 339,541
Japanese Yen 9/8/00 300,000,000 2,763,983 105,731
Japanese Yen 9/8/00 2,100,000,000 19,347,884 1,002,925
Japanese Yen 9/8/00 1,000,000,000 9,213,278 398,410
Japanese Yen 9/8/00 270,000,000 2,487,585 162,670
Japanese Yen 9/8/00 550,000,000 5,067,303 287,058
Japanese Yen 9/8/00 500,000,000 4,606,639 193,760
Japanese Yen 9/14/00 700,000,000 6,456,052 286,842
Japanese Yen 9/29/00 160,000,000 1,479,544 78,391
Japanese Yen 10/5/00 405,000,000 3,749,035 252,941
Japanese Yen 11/17/00 850,700,000 7,936,241 93,776
Japanese Yen 1/19/01 35,000,000 330,424 10,540
Singapore Dollar 7/16/01 1,900,000 1,139,089 41,035
Singapore Dollar 7/16/01 400,000 239,808 2,910
South Korean Won 1/26/01 420,000,000 375,536 (1,205)
South Korean Won 2/8/01 547,000,000 489,048 (655)
South Korean Won 2/8/01 700,000,000 625,838 (699)
South Korean Won 2/15/01 1,750,000,000 1,564,456 (210)
South Korean Won 2/22/01 1,270,000,000 1,135,246 (304)
South Korean Won 3/1/01 1,550,000,000 1,385,413 (3,335)
South Korean Won 3/8/01 1,360,000,000 1,214,394 (921)
Swiss Franc 9/8/00 1,900,000 1,143,063 34,500
Swiss Franc 10/5/00 950,000 572,840 10,338
Swiss Franc 10/5/00 800,000 482,392 3,000
--------------------------------------------------------------------------
Total $306,587,114 $7,728,655
</TABLE>

See Notes to Schedules of Investments.

106 Janus Aspen Series/July 31, 2000
<PAGE>
JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO

SCHEDULE OF INVESTMENTS

<TABLE>
<CAPTION>
Shares or Principal Amount Market Value
-----------------------------------------------------------------------------------
<S> <C>
Common Stocks - 84.5%
Advertising Agencies - 0.2%
173,225 Omnicom Group, Inc. ............................. $ 14,724,125

Aerospace and Defense - 0.1%
7,580,000 Finmeccanica S.p.A.*,** ......................... 10,324,978

Agricultural Biotechnology - 0.6%
991,440 Pharmacia Corp. ................................. 54,281,340

Applications Software - 0.5%
222,485 Microsoft Corp.* ................................ 15,532,234
3,560,125 Sage Group PLC** ................................ 29,805,896
45,338,130

Audio and Video Products - 1.3%
1,340,000 Sony Corp.** .................................... 123,145,186

Broadcast Services and Programming - 2.7%
4,083,320 AT&T Corp./Liberty Media Group - Class A* ....... 90,853,870
463,570 Clear Channel Communications, Inc.* ............. 35,318,239
575,713 EM.TV & Merchandising A.G.** .................... 28,796,621
1,439,960 Grupo Televisa S.A. (GDR)* ...................... 93,057,415
248,026,145

Cable Television - 1.0%
1,379,760 Comcast Corp. - Special Class A* ................ 46,933,399
158,850 Globo Cabo S.A. (ADR) ........................... 2,452,247
129,480 Le Groupe Videotron ltee.** ..................... 2,854,105
209,740 Rogers Communications, Inc.
- Class B, New York Shares*,** ................ 5,230,391
941,834 Rogers Communications, Inc. - Class B*,** ....... 23,613,298
3,614,691 Telewest Communications PLC*,** ................. 9,365,747
90,449,187

Cellular Telecommunications - 11.0%
8,598,000 China Mobile, Ltd.*,** .......................... 68,634,290
7,868,720 China Moble, Ltd. (ADR)*,** ..................... 328,027,265
334,429 Egyptian Mobile Service Co.* .................... 9,627,740
10,629 NTT DoCoMo, Inc.** .............................. 266,752,360
64,421,001 Vodafone AirTouch PLC** ......................... 284,626,023
1,129,825 Vodafone AirTouch PLC (ADR)** ................... 48,723,703
1,006,391,381

Chemicals - Specialty - 0.2%
558,200 Praxair, Inc. ................................... 22,083,788

Commercial Services - 0.3%
639,435 Paychex, Inc. ................................... 29,254,151

Computer Data Security - 1.6%
966,010 Check Point Software Technologies, Ltd.* ........ 112,057,160
191,645 VeriSign, Inc.* ................................. 30,411,666
142,468,826

Computer Services - 1.1%
131,228 Atos S.A.*,** ................................... 13,011,066
161,445 Cap Gemini S.A.** ............................... 31,699,920
1,852,628 Getronics N.V.** ................................ 31,243,683
1,061,317 Logica PLC** .................................... 27,498,965
103,453,634

Computer Software - 0.3%
731,101 Tietoenator Oyj** ............................... 25,912,626

Computers - Integrated Systems - 1.7%
521,949 ASM Lithograpy Holding N.V.*,** ................. $ 20,192,364
205,635 ASM Lithography Holding N.V. (ADR)*,** .......... 8,173,991
2,510,032 Dimension Data Holdings PLC
(British Pound) ............................... 21,503,067
9,259,700 Dimension Data Holdings PLC
(South African Rand) .......................... 78,873,219
577,000 Fujitsu, Ltd.** ................................. 16,218,463
1,034,991 SEMA Group PLC** 15,640,580
160,601,684

Computers - Memory Devices - 1.3%
1,275,080 EMC Corp.* ...................................... 108,541,185
88,695 VERITAS Software Corp.* ......................... 9,041,347
117,582,532

Computers - Micro - 1.1%
15,592,000 Legend Holdings, Ltd.** ......................... 17,594,983
818,740 Sun Microsystems, Inc.* ......................... 86,325,899
103,920,882

Data Processing and Management - 0.2%
47,856 Autonomy Corp. PLC*,** .......................... 6,563,450
85,585 Autonomy Corp. PLC (ADR)*,** .................... 12,324,240
18,887,690

Diversified Financial Services - 0.1%
488,415 Associates First Capital Corp. - Class A ........ 12,790,368

Diversified Operations - 2.5%
13,770,000 Citic Pacific, Ltd.** ........................... 73,633,314
1,687,155 General Electric Co. ............................ 86,783,035
1,902,740 Granada Compass PLC ............................. 23,367,832
2,473,907 Hays PLC** ...................................... 13,709,140
508,085 Tyco International, Ltd. ........................ 27,182,548
224,675,869

E-Commerce - 0.2%
474,720 Amazon.com, Inc.* ............................... 14,300,940

Electric Products - 1.3%
456,110 Samsung Electronics** ........................... 120,489,758

Electronic Components - 5.1%
50,654 Celestica, Inc.*,** ............................. 3,163,863
1,303,315 Celestica, Inc. - New York Shares*,** ........... 81,457,187
195,375 Flextronics International, Ltd.* ................ 13,831,939
2,629,971 Koninklijke (Royal) Philips Electronics N.V.** .. 119,120,022
1,584,774 Koninklijke (Royal) Philips Electronics N.V
- New York Shares** ........................... 71,215,782
348,410 Lattice Semiconductor Corp.* .................... 19,118,999
400,000 Murata Manufacturing Company, Ltd.** ............ 47,455,496
3,809,000 NEC Corp.** ..................................... 101,502,560
456,865,848

Electronic Components - Semiconductors - 2.2%
442,440 Applied Materials, Inc.* ........................ 33,570,135
662,780 Conexant Systems, Inc.* ......................... 21,208,960
83,400 Rohm Company, Ltd.** ............................ 21,882,003
1,136,611 STMicroelectronics N.V.** ....................... 64,667,018
156,105 STMicroelectronics N.V. - New York Shares** ..... 8,888,228
820,580 Texas Instruments, Inc. ......................... 48,157,789
198,374,133
</TABLE>

See Notes to Schedules of Investments.

Janus Aspen Series/July 31, 2000 107

<PAGE>

JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO

SCHEDULE OF INVESTMENTS

<TABLE>
<CAPTION>
Shares or Principal Amount Market Value
--------------------------------------------------------------------------------
<S> <C>
Enterprise Software and Services - 0.2%
88,880 BEA Systems, Inc.* ............................ $ 3,827,395
160,540 i2 Technologies, Inc.* ........................ 20,830,065
24,657,460

Fiber Optics - 2.1%
276,605 Corning, Inc. ................................. 64,708,282
888,859 JDS Uniphase Corp.* ........................... 104,996,469
81,555 SDL, Inc.* .................................... 28,304,682
198,009,433

Finance - Credit Card - 0.7%
1,075,725 American Express Co. .......................... 60,980,161

Food - Dairy Products - 0.2%
378,976 Koninklijke Numico N.V.** ..................... 17,786,634

Food - Diversified - 0.3%
561,626 Unilever N.V.** ............................... 24,615,630

Human Resources - 0.4%
1,531,133 Capita Group PLC** ............................ 36,988,984

Instruments - Scientific - 0.3%
302,720 PE Corp./PE Biosystems Group .................. 26,393,400

Internet Content - 0.3%
265,100 Softbank Corp.** .............................. 22,136,757

Internet Software - 0.7%
731,610 America Online, Inc.* ......................... 39,003,958
12,828 Intershop Communications A.G.*,** ............. 5,051,850
257,700 Phone.com, Inc. ............................... 20,583,788
64,639,596

Life and Health Insurance - 0.6%
4,083,580 Prudential PLC** .............................. 55,716,595

Machinery - Electrical - 0.3%
387,319 Schneider Electric S.A.** ..................... 26,432,860

Medical - Biomedical and Genetic - 0.7%
133,830 Genentech, Inc.* .............................. 20,358,889
146,505 Human Genome Sciences, Inc. ................... 17,699,635
25,570 Incyte Genomics, Inc. ......................... 1,938,526
101,215 Incyte Genomics, Inc.*,# ...................... 7,193,777
34,685 Millennium Pharmaceuticals, Inc.* ............. 3,338,431
124,245 PE Corp./Celera Genomics Group ................ 10,793,784
61,323,042

Medical - Drugs - 3.4%
1,872,119 AstraZeneca Group PLC** ....................... 80,639,431
14,695 AstraZeneca Group PLC (ADR)** ................. 628,211
2,594,469 Pfizer, Inc. .................................. 111,886,476
386,300 Schering-Plough Corp. ......................... 16,683,331
284,830 Sepracor, Inc.* ............................... 30,120,772
949,000 Takeda Chemical Industries, Ltd.** ............ 56,294,082
317,000 Yamanouchi Pharmaceutical Company, Ltd.** ..... 14,869,814
311,122,117

Medical Instruments - 0.8%
1,364,140 Medtronic, Inc. ............................... 69,656,399

Medical Products - 1.1%
697,155 Johnson & Johnson ............................. 64,878,987
51,851 Synthes-Stratec, Inc.*,+ ...................... 27,740,285
92,619,272

Metal Processors and Fabricators - 0.7%
3,505,541 Assa Abloy A.B. - Class B ..................... 66,511,587

Money Center Banks - 2.3%
9,770,430 Banco Bilbao Vizcaya Argentaria S.A.** ........ $141,234,528
867,885 Chase Manhattan Corp. ......................... 43,123,036
4,205,000 Fuji Bank, Ltd.** ............................. 27,169,549
211,527,113

Multimedia - 4.2%
460,200 Seagram Company, Ltd. ......................... 25,799,963
1,870,517 Shaw Communications, Inc. - Class B** ......... 42,868,155
2,712,145 Time Warner, Inc. ............................. 207,987,620
1,536,570 Viacom, Inc. - Class B* ....................... 101,893,798
378,549,536

Networking Products - 3.9%
681,410 3Com Corp.* ................................... 9,241,623
5,198,535 Cisco Systems, Inc.* .......................... 340,179,134
349,420,757

Oil Companies - Integrated - 2.2%
3,187,210 Petroleo Brasileiro S.A. (ADR) ................ 85,221,533
760,302 Total Fina Elf S.A.** ......................... 112,651,558
197,873,091

Optical Supplies - 0.1%
67,000 Hoya Corp. .................................... 5,625,301

Petrochemicals - 0.6%
5,958,180 Reliance Industries, Ltd. ..................... 44,727,549
393,795 Reliance Industries, Ltd. (GDR)+ .............. 6,692,546
51,420,095

Pipelines - 0.5%
561,590 Enron Corp. ................................... 41,347,064

Property and Casualty Insurance - 0.2%
1,367,000 Tokio Marine & Fire Insurance Company,
Ltd.** ...................................... 13,785,228

Radio - 0.2%
190,300 AMFM, Inc.* ................................... 13,594,556
154,760 Infinity Broadcasting Corp. - Class A* ........ 5,455,290
19,049,846

Retail - Apparel and Shoe - 0.3%
884,305 Gap, Inc. ..................................... 31,669,173

Retail - Diversified - 0.2%
271,000 Ito-Yokado Company, Ltd.** .................... 16,149,744

Retail - Office Supplies - 0.1%
508,940 Staples, Inc.* ................................ 7,029,734

Security Services - 0.7%
3,070,394 Securitas A.B. - Class B ...................... 66,960,258

Telecommunication Equipment - 9.7%
1,165,155 Alcatel S.A.** ................................ 85,940,797
367,019 Alcatel S.A. (ADR)** .......................... 26,838,264
468,090 Comverse Technology, Inc. ..................... 41,074,898
4,798,909 Nokia Oyj** ................................... 212,600,296
3,802,560 Nokia Oyj (ADR)** ............................. 168,500,940
2,463,345 Nortel Networks Corp. - New York Shares** ..... 183,211,284
137,800 QUALCOMM, Inc.* ............................... 8,948,388
3,468,508 Telefonaktiebolaget L.M. Ericsson A.B. (ADR) .. 68,069,470
4,482,480 Telefonaktiebolaget L.M. Ericsson - Class B ... 87,491,207
882,675,544
</TABLE>

See Notes to Schedules of Investments.

108 Janus Aspen Series/July 31, 2000

<PAGE>

<TABLE>
<CAPTION>
Shares or Principal Amount Market Value
--------------------------------------------------------------------------------
<S> <C>
Telecommunication Services - 3.9%
1,274,510 Amdocs, Ltd.* ............................. $ 85,631,141
139,861 Carrier 1 International S.A.* ............. 7,101,986
1,017,155 China Unicom, Ltd. (ADR)*,** .............. 23,966,715
2,467,131 COLT Telecom Group PLC*,** ................ 77,041,262
65,150 Dacom Corp.** ............................. 6,709,201
6,474,330 Energis PLC*,** ........................... 46,349,798
1,535,670 Infonet Services Corp. - Class B* ......... 21,595,359
310,635 Level 3 Communications, Inc.* ............. 21,259,083
393,413 NTL, Inc.* ................................ 17,728,173
1,665,790 SK Telecom Company, Ltd. (ADR) ............ 50,806,595
358,189,313

Telephone - Integrated - 4.1%
242,675 AT&T Corp. ................................ 7,507,758
1,157 Nippon Telegraph & Telephone Corp.** ...... 13,832,091
6,082,384 Telefonica S.A.*,** ....................... 127,938,808
508,915 Telefonica S.A. (ADR)*,** ................. 32,220,681
3,621,485 Telefonos de Mexico S.A. (ADR) ............ 190,580,648
372,079,986

Television - 0.2%
101,843 Canal Plus S.A.** ......................... 16,137,264

Wire and Cable Products - 1.3%
4,517,000 Furukawa Electric Company, Ltd.** ......... 123,048,860

Wireless Equipment - 0.4%
1,010,673 Palm, Inc. ................................ 39,416,247
--------------------------------------------------------------------------------
Total Common Stocks (cost $5,513,942,494) ...................... 7,685,887,282
--------------------------------------------------------------------------------

Corporate Bonds - 0%
Cable Television - 0%
$ 830,000 United Pan-Europe Communications N.V
11.25%, senior notes, due 2/1/10
(cost $823,992)** ....................... 709,650
--------------------------------------------------------------------------------

Preferred Stock - 0.9%
Automotive - Cars and Light Trucks - 0.3%
11,997 Porsche A.G.** ............................ 35,351,056

Telephone - Integrated - 0.6%
561,295 Telecomunicacoes Brasileiras S.A. (ADR) ... 50,937,521
--------------------------------------------------------------------------------
Total Preferred Stock (cost $80,138,903) ....................... 86,288,577
--------------------------------------------------------------------------------

U.S. Government Agencies - 9.6%
$ 50,000,000 Fannie Mae, 6.06%, 8/21/00 ................ $ 49,821,943
25,000,000 Fannie Mae, 6.07%, 9/13/00 ................ 24,807,500
50,000,000 Fannie Mae, 6.40%, 10/5/00 ................ 49,417,500
230,000,000 Federal Farm Credit Bank, 6.38%, 8/10/00 .. 29,952,151
25,000,000 Federal Farm Credit Bank, 6.32%, 8/11/00 .. 24,956,111
50,000,000 Federal Home Loan Bank System
6.39%, 8/7/00 ........................... 49,946,750
50,000,000 Federal Home Loan Bank System
5.84%, 8/14/00 .......................... 49,894,556
50,000,000 Federal Home Loan Bank System
5.87%, 8/18/00 .......................... 49,860,222
50,000,000 Federal Home Loan Bank System
5.86%, 8/31/00 .......................... 49,755,833
50,000,000 Federal Home Loan Bank System
5.87%, 9/8/00 ........................... 49,690,193
50,000,000 Federal Home Loan Bank System
5.94%, 9/13/00 .......................... 49,614,793
50,000,000 Federal Home Loan Bank System
5.96%, 9/18/00 .......................... 49,573,333
50,000,000 Federal Home Loan Bank System
5.89%, 9/15/00 .......................... 49,631,875
50,000,000 Federal Home Loan Bank System
5.92%, 9/27/00 .......................... 49,488,583
100,000,000 Federal Home Loan Bank System
6.34%, 10/18/00 ......................... 98,602,000
50,000,000 Federal Home Loan Bank System
6.53%, 11/10/00 ......................... 49,093,500
50,000,000 Freddie Mac, 6.05%, 10/06/00 .............. 49,408,500
50,000,000 Freddie Mac, 6.405%, 10/26/00 ............. 49,229,500
--------------------------------------------------------------------------------
Total U.S. Government Agencies (cost $872,775,692) ............. 872,744,843
--------------------------------------------------------------------------------
Total Investments (total cost $6,467,681,082) - 95.0% .......... 8,645,630,352
--------------------------------------------------------------------------------
Cash, Receivables and Other Assets, net of Liabilities - 5.0% .. 450,548,551
--------------------------------------------------------------------------------
Net Assets - 100% .............................................. $9,096,178,903
--------------------------------------------------------------------------------
</TABLE>

See Notes to Schedules of Investments.

Janus Aspen Series/July 31, 2000 109

<PAGE>

JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO

SUMMARY OF INVESTMENTS BY COUNTRY, JULY 31, 2000

<TABLE>
<CAPTION>
Country % of Investment Securities Market Value
-------------------------------------------------------------------------------
<S> <C> <C>
Bermuda 0.3% $ 27,182,548
Brazil 1.6% 138,611,301
Canada 4.3% 368,198,247
Egypt 0.1% 9,627,740
Finland 4.7% 407,013,862
France 4.5% 386,266,975
Germany 0.8% 69,199,527
Hong Kong 5.9% 511,856,567
India 0.6% 51,420,095
Israel 1.3% 112,057,160
Italy 0.1% 10,324,978
Japan 10.1% 869,867,495
Mexico 3.3% 283,638,063
Netherlands 3.4% 293,057,756
Singapore 0.2% 13,831,939
South Korea 2.1% 178,005,554
Spain 3.5% 301,394,017
Sweden 3.3% 289,032,522
Switzerland 0.4% 34,842,271
United Kingdom 10.1% 869,366,143
United States++ 39.6% 3,420,835,592
-------------------------------------------------------------------------------
Total 100.0% $8,645,630,352
</TABLE>

++Includes Short-Term Securities (29.5% excluding Short-Term Securities)

Forward Currency Contracts, Open at July 31, 2000

<TABLE>
<CAPTION>
Currency Sold and Currency Currency Unrealized
Settlement Date Units Sold Value in $ U.S. Gain/(Loss)
--------------------------------------------------------------------------------
<S> <C> <C> <C>
British Pound 9/8/00 19,600,000 $ 29,382,360 $ 1,641,598
British Pound 9/8/00 11,500,000 17,239,650 940,240
British Pound 9/8/00 12,600,000 18,888,660 977,130
British Pound 9/22/00 27,000,000 40,483,800 2,527,875
British Pound 9/29/00 37,000,000 55,485,200 3,256,000
British Pound 1/26/01 62,900,000 94,538,700 1,729,750
Canadian Dollar 9/22/00 10,400,000 7,005,254 160,636
Canadian Dollar 11/17/00 10,800,000 7,284,992 19,709
Euro 9/8/00 500,000 464,250 (9,370)
Euro 9/8/00 18,000,000 16,713,000 647,280
Euro 9/22/00 53,800,000 49,990,960 1,926,578
Euro 9/29/00 150,100,000 139,532,960 5,816,375
Euro 10/5/00 36,200,000 33,658,760 1,129,440
Euro 11/17/00 75,000,000 69,892,500 (1,269,000)
Euro 1/19/01 26,300,000 24,587,870 268,786
Euro 1/26/01 1,300,000 1,215,890 49,660
Euro 1/26/01 39,000,000 36,476,700 1,489,410
Euro 3/22/01 10,000,000 9,376,000 77,000
Hong Kong Dollar 3/16/01 152,000,000 19,538,531 (30,492)
Hong Kong Dollar 3/16/01 48,200,000 6,195,771 (7,954)
Hong Kong Dollar 3/16/01 343,800,000 44,193,072 (54,184)
Hong Kong Dollar 3/16/01 157,800,000 20,284,080 (37,113)
Hong Kong Dollar 3/16/01 97,700,000 12,558,648 (23,871)
Hong Kong Dollar 3/16/01 237,000,000 30,464,683 (53,165)
Hong Kong Dollar 3/16/01 80,000,000 10,283,437 (13,043)
Hong Kong Dollar 5/7/01 20,500,000 2,635,639 (57,833)
Hong Kong Dollar 5/7/01 15,000,000 1,928,516 (44,094)
Hong Kong Dollar 5/7/01 23,000,000 2,957,058 (57,594)
Hong Kong Dollar 5/7/01 36,000,000 4,628,439 (94,720)
Hong Kong Dollar 5/7/01 49,500,000 6,364,104 (130,711)
Hong Kong Dollar 5/7/01 25,000,000 3,214,194 (62,086)
Hong Kong Dollar 5/7/01 22,000,000 2,828,491 (42,587)
Hong Kong Dollar 5/7/01 94,000,000 12,085,369 (165,058)
Hong Kong Dollar 5/7/01 102,000,000 13,113,911 (177,218)
Hong Kong Dollar 5/7/01 14,000,000 1,799,949 (24,223)
Hong Kong Dollar 5/7/01 85,000,000 10,928,259 (110,982)
Hong Kong Dollar 5/7/01 50,000,000 6,428,388 (40,979)
Hong Kong Dollar 5/7/01 10,500,000 1,349,961 (8,246)
Hong Kong Dollar 5/7/01 19,500,000 2,507,071 (15,504)
Hong Kong Dollar 5/7/01 98,000,000 12,599,640 (78,239)
Hong Kong Dollar 5/7/01 42,000,000 5,399,846 (31,404)
Hong Kong Dollar 5/7/01 81,000,000 10,413,988 (28,840)
Hong Kong Dollar 5/7/01 260,000,000 33,427,616 (93,001)
Hong Kong Dollar 5/10/01 31,000,000 3,985,600 (46,391)
Hong Kong Dollar 5/10/01 45,000,000 5,785,549 (69,957)
Hong Kong Dollar 5/10/01 73,000,000 9,385,446 (109,480)
Hong Kong Dollar 5/10/01 90,000,000 11,571,098 (131,341)
Hong Kong Dollar 5/10/01 85,000,000 10,928,259 (100,923)
Hong Kong Dollar 5/10/01 170,000,000 21,856,518 (177,822)
Hong Kong Dollar 5/10/01 92,000,000 11,828,233 (25,796)
Hong Kong Dollar 5/10/01 310,000,000 39,856,004 (106,472)
Hong Kong Dollar 5/10/01 150,000,000 19,285,163 (7,683)
Hong Kong Dollar 6/27/01 39,000,000 5,014,465 (6,439)
Hong Kong Dollar 6/27/01 103,000,000 13,243,330 (22,269)
Hong Kong Dollar 6/27/01 285,000,000 36,644,166 (62,557)
Japanese Yen 9/1/00 11,900,000,000 109,504,332 2,886,100
Japanese Yen 9/8/00 3,200,000,000 29,482,490 1,528,267
Japanese Yen 9/8/00 4,400,000,000 40,538,424 1,753,002
Japanese Yen 9/8/00 1,760,000,000 16,215,370 1,060,365
Japanese Yen 9/8/00 1,800,000,000 16,583,901 939,464
Japanese Yen 9/8/00 3,700,000,000 34,089,129 1,433,826
Japanese Yen 9/14/00 3,900,000,000 35,969,432 1,598,118
Japanese Yen 9/29/00 2,300,000,000 21,268,450 1,126,876
Japanese Yen 10/5/00 550,000,000 5,091,282 343,500
Japanese Yen 11/17/00 6,050,000,000 56,440,884 666,912
Japanese Yen 1/19/01 2,700,000,000 25,489,854 813,118
South Korean Won 1/26/01 1,700,000,000 1,520,029 (4,877)
South Korean Won 2/8/01 2,210,000,000 1,975,861 (2,646)
South Korean Won 2/8/01 2,750,000,000 2,458,650 (2,745)
South Korean Won 2/15/01 7,000,000,000 6,257,822 (839)
South Korean Won 2/22/01 5,124,000,000 4,580,316 (1,228)
South Korean Won 3/1/01 6,800,000,000 6,077,941 (14,633)
South Korean Won 3/8/01 5,300,000,000 4,732,565 (3,589)
South Korean Won 7/16/01 2,750,000,000 2,454,481 (158,988)
------------------------------------------------------------------------------
Total $1,540,461,211 $ 32,988,829
</TABLE>

See Notes to Schedules of Investments.

110 Janus Aspen Series/July 31, 2000
<PAGE>

JANUS ASPEN GLOBAL LIFE SCIENCES PORTFOLIO

SCHEDULE OF INVESTMENTS

<TABLE>
<CAPTION>
Shares or Principal Amount Market Value
----------------------------------------------------------------------------------
<S> <C>
Common Stocks - 94.1%
Agricultural Biotechnology - 3.0%
12,280 Pharmacia Corp. ..................................... $ 672,330

Chemicals - Diversified - 0.9%
4,679 Bayer A.G ........................................... 195,972

Chemicals - Specialty - 1.0%
5,395 Symyx Technologies, Inc.* ........................... 228,276

Commercial Services - 1.8%
25,015 Quintiles Transnational Corp.* ...................... 392,423

Cosmetics and Toiletries - 3.0%
7,965 Colgate-Palmolive Co. ............................... 443,551
3,980 Procter & Gamble Co. ................................ 226,363
669,914

Diagnostic Equipment - 0.8%
3,510 Cytyc Corp.* ........................................ 168,480

Drug Delivery Systems - 3.4%
5,430 ALZA Corp.* ......................................... 351,592
4,520 Andrx Corp.* ........................................ 352,842
1,820 Emisphere Technologies, Inc.* ....................... 48,457
752,891

Health Care Cost Containment - 0.5%
4,625 MedQuist, Inc.* ..................................... 99,438

Instruments - Scientific - 5.8%
10,465 PE Corp./PE Biosystems Group ........................ 912,417
3,000 Waters Corp.* ....................................... 355,875
1,268,292

Internet Software - 0.2%
6,500 e-MedSoft.com* ...................................... 39,000

Life and Health Insurance - 3.1%
6,905 CIGNA Corp. ......................................... 689,637

Medical - Biomedical and Genetic - 14.7%
5,230 Alexion Pharmaceuticals, Inc.* ...................... 337,335
9,415 Amgen, Inc.* ........................................ 611,387
10,975 Cellegy Pharmaceuticals, Inc.* ...................... 98,775
1,845 Genentech, Inc.* .................................... 280,671
7,080 Genzyme Corp.* ...................................... 491,618
510 Illumina, Inc.* ..................................... 17,850
625 Immunomedics, Inc.*,# ............................... 10,703
10,600 Immunomedics, Inc.* ................................. 181,525
2,415 Incyte Genomics, Inc.* .............................. 183,087
1,055 Invitrogen Corp.* ................................... 66,201
3,780 Millennium Pharmaceuticals, Inc.* ................... 363,825
5,970 Neose Technologies, Inc.* ........................... 227,233
7,903 Oxford GlycoSciences PLC*,** ........................ 226,074
1,150 Protein Design Labs, Inc.* .......................... 139,366
3,235,650

Medical - Drugs - 24.3%
5,380 Abbott Laboratories ................................. $ 223,943
5,350 Akorn, Inc.* ........................................ 42,131
8,125 American Home Products Corp. ........................ 431,133
795 Biovail Corp. - New York Shares* .................... 46,110
1,820 Celgene Corp.* ...................................... 94,526
210 Cubist Pharmaceuticals, Inc.* ....................... 9,476
1,100 Forest Laboratories, Inc.* .......................... 117,700
5,375 MedImmune, Inc.* .................................... 319,812
74 Novartis A.G ........................................ 114,257
185 Novo Nordisk A/S - Class B .......................... 36,070
6,595 OSI Pharmaceuticals, Inc.* .......................... 221,345
15,345 Pfizer, Inc. ........................................ 661,753
3,110 Priority Healthcare Corp.* .......................... 166,774
6,126 Rhone-Poulenc S.A ................................... 471,716
1,423 Sanofi-Synthelabo S.A.* ............................. 75,884
557 Schering A.G ........................................ 33,187
10,130 Schering-Plough Corp. ............................... 437,489
4,765 Sepracor, Inc.* ..................................... 503,899
4 Serono S.A. - Class B ............................... 4,235
11,149 Shire Pharmaceuticals Group PLC*,** ................. 200,374
149,858 SkyePharma PLC*,** .................................. 199,754
3,000 Takeda Chemical Industries, Ltd. .................... 177,958
12,415 Teva Pharmaceutical Industries, Ltd. (ADR)........... 754,211
5,343,737

Medical - HMO - 2.3%
4,735 UnitedHealth Group, Inc. ............................ 387,382
1,345 Wellpoint Health Networks, Inc.* .................... 117,267
504,649

Medical - Hospitals - 2.4%
3,505 HCA - Healthcare Corp. .............................. 119,170
7,330 Health Management Associates, Inc. - Class A* ....... 114,989
4,375 LifePoint Hospitals, Inc.* .......................... 117,031
1,440 Province Healthcare Co.* ............................ 61,740
3,890 Tenet Healthcare Corp.* ............................. 118,402
531,332

Medical - Wholesale Drug Distributors - 1.7%
5,195 Cardinal Health, Inc. ............................... 381,832

Medical Information Systems - 0.9%
9,600 Allscripts, Inc.* ................................... 205,200

Medical Instruments - 7.3%
5,870 ArthroCare Corp.* ................................... 213,154
15,465 Medtronic, Inc. ..................................... 789,682
14,685 St. Jude Medical, Inc.* ............................. 605,756
1,608,592

Medical Labs and Testing Services - 1.4%
26,205 Covance, Inc.* ...................................... 298,082
</TABLE>

See Notes to Schedules of Investments.

Janus Aspen Series/July 31, 2000 111
<PAGE>
JANUS ASPEN GLOBAL LIFE SCIENCES PORTFOLIO

SCHEDULE OF INVESTMENTS

<TABLE>
<CAPTION>
Shares or Principal Amount Market Value
--------------------------------------------------------------------------------
<S> <C>
Medical Products 2.4%
1,565 Baxter International, Inc. ...................... $ 121,679
3,170 Cerus Corp.* .................................... 177,520
1,770 MiniMed, Inc.* .................................. 223,131
522,330

Optical Supplies - 1.1%
3,750 Allergan, Inc. .................................. 251,016

Research and Development - 1.9%
41,695 PAREXEL International Corp.* .................... 414,344

Retail - Apparel and Shoe - 1.5%
9,015 Gap, Inc. ....................................... 322,850

Therapeutics - 7.9%
5,215 CV Therapeutics, Inc.* .......................... 303,122
5,025 Gilead Sciences, Inc.* .......................... 372,478
10,295 ILEX Oncology, Inc.* ............................ 375,768
59,625 NaPro BioTherapeutics, Inc.* .................... 368,930
6,920 Neurogen Corp.* ................................. 196,355
1,025 Trimeris, Inc.* ................................. 58,553
675 United Therapeutics Corp.* ...................... 66,150
1,741,356

Wireless Equipment - 0.8%
17,965 Data Critical Corp. ............................. 186,387
--------------------------------------------------------------------------------
Total Common Stocks (cost $21,428,637).......................... 20,724,010
--------------------------------------------------------------------------------
Total Investments (total cost $21,428,637) - 94.1%.............. 20,724,010
--------------------------------------------------------------------------------
Cash, Receivables and Other Assets, net of Liabilities - 5.9%... 1,299,242
--------------------------------------------------------------------------------
Net Assets - 100% .............................................. $22,023,252
--------------------------------------------------------------------------------
</TABLE>

Summary of Investments by Country, July 31, 2000

<TABLE>
<CAPTION>
Country % of Investment Securities Market Value
--------------------------------------------------------------------------------
<S> <C> <C>
Canada 0.2% $ 46,110
Denmark 0.2% 36,070
France 2.6% 547,600
Germany 1.1% 229,159
Israel 3.6% 754,211
Japan 0.9% 177,958
Switzerland 0.6% 118,492
United Kingdom 3.0% 626,202
United States++ 87.8% 18,188,208
-------------------------------------------------------------------------------
Total 100.0% $20,724,010
</TABLE>

Forward Currency Contracts, Open at July 31, 2000

<TABLE>
<CAPTION>
Currency Sold and Currency Currency Unrealized
Settlement Date Units Sold Value in $ U.S. Gain/(Loss)
--------------------------------------------------------------------
<S> <C> <C> <C>
British Pound 10/05/2000 220,000 $329,934 $1,199
--------------------------------------------------------------------
</TABLE>

See Notes to Schedules of Investments.

112 Janus Aspen Series/July 31, 2000

<PAGE>

JANUS ASPEN GLOBAL TECHNOLOGY PORTFOLIO

SCHEDULE OF INVESTMENTS

<TABLE>
<CAPTION>
Shares or Principal Amount Market Value
--------------------------------------------------------------------------------
<S> <C>
Common Stocks - 76.4%
Aerospace and Defense - 0.2%
29,370 Embraer-Empresa Brasileira de
Aeronautica S.A. (ADR) ....................... $ 660,825

Applications Software - 2.2%
2,970 Adobe Systems, Inc. ............................ 340,065
7,930 Blue Martini Software, Inc. .................... 471,339
56,040 Microsoft Corp. ................................ 3,912,292
70,920 Portal Software, Inc. .......................... 3,571,486
6,585 Siebel Systems, Inc.* .......................... 954,825
9,250,007

Audio and Video Products - 0.2%
7,600 Sony Corp.** ................................... 698,435

Cellular Telecommunications - 3.8%
129,080 China Moble, Ltd. (ADR) ........................ 5,381,022
65,045 Crown Castle International Corp.* .............. 2,211,530
156 NTT DoCoMo, Inc.** ............................. 3,915,078
15,195 Sprint Corp./PCS Group* ........................ 839,524
13,150 Vodafone AirTouch PLC (ADR) .................... 567,094
169,832 Vodafone Group PLC ............................. 750,355
14,540 VoiceStream Wireless Corp.* .................... 1,864,755
15,529,358

Circuit Boards - 0.1%
20,780 Viasystems Group, Inc.* ........................ 341,571

Circuits - 2.0%
118,685 Integrated Device Technology, Inc.* ............ 6,290,305
31,210 Linear Technology Corp. ........................ 1,724,352
8,014,657

Commercial Services - 0.1%
22,935 MarchFirst, Inc.* .............................. 474,468

Communications Software - 0.8%
4,665 Puma Technology, Inc. .......................... 93,300
57,835 Research in Motion, Ltd.* ...................... 3,133,934
3,227,234

Computer Data Security - 1.0%
7,790 Check Point Software Technologies, Ltd.* ....... 903,640
20,285 VeriSign, Inc.* ................................ 3,218,976
4,122,616

Computer Services - 1.1%
1,500 Fujitsu Support and Service, Inc.** ............ 135,522
168,800 HIQ International A.B. ......................... 1,343,657
24,765 Sapient Corp.* ................................. 2,817,019
4,296,198

Computer Software - 1.8%
26,515 Micromuse, Inc. ................................ 3,439,907
33,775 TIBCO Software, Inc. ........................... 3,478,825
6,918,732

Computers - Integrated Systems - 3.3%
160,855 ASM Lithography Holding N.V.* .................. 6,393,986
22,080 Brocade Communications Systems, Inc.* .......... 3,944,040
103,000 Fujitsu, Ltd.** ................................ 2,895,150
13,233,176

Computers - Memory Devices - 2.4%
57,405 EMC Corp.* ..................................... 4,886,601
47,192 VERITAS Software Corp.* ........................ 4,810,635
9,697,236

Computers - Micro - 2.5%
17,920 IBM Corp. ...................................... $ 2,014,880
1,100,000 Legend Holdings, Ltd.** ........................ 1,241,308
63,750 Sun Microsystems, Inc.* ........................ 6,721,641
9,977,829

Computers - Peripheral Equipment - 0.4%
80,600 Creative Technology, Ltd. ...................... 1,761,749

Distribution and Wholesale - 0.1%
226,000 Global Tech, Ltd.** ............................ 285,462

Diversified Operations - 0.8%
552,000 Citic Pacific, Ltd.** .......................... 2,951,749

E-Commerce - 0.1%
11,100 PurchasePro.com, Inc.* ......................... 432,900

Electric Products - 2.4%
36,960 Samsung Electronics** .......................... 9,763,657

Electronic Components - 5.2%
78,320 Celestica, Inc. - New York Shares* ............. 4,895,000
27,000 Murata Manufacturing Company, Ltd.** ........... 3,203,246
169,000 NEC Corp.** .................................... 4,503,527
28,570 Samsung Electro Mechanics Co., Ltd. ............ 1,279,201
33,610 Samsung SDI Co., Ltd.** ........................ 1,483,795
132,960 SCI Systems, Inc.* ............................. 6,099,540
21,464,309

Electronic Components - Semiconductors - 12.7%
14,730 Advanced Micro Devices, Inc.* .................. 1,059,639
7,000 Analog Devices, Inc.* .......................... 468,125
125,655 Applied Materials, Inc.* ....................... 9,534,073
12,900 ASE Test, Ltd.* ................................ 353,138
56,755 Atmel Corp.* ................................... 1,699,103
21,497 Bookham Technology PLC* ........................ 1,391,515
24,895 Chartered Semiconductor
Manufacturing, Ltd. (ADR)* ................... 1,792,440
35,220 Conexant Systems, Inc.* ........................ 1,127,040
224,087 Hyundai Electronics Industries Co.*,** ......... 3,491,600
12,750 Intel Corp. .................................... 851,062
35,515 International Rectifier Corp.* ................. 1,964,423
49,510 Lam Research Corp.* ............................ 1,448,167
37,140 Marvell Technology Group, Ltd.* ................ 1,696,834
32,740 Micron Technology, Inc.* ....................... 2,668,310
28,390 STMicroelectronics N.V. - New York Shares ...... 1,616,456
37,850 Taiwan Semiconductor Manufacturing
Company, Ltd. (ADR)* ......................... 1,140,231
57,510 Taiwan Semiconductor Manufacturing
Company, Ltd. (ADR)*,+ ....................... 1,746,866
149,615 Teradyne, Inc.* ................................ 9,481,851
115,835 Texas Instruments, Inc. ........................ 6,798,067
24,430 Xilinx, Inc.* .................................. 1,833,777
52,162,717

Enterprise Software and Services - 1.8%
8,555 BEA Systems, Inc.* ............................. 368,401
38,673 i2 Technologies, Inc.* ......................... 5,017,822
22,625 Oracle Corp.* .................................. 1,701,117
7,087,340

Entertainment Software - 0.2%
8,240 Electronic Arts, Inc.* ......................... 728,725
</TABLE>

See Notes to Schedules of Investments.

<PAGE>

JANUS ASPEN GLOBAL TECHNOLOGY PORTFOLIO

SCHEDULE OF INVESTMENTS

<TABLE>
<CAPTION>
Shares or Principal Amount Market Value
--------------------------------------------------------------------------------
<S> <C>
Fiber Optics - 6.2%
35,945 Avanex Corp.* ............................... $ 4,562,768
9,465 Corning, Inc. ............................... 2,214,219
18,930 Finisar Corp.* .............................. 502,828
50,661 JDS Uniphase Corp.* ......................... 5,984,331
101,940 Metromedia Fiber Network, Inc. - Class A* ... 3,580,642
12,390 New Focus, Inc.* ............................ 1,243,646
15,485 SDL, Inc.* .................................. 5,374,263
15,755 Sycamore Networks, Inc.* .................... 1,942,788
25,405,485

Identification Systems and Devices - 0.4%
41,465 Symbol Technologies, Inc. ................... 1,653,417

Instruments - Scientific - 0.4%
19,020 PE Corp./PE Biosystems Group ................ 1,658,306

Internet Content - 0.3%
3,865 DoubleClick, Inc.* .......................... 138,898
6,970 Proxicom, Inc.* ............................. 287,948
9,800 Softbank Corp.** ............................ 818,334
1,245,180

Internet Software - 2.4%
22,135 America Online, Inc.* ....................... 1,180,072
38,620 Exodus Communications, Inc.* ................ 1,716,176
80,000 Gauss Interprise A.G.* ...................... 1,048,936
11,350 Inktomi Corp.* .............................. 1,214,450
854,000 Pacific Century CyberWorks, Ltd.*,** ........ 1,790,523
126,755 PSINet, Inc.* ............................... 2,210,290
14,660 Vignette Corp.* ............................. 496,608
9,657,055

Machinery - Electrical - 0.3%
14,500 Nidec Corp.** ............................... 1,093,028

Medical - Biomedical and Genetic - 0.1%
3,495 Affymetrix, Inc.* ........................... 477,231

Networking Products - 3.5%
20,040 3Com Corp.* ................................. 271,793
160,865 Cisco Systems, Inc.* ........................ 10,526,603
24,680 Corvis Corp.* ............................... 2,031,858
41,280 Lucent Technologies, Inc. ................... 1,806,000
14,636,254

Petrochemicals - 0.2%
46,653 Reliance Industries, Ltd. (GDR)+ ............ 792,868

Pipelines - 0.5%
27,470 Enron Corp. ................................. 2,022,479

Satellite Telecommunications - 0.5%
59,450 Adaptive Broadband Corp.* ................... 2,143,916

Software Tools - 0%
400 Mercury Interactive Corp.* .................. 39,706

Telecommunication Equipment - 6.9%
24,375 Alcatel S.A. (ADR) .......................... 1,782,422
295,360 Datacraft Asia, Ltd.* ....................... 2,200,432
8,485 Digital Lightwave, Inc.* .................... 741,907
12,570 Ditech Communications Corp.* ................ 601,789
16,000 Matsushita Communication Industrial
Company, Ltd.** ........................... 1,854,415
236,825 Nokia Oyj (ADR) ............................. 10,494,308
109,955 Nortel Networks Corp. - New York Shares ..... 8,177,903
105,180 Telefonaktiebolaget L.M. Ericsson A.B.
(ADR) ..................................... 2,064,157
27,917,333

Telecommunication Services - 3.0%
10,865 Amdocs, Ltd.* ............................... $ 729,992
153,100 China Unicom, Ltd. (ADR)*,** ................ 3,607,419
12,900 Korea Thrunet Company, Ltd. - Class A*,** ... 134,644
39,105 Level 3 Communications, Inc.* ............... 2,676,248
97,965 McLeodUSA, Inc. - Class A* .................. 1,659,282
96,100 SK Telecom Company, Ltd. (ADR)* ............. 2,931,050
10,315 Sonera Oyj (ADR) ............................ 409,377
12,148,012

Telephone - Integrated - 2.1%
18 Japan Telecom Company, Ltd.** ............... 647,220
22,400 NEXTLINK Communications, Inc. - Class A* .... 740,600
79,280 SBC Communications, Inc. .................... 3,374,355
4,794 Telefonica S.A.* ............................ 100,839
13,495 Telefonica S.A. (ADR)* ...................... 854,402
47,230 Telefonos de Mexico S.A. (ADR) .............. 2,485,479
8,202,895

Web Hosting and Design - 0.9%
50,070 Macromedia, Inc. ............................ 3,830,355

Wire and Cable Products - 2.9%
437,000 Furukawa Electric Company, Ltd.** ........... 11,904,440

Wireless Equipment - 0.6%
2,500 Aether Systems, Inc.* ....................... 416,094
29,723 Palm, Inc.* ................................. 1,159,197
12,520 RF Micro Devices, Inc.* ..................... 943,695
2,518,986
--------------------------------------------------------------------------------
Total Common Stocks (cost $325,224,286) ........................ 310,427,896
--------------------------------------------------------------------------------
Corporate Bonds - 5.4%
Cable Television - 0.7%
$1,000,000 Telewest Communications PLC, 9.875%
senior notes, due 2/1/10+ ................. 960,000
975,000 United Pan-Europe Communications N.V.
11.25% senior notes, due 2/1/10 ........... 833,625
1,000,000 United Pan-Europe Communications N.V.
11.50% senior notes, due 2/1/10 ........... 855,000
2,648,625

Computer Software - 0.5%
1,790,000 Mercury Interactive Corp., 4.75%
convertible bonds, due 7/1/07+ ............ 1,906,350

Computers - Integrated Systems - 0.2%
1,000,000 Candescent Technologies Corp., 7.00%
convertible senior subordinated
debentures, due 5/1/03+ ................... 750,000

Fiber Optics - 0.2%
1,000,000 Metromedia Fiber Network, Inc., 10.00%
senior notes, due 12/15/09 ................ 970,000

Internet Software - 0.8%
1,000,000 Exodus Communications, Inc., 11.25%
senior notes, due 7/1/08 .................. 990,000
2,000,000 Globix Corp., 12.5%
senior notes, due 2/1/01 .................. 1,580,000
1,000,000 PSINet, Inc., 10.50%
senior notes, due 12/1/06 ................. 805,000
3,375,000

Telecommunication Equipment - 0.1%
674,000 Terayon Communication Systems, Inc.
5.00% convertible subordinated notes
due 8/1/07 ................................ 587,222
</TABLE>

See Notes to Schedules of Investments.

114 Janus Aspen Series/July 31, 2000
<PAGE>

<TABLE>
<CAPTION>
Shares or Principal Amount Market Value
--------------------------------------------------------------------------------
<S> <C>
Telecommunication Services - 2.2%
$1,000,000 Global Crossing Holdings, Ltd., 9.5%
company guaranteed notes, due 11/15/09 ..... $ 970,000
2,000,000 Level 3 Communications, Inc., 11.00%
senior notes, due 3/15/08+ ................ 1,920,000
3,000,000 Level 3 Communications, Inc., 12.875%
senior discount notes, due 3/15/10+ ....... 1,582,500
2,000,000 Level 3 Communications, Inc., 6.00%
convertible subordinated debentures
due 3/15/10 ............................... 1,585,000
1,000,000 NTL, Inc., zero coupon, senior notes
due 2/1/06 ................................ 935,000
2,000,000 Worldwide Fiber, Inc., 12.00%
senior notes, due 8/1/09 .................. 1,840,000
8,832,500

Telecommunication Services - 0.7%
2,000,000 NEXTLINK Communications, Inc., 12.50%
senior notes, due 4/15/06 ................. 2,060,000
1,000,000 Versatel Telecom B.V., 11.875%
senior notes, due 7/15/09 ................. 985,000
3,045,000
--------------------------------------------------------------------------------
Total Corporate Bonds (cost $24,097,872) ....................... 22,114,697
--------------------------------------------------------------------------------
Preferred Stocks - 0.6%
Cellular Telecommunications - 0.4%
31,515 Crown Castle International Corp.
convertible, 6.25% ........................ 1,695,901

Internet Software - 0.2%
32,620 PSINet, Inc., convertible, 7.00%+ ........... 905,205
--------------------------------------------------------------------------------
Total Preferred Stocks (cost $3,347,015) ....................... 2,601,106
--------------------------------------------------------------------------------
Repurchase Agreement - 18.7%
$76,000,000 ABN AMRO Securities, Inc., 6.65%
dated 7/31/00, maturing 8/1/00, to be
repurchased at $76,014,039 collateralized
by $77,051,680 in U.S. Government
Agencies; 0% - 8.646%, 5/17/01 -
2/16/30; with a value of $76,000,033
(cost $76,000,000) ........................ 76,000,000
--------------------------------------------------------------------------------
U.S. Government Agency - 2.5%
10,000,000 Federal Home Loan Bank System, 6.35%
8/2/00 (amortized cost $9,998,236) ........ 9,998,236
--------------------------------------------------------------------------------
Total Investments (total cost $438,667,409) - 103.6% ........... 421,141,935
--------------------------------------------------------------------------------
Liabilities, net of Cash, Receivables and Other
Assets - (3.6%) .............................................. (14,540,608)
--------------------------------------------------------------------------------
Net Assets - 100% .............................................. $406,601,327
--------------------------------------------------------------------------------
</TABLE>

Summary of Investments by Country, July 31, 2000

<TABLE>
<CAPTION>
Country % of Investment Securities Market Value
--------------------------------------------------------------------------------
<S> <C> <C>
Bermuda 0.6% $ 2,666,834
Brazil 0.2% 660,825
Canada 4.3% 18,046,837
Finland 2.6% 10,903,685
France 0.8% 3,398,878
Germany 0.2% 1,048,936
Hong Kong 3.6% 15,257,483
India 0.2% 792,868
Israel 0.2% 903,640
Japan 7.5% 31,668,395
Mexico 0.6% 2,485,479
Netherlands 2.2% 9,067,611
Singapore 1.4% 5,754,621
South Korea 4.5% 19,083,947
Spain 0.2% 955,241
Sweden 0.8% 3,407,814
Taiwan 0.8% 3,240,235
United Kingdom 0.9% 3,668,964
United States++ 68.4% 288,129,642
--------------------------------------------------------------------------------
Total 100.0% $421,141,935
</TABLE>

++Includes Short-Term Securities (48.0% excluding Short-Term Securities)

Forward Currency Contracts, Open at July 31, 2000

<TABLE>
<CAPTION>
Currency Sold and Currency Currency Unrealized
Settlement Date Units Sold Value in $ U.S. Gain/(Loss)
--------------------------------------------------------------------
<S> <C> <C> <C>
Hong Kong Dollar 3/16/01 22,400,000 $ 2,879,362 $ (4,494)
Hong Kong Dollar 3/16/01 15,000,000 1,928,144 (3,192)
Hong Kong Dollar 3/16/01 500,000 64,272 (83)
Hong Kong Dollar 3/16/01 3,500,000 449,900 (552)
Hong Kong Dollar 3/16/01 8,000,000 1,028,344 (1,913)
Hong Kong Dollar 3/16/01 8,200,000 1,054,052 (1,929)
Hong Kong Dollar 3/16/01 8,000,000 1,028,344 (1,955)
Hong Kong Dollar 5/10/01 3,000,000 385,703 (154)
Hong Kong Dollar 6/27/01 2,200,000 282,867 (476)
Hong Kong Dollar 6/27/01 5,000,000 642,880 (1,097)
Japanese Yen 9/1/00 315,000,000 2,898,644 76,397
Japanese Yen 9/8/00 40,000,000 368,531 14,098
Japanese Yen 9/8/00 280,000,000 2,579,718 127,532
Japanese Yen 9/8/00 200,000,000 1,842,656 105,200
Japanese Yen 9/8/00 100,000,000 921,328 37,914
Japanese Yen 9/8/00 260,000,000 2,395,452 100,755
Japanese Yen 9/14/00 20,000,000 184,459 7,924
Japanese Yen 10/5/00 40,000,000 370,275 24,982
South Korean Won 1/26/01 600,000,000 536,481 (766)
South Korean Won 1/26/01 200,000,000 178,827 (1,010)
South Korean Won 1/26/01 230,000,000 205,651 (660)
South Korean Won 2/8/01 300,000,000 268,216 (359)
South Korean Won 2/8/01 510,000,000 455,968 (509)
South Korean Won 2/15/01 1,265,000,000 1,130,878 (152)
South Korean Won 2/22/01 875,000,000 782,158 (210)
South Korean Won 3/1/01 1,170,000,000 1,045,763 (2,516)
South Korean Won 3/8/01 3,300,000,000 2,946,692 (2,234)
-------------------------------------------------------------------
Total $28,855,565 $470,541
</TABLE>

See Notes to Schedules of Investments.

Janus Aspen Series/July 31, 2000 115
<PAGE>

JANUS ASPEN FLEXIBLE INCOME PORTFOLIO

SCHEDULE OF INVESTMENTS

<TABLE>
<CAPTION>
Shares or Principal Amount Market Value
--------------------------------------------------------------------------------
<S> <C>
Corporate Bonds - 68.4%
Automotive - Cars and Light Trucks - 1.0%
$2,000,000 DaimlerChrysler N.A. Holding Corp., 7.75%
notes, due 5/27/03 ........................... $2,017,500

Beverages - Wine and Spirits - 0.7%
1,500,000 Joseph E. Seagram & Sons, Inc., 6.80%
company guaranteed notes, due 12/15/08 ....... 1,411,875

Broadcast Services and Programming - 1.5%
2,000,000 AT&T Corp./Liberty Media Group., 7.875%
notes, due 7/15/09 ........................... 1,942,500
1,250,000 Paxson Communications Corp., 11.625%
senior subordinated notes, due 10/1/02 ....... 1,281,250
3,223,750

Cable Television - 2.6%
1,500,000 Diamond Cable Communications PLC
zero coupon senior discount notes
due 12/15/05 ................................. 1,425,000
1,000,000 Jones Intercable, Inc., 7.625%
senior notes, due 4/15/08 .................... 987,500
1,000,000 Lenfest Communications, Inc., 10.50%
senior subordinated notes, due 6/15/06 ....... 1,117,500
1,000,000 Lenfest Communications, Inc., 7.625%
senior notes, due 2/15/08 .................... 981,250
1,115,000 LodgeNet Entertainment Corp., 10.25%
senior notes, due 12/15/06 ................... 1,070,400
5,581,650

Casino Hotels - 1.2%
460,000 Mandalay Resort Group, Inc., 10.25%
senior subordinated notes, due 8/1/07 ........ 464,600
500,000 Santa Fe Hotel, Inc., 11.00%
first mortgage notes, due 12/15/00 ........... 500,000
1,000,000 Station Casinos, Inc., 10.125%
senior subordinated notes, due 3/15/06 ....... 1,017,500
500,000 Venetian Casino Resort L.L.C., 12.25%
company guaranteed notes, due 11/15/04 ....... 503,750
2,485,850

Casino Services - 0.4%
750,000 Isle of Capri Black Hawk L.L.C., 13.00%
first mortgage bonds, due 8/31/04 ............ 817,500

Commercial Banks - 1.9%
1,000,000 City National Bank, 6.375%
subordinated notes, due 1/15/08 .............. 873,750
700,000 Hudson United Bancorp, Inc., 8.20%
subordinated debentures, due 9/15/06 ......... 665,000
1,650,000 Local Financial Corp., 11.00%
senior notes, due 9/8/04 ..................... 1,645,875
1,000,000 Provident Trust I Corp., 8.29%
company guaranteed notes, due 4/15/28 ........ 831,250
4,015,875

Commercial Services - 1.1%
2,500,000 Cendant Corp., 7.75%, notes, due 12/1/03 ....... 2,421,875

Computer Services - 2.6%
4,500,000 Electronic Data Systems Corp., 7.125%
notes, due 10/15/09 .......................... 4,404,375
1,250,000 Equinix, Inc., 13.00%
senior notes, due 12/1/07 .................... 1,125,000
5,529,375

Computers - Integrated Systems - 0.4%
$1,000,000 Candescent Technologies Corp., 7.00%
convertible senior subordinated debentures
due 5/1/03 ................................... $ 750,000

Containers - Paper and Plastic - 1.9%
3,925,000 Stone Container Corp., 10.75%
first mortgage notes, due 10/1/02 ............ 3,993,687
Cosmetics and Toiletries - 1.8%
4,000,000 Procter & Gamble Co., 6.875%
unsubordinated notes, due 9/15/09 ............ 3,905,000

Cruise Lines - 0.2%
500,000 Royal Caribbean Cruises, Ltd., 7.00%
senior notes, due 10/15/07 ................... 438,125

Diversified Financial Services - 5.4%
2,000,000 Citigroup, Inc., 7.45%, notes, due 6/6/02 ...... 2,000,000
7,500,000 General Electric Capital Corp., 7.00%
notes, due 3/1/02 ............................ 7,462,500
1,850,000 IBM Credit Corp., 7.00%
notes, due 1/28/02 ........................... 1,838,438
11,300,938

Diversified Operations - 1.2%
1,500,000 Cox Enterprises, Inc., 6.625%
notes, due 6/14/02 ........................... 1,477,500
1,000,000 Tyco International Group S.A., 6.875%
notes, due 9/5/02+ ........................... 992,500
2,470,000

Electric - Generation - 0.2%
$410,491 Caithness Coso Funding Corp., 6.80%
secured notes, due 12/15/01 .................. 404,846

Electric - Integrated - 0.3%
625,000 El Paso Electric Co., 9.40%
first mortgage bonds, due 5/1/11 ............. 654,687

Fiber Optics - 1.5%
2,500,000 NorthEast Optic Network, Inc., 12.75%
senior notes, due 8/15/08 .................... 2,337,500
830,000 Williams Communications Group, Inc.
10.875%, senior notes, due 10/1/09 ........... 792,650
3,130,150

Finance - Auto Loans - 2.6%
5,500,000 Ford Motor Credit Co., 7.50%
notes, due 6/15/03 ........................... 5,506,875

Food - Retail - 6.0%
4,000,000 Kroger Co., 8.05% notes, due 2/1/10 ............ 3,980,000
2,000,000 Marsh Supermarkets, Inc., 8.875%
company guaranteed notes, due 8/1/07 ......... 1,860,000
3,500,000 Safeway, Inc., 5.875%, notes, due 11/15/01 ..... 3,443,125
2,000,000 Safeway, Inc., 7.00%, notes, due 9/15/02 ....... 1,987,500
1,500,000 Stater Brothers Holdings, Inc., 10.75%
senior notes, due 8/15/06 .................... 1,342,500
12,613,125

Internet Software - 0.5%
1,000,000 Exodus Communications, Inc., 11.625%
senior notes, due 7/15/10 .................... 1,005,000

Leisure, Recreation and Gaming - 0.7%
1,500,000 Hard Rock Hotel, Inc., 9.25%
senior subordinated notes, due 4/1/05 ........ 1,395,000
</TABLE>

See Notes to Schedules of Investments.

116 Janus Aspen Series/July 31, 2000
<PAGE>

<TABLE>
<CAPTION>
Shares or Principal Amount Market Value
--------------------------------------------------------------------------------
<S> <C>
Life and Health Insurance - 0.4%
$815,000 Delphi Financial Group, Inc., 8.00%
senior notes, due 10/1/03 .................... $ 792,588

Medical - Hospitals - 2.5%
$500,000 Columbia/HCA Healthcare Corp., 8.36%
debentures, due 4/15/24 ...................... 457,500
5,000,000 Tenet Healthcare Corp., 7.875%
senior notes, due 1/15/03 .................... 4,900,000
5,357,500

Multimedia - 3.5%
1,000,000 Time Warner, Inc., 6.95% company
guaranteed notes, due 1/15/28 ................ 883,750
2,000,000 Time Warner, Inc., 8.18% notes, due 8/15/07 .... 2,052,500
4,500,000 Viacom, Inc., 7.70%, notes, due 7/30/10 ...... 4,490,505
7,426,755

Networking Products - 1.0%
500,000 Anixter International, Inc., 8.00%
company guaranteed notes, due 9/15/03 ........ 491,875
1,500,000 Concentric Network Corp., 12.75%
senior notes, due 12/15/07 ................... 1,560,000
2,051,875

Oil Companies - Integrated - 0.9%
2,000,000 Chevron Corp., 6.625% notes, due 10/1/04 ....... 1,972,500

Optical Supplies - 0.4%
950,000 Bausch & Lomb, Inc., 6.75% notes, due 12/15/04.. 894,188

Paint and Related Products - 0.2%
500,000 Sherwin-Williams Co., 6.85% notes, due 2/1/07 .. 488,125

Physical Therapy and Rehabilitation Centers - 0.7%
1,500,000 HEALTHSOUTH Corp., 9.50%
senior subordinated notes, due 4/1/01 ........ 1,492,500

Pipelines - 1.9%
2,000,000 Enron Corp., 7.375%, bonds, due 5/15/19 ........ 1,920,000
2,150,000 Enron Corp., 7.875%, notes, due 6/15/03 ........ 2,171,500
4,091,500

Property and Casualty Insurance - 0.2%
$500,000 First American Capital Trust, 8.50%
company guaranteed notes, due 4/15/12 ........ 463,750

Recreational Centers - 0.6%
1,500,000 Bally Total Fitness Holding Corp., 9.875%
senior subordinated notes, due 10/15/07 ...... 1,365,000

Retail - Discount - 1.9%
4,000,000 Wal-Mart Stores, Inc., 6.875%
senior notes, due 8/10/09 .................... 3,910,000

Retail - Leisure Products - 0.1%
150,000 Selmer Company, Inc., 11.00%
senior subordinated notes, due 5/15/05 ....... 155,250

Retail - Regional Department Stores - 0.9%
2,000,000 Fred Meyer, Inc., 7.15%
company guaranteed notes, due 3/1/03 ......... 1,970,000

Retail - Restaurants - 0.2%
500,000 Perkins Family Restaurant L.P., 10.125%
senior notes, due 12/15/07 ................... 475,000

Savings/Loan/Thrifts - 2.6%
$1,650,000 Dime Bancorp, Inc., 6.375%
senior notes, due 1/30/01 .................... $1,637,625
3,000,000 Dime Bancorp, Inc., 7.00%
senior notes, due 7/25/01 .................... 2,973,750
1,000,000 Golden State Holdings, Inc., 7.00%
senior notes, due 8/1/03 ..................... 931,250
5,542,625

Telecommunication Equipment - 0.2%
400,000 Terayon Communication Systems, Inc., 5.00%
convertible subordinated notes
due 8/1/07+ .................................. 348,500

Telecommunication Services - 6.9%
3,000,000 Cox Communications, Inc., 7.00%
notes, due 8/15/01 ......................... 2,988,750
1,000,000 Dominion Resources, Inc., 8.125%
senior notes, due 6/15/10 .................. 1,013,750
1,220,000 Galaxy Telecom L.P., 12.375%
senior subordinated notes, due 10/1/05 ..... 1,037,000
3,000,000 Global Crossing Holdings, Ltd., 9.5%
company guaranteed notes, due 11/15/09 ..... 2,910,000
720,000 NTL, Inc., 12.75%
senior notes, due 4/15/05 .................. 741,600
150,000 Pegasus Media Communications, 12.50%
notes, due 7/1/05 .......................... 156,750
4,000,000 Qwest Communications International, Inc.
7.50%, senior notes, due 11/1/08 ........... 3,905,000
2,000,000 Worldwide Fiber, Inc., 12.00%
senior notes, due 8/1/09 ................... 1,840,000
14,592,850

Telephone - Integrated - 3.6%
2,500,000 Deutsche Telekom International Finance B.V.
8.00%, notes, due 6/15/10** ................ 2,515,625
1,500,000 NEXTLINK Communications, Inc., 12.50%
senior notes, due 4/15/06 .................. 1,545,000
500,000 Versatel Telecom B.V., 13.25%
senior notes, due 5/15/08** ................ 515,000
3,000,000 WorldCom, Inc., 6.125%
senior notes, due 8/15/01 .................. 2,966,250
7,541,875

Telephone - Local - 1.4%
3,000,000 US West Communications, Inc., 7.625%
notes, due 6/9/03 .......................... 3,011,250

Television - 2.1%
3,000,000 Fox/Liberty Networks L.L.C., 8.875%
senior notes, due 8/15/07 .................. 3,000,000
250,000 Pegasus Communications Corp., 12.50%
senior notes, due 8/01/07 .................. 265,000
1,000,000 Price Communications Wireless, Inc., 11.75%
senior subordinated notes, due 7/15/07 ..... 1,070,000
4,335,000

Textile - Products - 0.5%
1,000,000 Collins & Aikman Floorcovering, Inc., 10.00%
senior subordinated notes, due 1/15/07 ..... 975,000
--------------------------------------------------------------------------------
Total Corporate Bonds (cost $147,348,913) ........................ 144,326,314
--------------------------------------------------------------------------------
</TABLE>

See Notes to Schedules of Investments.

Janus Aspen Series/July 31, 2000 117
<PAGE>
JANUS ASPEN FLEXIBLE INCOME PORTFOLIO

SCHEDULE OF INVESTMENTS

<TABLE>
<CAPTION>
Shares or Principal Amount Market Value
--------------------------------------------------------------------------------
<S> <C>
Foreign Bonds - 0.7%
Finance - Other Services - 0.2%
EUR 555,000 Ono Finance PLC, 14.00%
senior notes, due 7/15/10**,+ ................ $ 498,847

Telecommunication Services - 0.5%
EUR 750,000 Jazztel PLC, 13.25%
senior notes, due 12/15/09** ................. 627,207
EUR 650,000 Level 3 Communications, Inc., 10.75%
senior notes, due 3/15/08**,+ ................ 555,626
1,182,833
--------------------------------------------------------------------------------
Total Foreign Bonds (cost $1,931,180) ............................ 1,681,680
--------------------------------------------------------------------------------
Preferred Stocks - 0.9%
Savings/Loan/Thrifts - 0.4%
35,600 Chevy Chase Savings Bank, 13.00% ............... 907,800

Telephone - Integrated - 0.5%
1,038 NEXTLINK Communications Corp.
- Series B, 13.50% ........................... 996,480
--------------------------------------------------------------------------------
Total Preferred Stocks (cost $1,866,544) ......................... 1,904,280
--------------------------------------------------------------------------------
Warrants - 0.1%
Computer Services - 0%
1,250 Equinix, Inc. - expires 12/1/07* ............... 12,500

Finance - Other Services - 0.1%
1,000 Ono Finance PLC - expires 5/31/09*,** .......... 100,000

Retail - Diversified - 0%
450 SpinCycle, Inc. - expires 5/1/05* .............. 0

Telephone - Integrated - 0%
225 Versatel Telecom B.V. - expires 5/15/08*,** .... 93,375
--------------------------------------------------------------------------------
Total Warrants (cost $0) ......................................... 205,875
--------------------------------------------------------------------------------
U.S. Government Obligations - 15.1%
U.S. Government Agency - 3.3%
$7,000,000 Fannie Mae, 7.25%, due 1/15/10 ................. 7,052,710

U.S. Treasury Notes - 11.8%
24,000,000 U.S. Treasury Notes, 6.50%, due 2/15/10 ........ 24,787,440
--------------------------------------------------------------------------------
Total U.S. Government Obligations (cost $31,872,227) ............. 31,840,150
--------------------------------------------------------------------------------
Total Investments (total cost $183,018,864) - 85.2% .............. 179,958,299
--------------------------------------------------------------------------------
Cash, Receivables and Other Assets, net of Liabilities - 14.8% ... 31,155,292
--------------------------------------------------------------------------------
Net Assets - 100% ................................................ $211,113,591
--------------------------------------------------------------------------------
</TABLE>

Forward Currency Contracts, Open at July 31, 2000

<TABLE>
<CAPTION>
Currency Sold and Currency Currency Unrealized
Settlement Date Units Sold Value in $ U.S. Gain/(Loss)
--------------------------------------------------------------------
<S> <C> <C> <C>
Euro 9/22/00 1,305,000 $1,212,606 $46,732
-------------------------------------------------------------------
Total $1,212,606 $46,732
</TABLE>

See Notes to Schedules of Investments.

118 Janus Aspen Series/July 31, 2000
<PAGE>
JANUS ASPEN HIGH-YIELD PORTFOLIO

SCHEDULE OF INVESTMENTS

<TABLE>
<CAPTION>
Shares or Principal Amount Market Value
--------------------------------------------------------------------------------
<S> <C>
Corporate Bonds - 83.4%
Agricultural Operations - 1.3%
$23,000 Hines Horticulture, Inc., 11.75%
senior subordinated notes, due 10/15/05 ......... $ 23,029

Beverages - Wine and Spirits - 1.6%
30,000 Seagram (Joseph) & Sons, Inc., 5.79%
company guaranteed notes, due 4/15/01 ........... 29,662

Building and Construction - 0.8%
15,000 MDC Holdings, Inc., 8.375%
senior notes, due 2/1/08 ........................ 13,762

Cable Television - 8.4%
15,000 Diamond Cable Communications PLC
zero coupon senior discount notes
due 12/15/05 .................................... 14,250
50,000 FrontierVision Holdings L.P., 11.00%
senior subordinated notes, due 10/15/06 ......... 50,750
25,000 Fundy Cable, Ltd., 11.00%
senior notes, due 11/15/05 ...................... 26,500
30,000 Telewest Communications PLC, 9.875%
senior notes, due 2/1/10+ ....................... 28,800
40,000 United Pan-Europe Communications N.V.
11.25%, senior notes, due 2/1/10 ................ 34,200
154,500

Casino Hotels - 5.7%
15,000 Harrah's Operating Co., Inc., 7.875%
company guaranteed notes, due 12/15/05 .......... 14,287
15,000 Mandalay Resort Group, Inc., 10.25%
senior subordinated notes, due 8/1/07 ........... 15,150
30,000 Santa Fe Hotel, Inc., 11.00%
first mortgage notes, due 12/15/00 .............. 30,000
30,000 Station Casinos, Inc., 10.125%
senior subordinated notes, due 3/15/06 .......... 30,525
15,000 Venetian Casino Resort L.L.C., 12.25%
company guaranteed notes
due 11/15/04 .................................... 15,113
105,075

Casino Services - 2.9%
48,000 Isle of Capri Black Hawk L.L.C., 13.00%
first mortgage bonds, due 8/31/04 ............... 52,320

Cellular Telecommunications - 3.5%
15,000 Nextel Communications, Inc., 9.375%
senior notes, due 11/15/09 ...................... 14,325
25,000 Price Communications Wireless, Inc., 11.75%
senior subordinated notes, due 7/15/07 .......... 26,750
20,000 VoiceStream Wireless Corp., 10.375%
senior notes, due 11/15/09 ...................... 21,500
62,575

Computers - Micro - 1.6%
30,000 IBM Corp., 7.25%
global notes, due 11/1/02 ....................... 30,038

Containers - Paper and Plastic - 3.6%
60,000 SF Holdings Group, Inc., zero coupon
senior discount notes, due 3/15/08 .............. 30,000
20,000 Stone Container Corp., 10.75%
first mortgage notes, due 10/1/02 ............... 20,350
15,000 Stone Container Corp., 11.50%
senior notes, due 10/01/04 ...................... 15,525
65,875

Diversified Financial Services - 1.6%
$30,000 General Electric Capital Corp., 7.00%
notes, due 3/1/02 ............................... $ 29,850

Fiber Optics - 2.1%
25,000 Metromedia Fiber Network, Inc., 10.00%
senior notes, due 12/15/09 ...................... 24,250
15,000 NorthEast Optic Network, Inc., 12.75%
senior notes, due 8/15/08 ....................... 14,025
38,275

Food - Retail - 3.5%
30,000 Safeway, Inc., 5.875%, notes, due 11/15/01 ........ 29,513
35,000 Safeway Inc., 7.00%, notes, due 9/15/02 ........... 34,781
64,294

Gambling-Non Hotel Casinos - 2.4%
15,000 Horseshoe Gaming Corp., 8.625%
company guarantee notes, due 5/15/09 ............ 14,138
20,000 Isle of Capri Casinos, Inc., 8.75%
company guaranteed notes, due 4/15/09 ........... 18,200
10,000 Louisiana Casino Cruises, Inc., 11.00%
notes, due 12/1/05 .............................. 10,800
43,138

Internet Software - 6.0%
50,000 Exodus Communications, Inc. 11.25%
senior notes, due 7/1/08 ........................ 49,500
10,000 Globix Corp., 12.50%
senior notes, due 2/1/01 ........................ 7,900
30,000 Verio, Inc., 13.50%
senior notes, due 6/15/04 ....................... 34,500
15,000 Verio, Inc., 11.25%
senior notes, due 12/1/08 ....................... 17,100
109,000

Leisure, Recreation and Gaming - 1.5%
30,000 Hard Rock Hotel, Inc., 9.25%
senior subordinated notes, due 4/1/05 ........... 27,900

Manufacturing - 0.7%
15,000 Packaged Ice, Inc., 9.75%
company guaranteed notes, due 2/1/05 ............ 12,750

Medical - Drugs - 1.6%
30,000 Warner-Lambert Co., 5.75%
notes, due 1/15/03 .............................. 29,213

Music/Clubs - 1.7%
30,000 SFX Entertainment, Inc., 9.125%
company guaranteed notes, due 2/1/08 ............ 30,750

Networking Products - 1.7%
30,000 Concentric Network Corp., 12.75%
senior notes, due 12/15/07 ...................... 31,200

Pipelines - 1.6%
30,000 Enron Corp., 7.875%, notes, due 6/15/03 ........... 30,300

Quarrying - 0.5%
10,000 Oglebay Norton Co., 10.00%
senior subordinated notes, due 2/1/09 ........... 9,275

Radio - 1.2%
20,000 Radio One, Inc., 7.00%
company guaranteed notes, due 5/15/04 ........... 21,600

Satellite Telecommunications - 1.3%
25,000 Echostar DBS Corp., 9.375%
senior notes, due 2/1/09 ........................ 24,094
</TABLE>

See Notes to Schedules of Investments.

Janus Aspen Series/July 31, 2000 119
<PAGE>

JANUS ASPEN HIGH-YIELD PORTFOLIO

SCHEDULE OF INVESTMENTS

<TABLE>
<CAPTION>
Shares or Principal Amount Market Value
-------------------------------------------------------------------------------
<S> <C>
Special Purpose Banks - 3.2%
$30,000 Sprint Capital Corp., 7.625%
company guaranteed notes, due 6/10/02 ......... $ 30,113
30,000 US West Capital Funding, Inc., 6.125%
company guaranteed notes, due 7/15/02 ......... 29,437
59,550

Telecommunication Equipment - 0.2%
5,000 Terayon Communication Systems, Inc.
5.00%, convertible subordinated notes
due 8/1/07+ ................................... 4,356

Telecommunication Services - 13.4%
30,000 Alaska Communications, Inc., 9.375%
company guaranteed notes, due 5/15/09 ......... 27,675
25,000 Galaxy Telecom L.P., 12.375%
senior subordinated notes, due 10/1/05 ........ 21,250
15,000 Global Crossing Holding, Ltd., 9.625%
company guaranteed notes, due 5/15/08 ......... 14,662
40,000 ITC DeltaCom, Inc., 11.00%
senior notes, due 6/1/07 ...................... 39,500
15,000 Microcell Telecommunications, Inc.
zero coupon senior discount notes
due 6/1/06 .................................... 14,025
50,000 NTL, Inc., zero coupon, senior notes
due 2/1/06 .................................... 46,750
25,000 Pac-West Telecomm, Inc., 13.50%
senior notes, due 2/1/09 ...................... 25,063
25,000 Qwest Communications International, Inc.
10.875%, senior notes, due 4/1/07 ............. 27,187
30,000 Worldwide Fiber, Inc., 12.00%
senior notes, due 8/1/09 ...................... 27,600
243,712

Telephone - Integrated - 5.6%
35,000 NEXTLINK Communications, Inc., 12.50%
senior notes, due 4/15/06 ..................... 36,050
20,000 Versatel Telecom B.V., 13.25%
senior notes, due 5/15/08 ..................... 20,600
15,000 Versatel Telecom B.V., 11.875%
senior notes, due 7/15/09 ..................... 14,775
30,000 Worldcom, Inc., 7.875%
notes, due 5/15/03 ............................ 30,375
101,800

Textile - Products - 0.5%
10,000 Collins & Aikman Floorcovering, Inc.
10.00%, senior subordinated notes
due 1/15/07 ................................... 9,750

Transportation - Services - 1.0%
20,000 Atlantic Express Transportation Corp.
10.75%, company guaranteed notes
due 2/1/04 .................................... 17,675

Wire and Cable Products - 1.1%
20,000 International Wire Group, Inc., 11.75%
senior subordinated notes, due 6/1/05 ......... 20,000

Wireless Equipment - 1.6%
30,000 Nextel Partners, Inc., 11.00%
senior notes, due 3/15/10+ .................... 29,625
-------------------------------------------------------------------------------
Total Corporate Bonds (cost $1,562,979) ......................... 1,524,943
-------------------------------------------------------------------------------

Common Stock - 0.2%
Casino Hotels - 0.2%
325 Station Casinos, Inc. ........................... $ 4,184

Containers - Paper and Plastic -0%
12 SF Holdings Group - Class C+ .................... 0
-------------------------------------------------------------------------------
Total Common Stock (cost $4,170) ................................ 4,184
-------------------------------------------------------------------------------
Total Investments (total cost $1,567,149) - 83.6% ............... 1,529,127
-------------------------------------------------------------------------------
Cash, Receivables and Other Assets, net of Liabilities - 16.4% .. 299,390
-------------------------------------------------------------------------------
Net Assets - 100% ............................................... $1,828,517
-------------------------------------------------------------------------------
</TABLE>

See Notes to Schedules of Investments.

120 Janus Aspen Series/July 31, 2000
<PAGE>

JANUS ASPEN MONEY MARKET PORTFOLIO

SCHEDULE OF INVESTMENTS

<TABLE>
<CAPTION>
Shares or Principal Amount Market Value
--------------------------------------------------------------------------------
<S> <C>
Taxable Variable Rate Demand Notes - 34.0%
$ 1,475,000 Arapahoe County, Colorado, Industrial
Development Revenue, (Cottrell)
Series B, 6.75%, 10/1/19 .................... $ 1,475,000
300,000 Asset Partners, Inc., 6.74%, 11/1/27 .......... 300,000
3,200,000 Breckenridge Terrace L.L.C., 6.67%, 5/1/39 .... 3,200,000
900,000 Bridgeton, Missouri Industrial Development
Authority Industrial Revenue
(Gold Dust Project), Series B
7.13%, 3/1/21 ............................... 900,000
1,660,000 Chattanooga, Tennessee Industrial
Development Board of Revenue
(Radisson Read Project), 7.33%, 3/1/08 ...... 1,660,000
1,000,000 Colorado Housing and Finance Authority
Economic Development Revenue
(White Wave, Inc. Project), Series B
6.67%, 10/1/18 .............................. 1,000,000
3,600,000 Colorado Housing Facilities Revenue
(Tenderfoot Seasonal Housing L.L.C.)
Series A, 6.67%, 7/1/35 ..................... 3,600,000
2,000,000 Medical Properties, Inc.
(Dakota Clinic Project)
6.70%, 12/22/24 ............................. 2,000,000
5,200,000 Montgomery, Alabama Industrial
Development Board of Revenue
(Jenkins Brick Co.), Series A
6.79%, 9/1/14 ............................... 5,200,000
1,675,000 Phoenix, Illinois Realty Special Account
Multifamily Revenue, (Brightons Mark)
6.98%, 4/1/20 ............................... 1,675,000
1,000,000 South Carolina Jobs Economic Development
Authority Industrial Development
Revenue, (Roller Bearing Co. Project)
Series B, 7.13%, 9/1/17 ..................... 1,000,000
1,000,000 Washington, Missouri Industrial
Development Authority Revenue
(Pauwels Project), 6.93%, 12/1/19 ........... 1,000,000
--------------------------------------------------------------------------------
Total Taxable Variable Rate Demand Notes (cost $23,010,000) ....... 23,010,000
--------------------------------------------------------------------------------
Floating Rate Notes - 14.7%
3,000,000 Bank One N.A., Illinois
6.66%, 4/19/01 .............................. 2,998,344
2,000,000 Bayerische Landesbank, New York
6.75%, 8/2/00 ............................... 1,999,997
2,000,000 Homeside Lending, Inc.
6.9337%, 8/16/00 ............................ 1,999,955
3,000,000 Northern Rock PLC
6.63%, 4/20/01 .............................. 3,000,000
--------------------------------------------------------------------------------
Total Floating Rate Notes (cost $9,998,296) ....................... 9,998,296
--------------------------------------------------------------------------------
Certificates of Deposit - 14.8%
2,000,000 Barclays Bank PLC, New York
5.90%, 10/2/00 .............................. 1,999,494
2,000,000 Commerzbank A.G., New York
6.83%, 4/27/01 .............................. 1,999,721
1,000,000 Compagnie Financiere de CIC et de L'Union
Europeene, 6.39%, 12/20/00 .................. 999,963
1,000,000 Deutsche Bank, New York
6.75%, 2/22/01 .............................. 999,734
1,000,000 Regions Bank
6.09%, 10/10/00 ............................. 999,890
2,000,000 Skandinaviska Enskilda Banken
5.96%, 8/10/00 .............................. 1,999,981
1,000,000 Unibank A/S, New York
6.92%, 3/30/01 .............................. 999,875
--------------------------------------------------------------------------------
Total Certificates of Deposit (cost $9,998,658) ................... 9,998,658
--------------------------------------------------------------------------------
Put Bond - 4.1%
2,765,000 Aurora Colorado Centertech Metropolitan
District, Series B, 6.65%, 12/1/17
(cost $2,765,000)+ .......................... 2,765,000
--------------------------------------------------------------------------------
Repurchase Agreement - 29.2%
19,750,000 CS First Boston, Inc., 6.64%
dated 7/31/00, maturing 8/2/00, to be
collateralized by $24,100,000 in U.S.
Government Agencies, 6.50%, 12/15/26;
with a value of $20,741,494
(cost $19,750,000) .......................... 19,750,000
--------------------------------------------------------------------------------
Total Investments (total cost $65,521,954) - 96.8% ................ 65,521,954
--------------------------------------------------------------------------------
Cash, Receivables and Other Assets, net of Liabilities - 3.2% ..... 2,179,525
--------------------------------------------------------------------------------
Net Assets - 100% ................................................. $67,701,479
--------------------------------------------------------------------------------
</TABLE>

See Notes to Schedules of Investments.

Janus Aspen Series/July 31, 2000 121
<PAGE>
STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
Janus Aspen Janus Aspen
Janus Aspen Aggressive Capital Janus Aspen
For the seven months or period ended July 31, 2000 Growth Growth Appreciation Balanced
(all numbers in thousands) Portfolio Portfolio Portfolio Portfolio
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment Income:
Interest $ 12,400 $ 5,504 $ 12,409 $ 59,243
Dividends 6,565 1,076 1,111 6,021
Foreign tax withheld (122) -- (40) (67)
Total Investment Income 18,843 6,580 13,480 65,197
Expenses:
Advisory fees 14,002 17,442 4,195 11,130
Transfer agent expenses 3 1 3 2
Registration fees 176 220 104 124
System fees 12 11 12 14
Custodian fees 228 132 39 157
Insurance expense 3 -- -- 3
Audit fees 8 14 6 5
Distribution fees - Retirement Shares 186 236 96 140
Distribution fees - Service Shares 5 12 253 3
Administrative fees - Retirement Shares 186 236 96 140
Other expenses 11 9 3 9
Total Expenses 14,820 18,313 4,807 11,727
Expense and Fee Offsets (25) (31) (4) (31)
Net Expenses 14,795 18,282 4,803 11,696
Excess Expense Reimbursement -- -- -- --
Net Expenses After Reimbursement 14,795 18,282 4,803 11,696
Net Investment Income/(Loss) 4,048 (11,702) 8,677 53,501
Net Realized and Unrealized Gain/(Loss) on Investments:
Net realized gain/(loss) from securities transactions 159,592 113,714 (17,648) 95,356
Net realized gain/(loss) from foreign currency transactions 2,055 -- -- (22)
Net realized gain/(loss) from futures contracts -- -- -- --
Change in net unrealized appreciation or depreciation
of investments and foreign currency (207,281) (374,262) (74,429) (172,106)
Net Gain/(Loss) on Investments (45,634) (260,548) (92,077) (76,772)
Net Increase/(Decrease) in Net Assets Resulting from Operations $ (41,586 $(272,250) $ (83,400) $ (23,271)
</TABLE>

See Notes to Schedules of Investments.

122 Janus Aspen Series/July 31, 2000
<PAGE>
<TABLE>
<CAPTION>
Janus Aspen Janus Aspen Janus Aspen Janus Aspen Janus Aspen
Equity Growth and Strategic International Worldwide
Income Income Value Growth Growth
Portfolio Portfolio Portfolio(1) Portfolio Portfolio
--------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment Income:
Interest $ 99 $ 940 $ 13 $ 9,766 $ 40,962
Dividends 64 264 2 17,958 19,294
Foreign tax withheld (1) (5) -- (477) (2,170)
Total Investment Income 162 1,199 15 27,247 58,086

Expenses:
Advisory fees 73 494 3 5,103 31,998
Transfer agent expenses 2 1 1 3 2
Registration fees 62 28 -- 96 282
System fees 7 8 1 11 12
Custodian fees 23 27 3 399 1,805
Insurance expense -- -- -- 1 9
Audit fees 6 4 1 6 16
Distribution fees - Retirement Shares 2 17 -- 49 460
Distribution fees - Service Shares -- 2 -- 201 6
Administrative fees - Retirement Shares 2 17 -- 49 460
Other expenses 1 2 -- 3 22
Total Expenses 178 600 9 5,921 35,072
Expense and Fee Offsets -- (2) -- (14) (50)
Net Expenses 178 598 9 5,907 35,022
Excess Expense Reimbursement (34) -- (3) -- --
Net Expenses After Reimbursement 144 598 6 5,907 35,022
Net Investment Income/(Loss) 18 601 9 21,340 23,064

Net Realized and Unrealized Gain/(Loss) on Investments:
Net realized gain/(loss) from securities transactions 2,263 (1,428) 7 49,187 514,411
Net realized gain/(loss) from foreign currency transactions (4) -- -- 14,630 90,911
Net realized gain/(loss) from futures contracts -- -- -- -- --
Change in net unrealized appreciation or depreciation
of investments and foreign currency (2,763) (7,258) 15 (152,206) (746,645)
Net Gain/(Loss) on Investments (504) (8,686) 22 (88,389) (141,323)
Net Increase/(Decrease) in Net Assets Resulting from Operations $ (486) $ (8,085) $ 31 $ (67,049) $(118,259)

Janus Aspen Janus Aspen Janus Aspen
Global Global Flexible Janus Aspen Janus Aspen
Life Sciences Technology Income High-Yield Money Market
Portfolio(2) Portfolio(2) Portfolio Portfolio Portfolio
--------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment Income:
Interest $ 83 $ 2,724 $ 8,918 $ 89 $ 2,446
Dividends 5 474 82 -- --
Foreign tax withheld -- (13) -- -- --
Total Investment Income 88 3,185 9,000 89 2,446

Expenses:
Advisory fees 21 748 730 7 97
Transfer agent expenses 2 2 4 3 3
Registration fees -- 5 94 62 39
System fees 6 7 7 6 8
Custodian fees 17 47 30 17 --
Insurance expense -- -- -- -- --
Audit fees 1 3 8 10 3
Distribution fees - Retirement Shares -- -- 1 -- 7
Distribution fees - Service Shares 4 215 -- -- --
Administrative fees - Retirement Shares -- -- 1 -- 7
Other expenses -- 1 3 -- 1
Total Expenses 51 1,028 878 105 165
Expense and Fee Offsets -- (3) (4) -- --
Net Expenses 51 1,025 874 105 165
Excess Expense Reimbursement (7) -- -- (95) --
Net Expenses After Reimbursement 44 1,025 874 10 165
Net Investment Income/(Loss) 44 2,160 8,126 79 2,281

Net Realized and Unrealized Gain/(Loss) on Investments:
Net realized gain/(loss) from securities transactions (398) (14,675) (5,241) -- --
Net realized gain/(loss) from foreign currency transactions -- (9) 349 -- --
Net realized gain/(loss) from futures contracts -- -- 309 -- --
Change in net unrealized appreciation or depreciation (703) (17,055) (273) (17) --
of investments and foreign currency
Net Gain/(Loss) on Investments (1,101) (31,739) (4,856) (17) --
Net Increase/(Decrease) in Net Assets Resulting from Operations $ (1,057) $ (29,579) $ 3,270 $ 62 $ 2,281
</TABLE>

(1) Period May 1, 2000 (inception) to July 31, 2000.
(2) Period January 18, 2000 (inception) to July 31, 2000.

See Notes to Financial Statements.

Janus Aspen Series/July 31, 2000 123

<PAGE>
STATEMENTS OF ASSETS & LIABILITIES

<TABLE>
<CAPTION>
Janus Aspen Janus Aspen
Janus Aspen Aggressive Capital Janus Aspen
As of July 31, 2000 Growth Growth Appreciation Balanced
(all numbers in thousands except net asset value per share) Portfolio Portfolio Portfolio Portfolio
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets:
Investments at cost $3,297,652 $3,889,344 $1,161,413 $2,868,289
Investments at value: $3,989,795 $4,911,011 $1,277,152 $3,074,812
Cash 120,107 84,533 277,900 202,099
Receivables:
Investments sold 1,278 -- -- --
Portfolio shares sold 7,517 15,542 6,652 5,771
Dividends 933 391 42 688
Interest 272 -- -- 28,332
Due from Advisor -- -- -- --
Other assets 2 6 1 1
Forward currency contracts 4,782 -- -- 1,328
Total Assets 4,124,686 5,011,483 1,561,747 3,313,031
Liabilities:
Payables:
Investments purchased 10 -- -- 23,397
Portfolio shares repurchased 3,709 3,603 2,390 446
Advisory fees 2,329 2,922 849 1,818
Accrued expenses 191 233 180 139
Total Liabilities 6,239 6,758 3,419 25,800
Net Assets $4,118,447 $5,004,725 $1,558,328 $3,287,231
Net Assets - Institutional Shares $3,909,108 $4,658,000 $1,036,469 $3,133,487
Shares Outstanding, $0.001 Par Value (unlimited shares authorized) 126,569 90,059 32,984 125,642
Net Asset Value Per Share $ 30.89 $ 51.72 $ 31.42 $ 24.94
Net Assets - Retirement Shares $ 189,318 $ 302,466 $ 118,394 $ 140,179
Shares Outstanding, $0.001 Par Value (unlimited shares authorized) 6,143 5,956 3,780 5,575
Net Asset Value Per Share $ 30.82 $ 50.78 $ 31.32 $ 25.14
Net Assets - Service Shares $ 20,021 $ 44,259 $ 403,465 $ 13,565
Shares Outstanding, $0.001 Par Value (unlimited shares authorized) 651 863 12,960 532
Net Asset Value Per Share $ 30.75 $ 51.31 $ 31.13 $ 25.51
</TABLE>

See Notes to Financial Statements.

124 Janus Aspen Series/July 31, 2000

<PAGE>
STATEMENTS OF ASSETS & LIABILITIES

<TABLE>
<CAPTION>
Janus Aspen Janus Aspen Janus Aspen Janus Aspen
Equity Growth and Strategic International
As of July 31, 2000 Income Income Value Growth
(all numbers in thousands except net asset value per share) Portfolio Portfolio Portfolio Portfolio
---------------------------------------------------------------------------------------------------------------------------------
<S> <S> <C> <C> <C>
Assets:
Investments at cost $ 13,552 $ 112,305 $ 2,055 $1,283,365
Investments at value: $ 16,034 $ 128,629 $ 2,070 $1,512,904
Cash 2,289 28,273 906 143,396
Receivables:
Investments sold -- -- 35 3,200
Portfolio shares sold 18 86 89 28,489
Dividends 6 31 1 1,531
Interest 16 108 -- 6
Due from Advisor 2 -- -- --
Other assets -- -- -- --
Forward currency contracts 13 -- -- 7,729
Total Assets 18,378 157,127 3,101 1,697,255
Liabilities:
Payables:
Investments purchased -- -- 80 854
Portfolio shares repurchased -- 202 -- 1,894
Advisory fees 11 88 1 939
Accrued expenses 40 25 -- 213
Total Liabilities 51 315 81 3,900
Net Assets $ 18,327 $ 156,812 $ 3,020 $1,693,355
Net Assets - Institutional Shares $ 16,873 $ 134,122 $ 2,967 $1,299,876
Shares Outstanding, $0.001 Par Value (unlimited shares authorized) 832 6,925 292 35,174
Net Asset Value Per Share $ 20.28 $ 19.37 $ 10.18 $ 36.96
Net Assets - Retirement Shares $ 1,369 $ 17,894 N/A $ 48,003
Shares Outstanding, $0.001 Par Value (unlimited shares authorized) 69 928 N/A 1,303
Net Asset Value Per Share $ 19.99 $ 19.28 N/A $ 36.85
Net Assets - Service Shares $ 85 $ 4,796 $ 53 $ 345,476
Shares Outstanding, $0.001 Par Value (unlimited shares authorized) 4 249 5 9,432
Net Asset Value Per Share $ 20.12 $ 19.28 $ 10.17 $ 36.63

<CAPTION>
Janus Aspen Janus Aspen Janus Aspen Janus Aspen
Worldwide Global Global Flexible
As of July 31, 2000 Growth Life Sciences Technology Income
(all numbers in thousands except net asset value per share) Portfolio Portfolio Portfolio Portfolio
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <S> <C> <C>
Assets:
Investments at cost $6,467,681 $ 21,429 $ 438,667 $ 183,019
Investments at value: $8,645,630 $ 20,724 $ 421,142 $ 179,958
Cash 391,354 1,402 787 27,679
Receivables:
Investments sold 18,353 295 1,961 6,158
Portfolio shares sold 19,819 324 5,431 579
Dividends 5,561 3 42 --
Interest 50 -- 731 4,019
Due from Advisor -- -- -- --
Other assets 4 -- -- --
Forward currency contracts 32,989 1 471 47
Total Assets 9,113,760 22,749 430,565 218,440
Liabilities:
Payables:
Investments purchased 7,661 703 22,544 6,873
Portfolio shares repurchased 4,194 -- 1,120 285
Advisory fees 5,178 17 218 114
Accrued expenses 548 6 82 54
Total Liabilities 17,581 726 23,964 7,326
Net Assets $9,096,179 $ 22,023 $ 406,601 $ 211,114
Net Assets - Institutional Shares $8,663,293 $ 4,463 $ 64,212 $ 210,225
Shares Outstanding, $0.001 Par Value (unlimited shares authorized) 197,492 543 6,762 18,849
Net Asset Value Per Share $ 43.87 $ 8.22 $ 9.50 $ 11.15
Net Assets - Retirement Shares $ 409,780 N/A N/A $ 810
Shares Outstanding, $0.001 Par Value (unlimited shares authorized) 9,383 N/A N/A 71
Net Asset Value Per Share $ 43.67 N/A N/A $ 11.42
Net Assets - Service Shares $ 23,106 $ 17,560 $ 342,389 $ 79
Shares Outstanding, $0.001 Par Value (unlimited shares authorized) 529 2,139 36,098 7
Net Asset Value Per Share $ 43.66 $ 8.21 $ 9.49 $ 11.26

<CAPTION>
Janus Aspen Janus Aspen
As of July 31, 2000 High-Yield Money Market
(all numbers in thousands except net asset value per share) Portfolio Portfolio
--------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets:
Investments at cost $ 1,567 $ 65,522
Investments at value: $ 1,529 $ 65,522
Cash 233 3,005
Receivables:
Investments sold 111 --
Portfolio shares sold -- 489
Dividends -- --
Interest 41 635
Due from Advisor 11 --
Other assets -- --
Forward currency contracts -- --
Total Assets 1,925 69,651
Liabilities:
Payables:
Investments purchased 50 --
Portfolio shares repurchased 8 1,905
Advisory fees -- 14
Accrued expenses 38 31
Total Liabilities 96 1,950
Net Assets $ 1,829 $ 67,701
Net Assets - Institutional Shares $ 1,818 $ 61,007
Shares Outstanding, $0.001 Par Value (unlimited shares authorized) 173 61,007
Net Asset Value Per Share $ 10.51 $ 1.00
Net Assets - Retirement Shares $ 0 $ 6,684
Shares Outstanding, $0.001 Par Value (unlimited shares authorized) $ 0 6,684
Net Asset Value Per Share $ 0 $ 1.00
Net Assets - Service Shares $ 11 $ 10
Shares Outstanding, $0.001 Par Value (unlimited shares authorized) 1 10
Net Asset Value Per Share $ 10.49 $ 1.00
</TABLE>

See Notes to Financial Statements.

Janus Aspen Series/July 31, 2000 125
<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS

Janus Aspen Janus Aspen
For the seven months ended July 31, 2000 Growth Aggressive Growth
and for the fiscal year ended December 31 Portfolio Portfolio
(all numbers in thousands) 2000 1999 2000 1999
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operations:
Net investment income/(loss) $ 4,048 $ 5,209 $ (11,702) $ (7,523)
Net realized gain/(loss) from investment transactions 161,647 155,359 113,714 392,796
Change in unrealized net appreciation or depreciation
of investments and foreign currency (207,281) 582,872 (374,262) 1,148,333
Net Increase in Net Assets Resulting from Operations (41,586) 743,440 (272,250) 1,533,606
Dividends and Distributions to Shareholders:
Net investment income (4,744) (4,543) -- --
Net realized gain from investment transactions (317,739) (9,036) (545,272) (52,162)
Net Decrease from Dividends and Distributions (322,483) (13,579) (545,272) (52,162)
Capital Share Transactions:
Shares sold
Institutional Shares 1,134,692 1,298,997 2,069,314 1,695,094
Retirement Shares 153,080 52,393 314,482 34,652
Service Shares 20,456 -- 45,819 --
Reinvested dividends and distributions
Institutional Shares 307,095 13,566 512,417 52,029
Retirement Shares 14,214 13 29,624 133
Service Shares 1,174 -- 3,231 --
Shares repurchased
Institutional Shares (131,074) (194,056) (481,091) (665,828)
Retirement Shares (19,033) (2,358) (38,550) (2,937)
Service Shares (71) -- (546) --
Net Increase/(Decrease) from Capital Share Transactions 1,480,533 1,168,555 2,454,700 1,113,143
Net Increase/(Decrease) in Net Assets 1,116,464 1,898,416 1,637,178 2,594,587
Net Assets:
Beginning of period 3,001,983 1,103,567 3,367,547 772,960
End of period $ 4,118,447 $ 3,001,983 $ 5,004,725 $ 3,367,547
Net Assets Consist of:
Capital (par value and paid-in surplus)* $ 3,422,090 $ 1,941,557 $ 4,043,097 $ 1,588,397
Undistributed net investment income/(loss)* 168 864 (11,704) (2)
Undistributed net realized gain/(loss) from investments* (729) 155,363 (48,332) 383,226
Unrealized appreciation/(depreciation) of investments
and foreign currency 696,918 904,199 1,021,664 1,395,926
$ 4,118,447 $ 3,001,983 $ 5,004,725 $ 3,367,547
Transactions in Portfolio Shares - Institutional Shares
Shares sold 33,163 47,425 32,727 45,266
Reinvested dividends and distributions 9,811 486 9,599 1,555
Total 42,974 47,911 42,326 46,821
Shares Repurchased (3,862) (7,339) (7,875) (19,177)
Net Increase/(Decrease) in Portfolio Shares 39,112 40,572 34,451 27,644
Shares Outstanding, Beginning of Period 87,457 46,885 55,608 27,964
Shares Outstanding, End of Period 126,569 87,457 90,059 55,608
Transactions in Portfolio Shares - Retirement Shares(1)
Shares sold 4,483,356 1,844,663 5,216,843 872,484
Reinvested dividends and distributions 455,506 475 566,408 4,023
Total 4,938,862 1,845,138 5,783,251 876,507
Shares Repurchased (560,239) (81,361) (640,402) (63,544)
Net Increase/(Decrease) in Portfolio Shares 4,378,623 1,763,777 5,142,849 812,963
Shares Outstanding, Beginning of Period 1,764,531 754 813,583 620
Shares Outstanding, End of Period 6,143,154 1,764,531 5,956,432 813,583
Transactions in Portfolio Shares - Service Shares(1)
Shares sold 615,176 -- 810,743 --
Reinvested dividends and distributions 37,963 -- 61,521 --
Total 653,139 -- 872,264 --
Shares Repurchased (2,154) -- (9,753) --
Net Increase/(Decrease) in Portfolio Shares 650,985 -- 862,511 --
Shares Outstanding, Beginning of Period -- -- -- --
Shares Outstanding, End of Period 650,985 -- 862,511 --
Purchases and Sales of Investment Securities:
(excluding short-term securities)
Purchases of securities $ 2,016,800 $ 1,792,760 $ 3,947,537 $ 2,594,856
Proceeds from sales of securities 911,315 845,225 2,135,239 1,580,979
Purchases of long-term U.S. government obligations -- -- -- --
Proceeds from sales of long-term U.S. government obligations -- -- -- --
</TABLE>

*See Note 3 in Notes to Financial Statements.

(1) Transactions in Portfolio Shares - Retirement and Service
Shares are not in thousands.

See Notes to Financial Statements.

126 Janus Aspen Series/July 31, 2000

<PAGE>
\
STATEMENTS OF CHANGES IN NET ASSETS

Janus Aspen Janus Aspen
For the seven months ended July 31, 2000 Capital Appreciation Balanced
and for the fiscal year ended December 31 Portfolio Portfolio
(all numbers in thousands) 2000 1999 2000 1999
-------------------------------------------------------------------------------------------------------------------------------
<S> <S> <C> <C> <C>
Operations:
Net investment income/(loss) $ 8,677 $ 1,957 $ 53,501 $ 46,012
Net realized gain/(loss) from investment transactions (17,648) 3,659 95,334 180,516
Change in unrealized net appreciation or depreciation
of investments and foreign currency (74,429) 169,996 (172,106) 185,339
Net Increase in Net Assets Resulting from Operations (83,400) 175,612 (23,271) 411,867
Dividends and Distributions to Shareholders:
Net investment income (9,094) (1,635) (57,472) (42,435)
Net realized gain from investment transactions (585) -- (275,658) --
Net Decrease from Dividends and Distributions (9,679) (1,635) (333,130) (42,435)
Capital Share Transactions:
Shares sold
Institutional Shares 505,957 425,454 748,818 1,279,277
Retirement Shares 108,622 21,310 110,748 34,954
Service Shares 449,981 -- 13,835 --
Reinvested dividends and distributions
Institutional Shares 7,779 1,635 319,930 41,850
Retirement Shares 427 -- 12,399 585
Service Shares 1,473 -- 801 --
Shares repurchased
Institutional Shares (41,578) (44,052) (47,202) (112,729)
Retirement Shares (6,785) (2,391) (22,210) (6,449)
Service Shares (24,609) -- (164) --
Net Increase/(Decrease) from Capital Share Transactions 1,001,267 401,956 1,136,955 1,237,488
Net Increase/(Decrease) in Net Assets 908,188 575,933 780,554 1,606,920
Net Assets:
Beginning of period 650,140 74,207 2,506,677 899,757
End of period $ 1,558,328 $ 650,140 $ 3,287,231 $ 2,506,677
Net Assets Consist of:
Capital (par value and paid-in surplus)* $ 1,461,171 $ 459,904 $ 3,080,279 $ 1,943,324
Undistributed net investment income/(loss)* (61) 356 133 4,104
Undistributed net realized gain/(loss) from investments* (18,521) (288) (1,030) 179,294
Unrealized appreciation/(depreciation) of investments
and foreign currency 115,739 190,168 207,849 379,955
$ 1,558,328 $ 650,140 $ 3,287,231 $ 2,506,677
Transactions in Portfolio Shares - Institutional Shares
Shares sold 15,094 16,966 26,931 51,595
Reinvested dividends and distributions 249 55 12,517 1,581
Total 15,343 17,021 39,448 53,176
Shares Repurchased (1,253) (1,847) (1,686) (4,522)
Net Increase/(Decrease) in Portfolio Shares 14,090 15,174 37,762 48,654
Shares Outstanding, Beginning of Period 18,894 3,720 87,880 39,226
Shares Outstanding, End of Period 32,984 18,894 125,642 87,880
Transactions in Portfolio Shares - Retirement Shares(1)
Shares sold 3,260,486 805,168 3,981,022 1,385,492
Reinvested dividends and distributions 13,809 -- 482,655 22,009
Total 3,274,295 805,168 4,463,677 1,407,501
Shares Repurchased (207,295) (93,123) (800,179) (259,945)
Net Increase/(Decrease) in Portfolio Shares 3,067,000 712,045 3,663,498 1,147,556
Shares Outstanding, Beginning of Period 713,045 1,000 1,911,699 764,143
Shares Outstanding, End of Period 3,780,045 713,045 5,575,197 1,911,699
Transactions in Portfolio Shares - Service Shares(1)
Shares sold 13,687,135 -- 506,596 --
Reinvested dividends and distributions 47,959 -- 30,943 --
Total 13,735,094 -- 537,539 --
Shares Repurchased (775,084) -- (5,872) --
Net Increase/(Decrease) in Portfolio Shares 12,960,010 -- 531,667 --
Shares Outstanding, Beginning of Period -- -- -- --
Shares Outstanding, End of Period 12,960,010 -- 531,667 --
Purchases and Sales of Investment Securities:
(excluding short-term securities)
Purchases of securities $ 579,385 $ 380,037 $ 1,320,748 $ 2,132,273
Proceeds from sales of securities 57,785 105,924 916,905 1,209,464
Purchases of long-term U.S. government obligations -- -- 226,587 479,559
Proceeds from sales of long-term U.S. government obligations -- -- 8,386 199,818

Janus Aspen Janus Aspen
For the seven months ended July 31, 2000 Equity Income Growth and Income
and for the fiscal year ended December 31 Portfolio Portfolio
(all numbers in thousands) 2000 1999 2000 1999
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <S> <C>
Operations:
Net investment income/(loss) $ 18 $ 45 $ 601 $ 165
Net realized gain/(loss) from investment transactions 2,259 2,279 (1,428) 2,395
Change in unrealized net appreciation or depreciation
of investments and foreign currency (2,763) 2,881 (7,258) 22,577
Net Increase in Net Assets Resulting from Operations (486) 5,205 (8,085) 25,137
Dividends and Distributions to Shareholders:
Net investment income (29) (38) (666) (137)
Net realized gain from investment transactions (4,560) (59) (2,330) --
Net Decrease from Dividends and Distributions (4,589) (97) (2,996) (137)
Capital Share Transactions:
Shares sold
Institutional Shares 3,214 9,006 64,398 59,997
Retirement Shares 1,097 382 13,780 6,207
Service Shares 87 -- 4,896 --
Reinvested dividends and distributions
Institutional Shares 4,230 97 2,703 137
Retirement Shares 346 -- 238 --
Service Shares 13 -- 56 --
Shares repurchased
Institutional Shares (4,854) (4,176) (7,685) (5,500)
Retirement Shares (169) (15) (1,930) (804)
Service Shares (1) -- (25) --
Net Increase/(Decrease) from Capital Share Transactions 3,963 5,294 76,431 60,037
Net Increase/(Decrease) in Net Assets (1,112) 10,402 65,350 85,037
Net Assets:
Beginning of period 19,439 9,037 91,462 6,425
End of period $ 18,327 $ 19,439 $ 156,812 $ 91,462
Net Assets Consist of:
Capital (par value and paid-in surplus)* $ 15,855 $ 11,892 $ 142,005 $ 65,574
Undistributed net investment income/(loss)* -- 11 (35) 30
Undistributed net realized gain/(loss) from investments* (23) 2,278 (1,482) 2,276
Unrealized appreciation/(depreciation) of investments
and foreign currency 2,495 5,258 16,324 23,582
$ 18,327 $ 19,439 $ 156,812 $ 91,462
Transactions in Portfolio Shares - Institutional Shares
Shares sold 120 405 3,092 3,889
Reinvested dividends and distributions 196 4 139 7
Total 316 409 3,231 3,896
Shares Repurchased (179) (179) (373) (365)
Net Increase/(Decrease) in Portfolio Shares 137 230 2,858 3,531
Shares Outstanding, Beginning of Period 695 465 4,067 536
Shares Outstanding, End of Period 832 695 6,925 4,067
Transactions in Portfolio Shares - Retirement Shares(1)
Shares sold 41,626 16,783 670,648 392,132
Reinvested dividends and distributions 16,227 5 12,309 --
Total 57,853 16,788
Shares Repurchased (6,486) (662) 682,957 392,132
Net Increase/(Decrease) in Portfolio Shares 51,367 16,126 (92,538) (55,446)
Shares Outstanding, Beginning of Period 17,139 1,013 590,419 336,686
Shares Outstanding, End of Period 68,506 17,139 337,686 1,000
Transactions in Portfolio Shares - Service Shares(1) 928,105 337,686
Shares sold 3,591 --
Reinvested dividends and distributions 630 -- 247,140 --
Total 4,221 -- 2,893 --
Shares Repurchased (2) -- 250,033 --
Net Increase/(Decrease) in Portfolio Shares 4,219 -- (1,218) --
Shares Outstanding, Beginning of Period -- -- 248,815 --
Shares Outstanding, End of Period 4,219 -- -- --
Purchases and Sales of Investment Securities: 248,815 --
(excluding short-term securities)
Purchases of securities $ 8,613 $ 20,547 $ 79,359 $ 60,532
Proceeds from sales of securities 10,097 16,287 17,364 15,498
Purchases of long-term U.S. government obligations -- -- -- --
Proceeds from sales of long-term U.S. government obligations -- -- -- --

Janus Aspen
For the seven months ended July 31, 2000 Strategic Value
and for the fiscal year ended December 31 Portfolio
(all numbers in thousands) 2000(2)
---------------------------------------------------------------------------------
<S> <C>
Operations:
Net investment income/(loss) $ 9
Net realized gain/(loss) from investment transactions 7
Change in unrealized net appreciation or depreciation
of investments and foreign currency 15
Net Increase in Net Assets Resulting from Operations 31
Dividends and Distributions to Shareholders:
Net investment income --
Net realized gain from investment transactions --
Net Decrease from Dividends and Distributions --
Capital Share Transactions:
Shares sold
Institutional Shares 3,272
Retirement Shares --
Service Shares 53
Reinvested dividends and distributions
Institutional Shares --
Retirement Shares --
Service Shares --
Shares repurchased
Institutional Shares (336)
Retirement Shares --
Service Shares --
Net Increase/(Decrease) from Capital Share Transactions 2,989
Net Increase/(Decrease) in Net Assets 3,020
Net Assets:
Beginning of period --
End of period $ 3,020
Net Assets Consist of:
Capital (par value and paid-in surplus)* $ 2,989
Undistributed net investment income/(loss)* 9
Undistributed net realized gain/(loss) from investments* 7
Unrealized appreciation/(depreciation) of investments
and foreign currency 15
$ 3,020
Transactions in Portfolio Shares - Institutional Shares
Shares sold 326
Reinvested dividends and distributions --
Total 326
Shares Repurchased (34)
Net Increase/(Decrease) in Portfolio Shares 292
Shares Outstanding, Beginning of Period --
Shares Outstanding, End of Period 292
Transactions in Portfolio Shares - Retirement Shares(1)
Shares sold --
Reinvested dividends and distributions --
Total
Shares Repurchased --
Net Increase/(Decrease) in Portfolio Shares --
Shares Outstanding, Beginning of Period --
Shares Outstanding, End of Period --
Transactions in Portfolio Shares - Service Shares(1) --
Shares sold
Reinvested dividends and distributions 5,206
Total --
Shares Repurchased 5,206
Net Increase/(Decrease) in Portfolio Shares (20)
Shares Outstanding, Beginning of Period 5,186
Shares Outstanding, End of Period --
Purchases and Sales of Investment Securities: 5,186
(excluding short-term securities)
Purchases of securities $ 2,131
Proceeds from sales of securities 83
Purchases of long-term U.S. government obligations --
Proceeds from sales of long-term U.S. government obligations --
</TABLE>

* See Note 3 in Notes to Financial Statements.

(1) Transactions in Portfolio Shares - Retirement and Service Shares
are not in thousands.

(2) Period May 1, 2000 (inception) to July 31, 2000.

See Notes to Financial Statements.
Janus Aspen Series/July 31, 2000 127

<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

Janus Aspen Janus Aspen
For the seven months or period ended July 31, 2000 International Growth Worldwide Growth
and for the fiscal year ended December 31 Portfolio Portfolio
(all numbers in thousands) 2000 1999 2000 1999
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operations:
Net investment income/(loss) $ 21,340 $ 1,093 $ 23,064 $ 7,750
Net realized gain/(loss) from investment transactions 63,817 9,375 605,322 191,001
Change in unrealized net appreciation or depreciation
of investments and foreign currency (152,206) 333,771 (746,645) 2,184,175
Net Increase in Net Assets Resulting from Operations (67,049) 344,239 (118,259) 2,382,926
Dividends and Distributions to Shareholders:
Net investment income (21,513) (1,019) (23,973) (6,818)
Net realized gain from investment transactions (54,147) -- (703,192) --
Net Decrease from Dividends and Distributions (75,660) (1,019) (727,165) (6,818)
Capital Share Transactions:
Shares sold
Institutional Shares 1,172,242 438,134 3,005,920 2,167,550
Retirement Shares 41,309 12,225 329,800 137,824
Service Shares 462,886 -- 24,016 --
Reinvested dividends and distributions
Institutional Shares 59,132 1,018 694,101 6,818
Retirement Shares 2,047 1 31,514 --
Service Shares 14,481 -- 1,550 --
Shares repurchased
Institutional Shares (639,449) (277,609) (733,902) (898,433)
Retirement Shares (8,874) (738) (82,053) (14,907)
Service Shares (95,088) -- (515) --
Net Increase/(Decrease) from Capital Share Transactions 1,008,686 173,031 3,270,431 1,398,852
Net Increase/(Decrease) in Net Assets 865,977 516,251 2,425,007 3,774,960
Net Assets:
Beginning of period 827,378 311,127 6,671,172 2,896,212
End of period $ 1,693,355 $ 827,378 $ 9,096,179 $ 6,671,172
Net Assets Consist of:
Capital (par value and paid-in surplus)* $ 1,454,929 $ 446,243 $ 6,878,624 $ 3,608,193
Undistributed net investment income/(loss)* (4) 169 163 1,072
Undistributed net realized gain/(loss) from investments* 1,188 (8,482) 6,600 104,470
Unrealized appreciation/(depreciation) of investments
and foreign currency 237,242 389,448 2,210,792 2,957,437
$ 1,693,355 $ 827,378 $ 9,096,179 $ 6,671,172
Transactions in Portfolio Shares - Institutional Shares
Shares sold 28,366 17,341 60,532 62,563
Reinvested dividends and distributions 1,612 44 15,754 209
Total 29,978 17,385 76,286 62,772
Shares Repurchased (15,759) (11,053) (14,843) (26,096)
Net Increase/(Decrease) in Portfolio Shares 14,219 6,332 61,443 36,676
Shares Outstanding, Beginning of Period 20,955 14,623 136,049 99,373
Shares Outstanding, End of Period 35,174 20,955 197,492 136,049
Transactions in Portfolio Shares - Retirement Shares(1)
Shares sold 1,025,887 466,618 6,658,751 3,868,907
Reinvested dividends and distributions 56,175 40 719,863 --
Total 1,082,062 466,658 7,378,614 3,868,907
Shares Repurchased (220,009) (26,923) (1,662,497) (403,114)
Net Increase/(Decrease) in Portfolio Shares 862,053 439,735 5,716,117 3,465,793
Shares Outstanding, Beginning of Period 440,543 808 3,666,659 200,866
Shares Outstanding, End of Period 1,302,596 440,543 9,382,776 3,666,659
Transactions in Portfolio Shares - Service Shares(1)
Shares sold 11,415,935 -- 504,720 --
Reinvested dividends and distributions 399,919 -- 35,550 --
Total 11,815,854 -- 540,270 --
Shares Repurchased (2,384,123) -- (11,028) --
Net Increase/(Decrease) in Portfolio Shares 9,431,731 -- 529,242 --
Shares Outstanding, Beginning of Period -- -- -- --
Shares Outstanding, End of Period 9,431,731 -- 529,242 --
Purchases and Sales of Investment Securities:
(excluding short-term securities)
Purchases of securities $ 939,721 $ 446,784 $ 3,996,198 $ 3,549,960
Proceeds from sales of securities 324,592 325,107 1,997,823 2,490,945
Purchases of long-term U.S. government obligations -- -- -- --
Proceeds from sales of long-term U.S. government obligations -- -- -- --
</TABLE>

*See Note 3 in Notes to Financial Statements.

(1) Transactions in Portfolio Shares - Retirement and Service Shares are
not in thousands.
(2) Period January 18, 2000 (inception) to July 31, 2000.

See Notes to Financial Statements.

128 Janus Aspen Series/July 31, 2000
<PAGE>

<TABLE>
<CAPTION>
Janus Aspen Janus Aspen Janus Aspen
Global Life Sciences Global Technology Flexible Income
Portfolio Portfolio Portfolio
2000(2) 2000(2) 2000 1999
-------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operations:
Net investment income/(loss) $ 44 $ 2,160 $ 8,126 $ 11,300
Net realized gain/(loss) from investment transactions (398) (14,684) (4,583) (3,338)
Change in unrealized net appreciation or depreciation (703) (17,055) (273) (5,120)
of investments and foreign currency (1,057) (29,579) 3,270 2,842
Net Increase in Net Assets Resulting from Operations
Dividends and Distributions to Shareholders:
Net investment income -- -- (8,012) (11,043)
Net realized gain from investment transactions -- -- -- (977)
Net Decrease from Dividends and Distributions -- -- (8,012) (12,020)
Capital Share Transactions:
Shares sold 13,496 80,157 49,633 92,026
Institutional Shares -- -- 324 872
Retirement Shares 21,398 384,983 79 --
Service Shares
Reinvested dividends and distributions
Institutional Shares -- -- 7,980 12,003
Retirement Shares -- -- 31 17
Service Shares -- -- 1 --
Shares repurchased
Institutional Shares (8,672) (9,767) (29,346) (37,764)
Retirement Shares -- -- (369) (47)
Service Shares (3,142) (19,193) -- --
Net Increase/(Decrease) from Capital Share Transactions 23,080 436,180 28,333 67,107
Net Increase/(Decrease) in Net Assets 22,023 406,601 23,591 57,929
Net Assets:
Beginning of period -- -- 187,523 129,594
End of period $ 22,023 $ 406,601 $ 211,114 $ 187,523
Net Assets Consist of:
Capital (par value and paid-in surplus)* $ 23,080 $ 436,180 $ 221,589 $ 193,256
Undistributed net investment income/(loss)* 44 2,160 506 392
Undistributed net realized gain/(loss) from investments* (398) (14,684) (7,967) (3,384)
Unrealized appreciation/(depreciation) of investments (703) (17,055) (3,014) (2,741)
and foreign currency $ 22,023 $ 406,601 $ 211,114 $ 187,523

Transactions in Portfolio Shares - Institutional Shares
Shares sold 1,589 7,736 4,348 7,752
Reinvested dividends and distributions -- -- 712 1,047
Total 1,589 7,736 5,060 8,799
Shares Repurchased (1,046) (974) (2,568) (3,192)
Net Increase/(Decrease) in Portfolio Shares 543 6,762 2,492 5,607
Shares Outstanding, Beginning of Period -- -- 16,357 10,750
Shares Outstanding, End of Period 543 6,762 18,849 16,357
Transactions in Portfolio Shares - Retirement Shares(1)
Shares sold -- -- 27,606 73,392
Reinvested dividends and distributions -- -- 2,716 1,470
Total -- -- 30,322 74,862
Shares Repurchased -- -- (31,218) (4,008)
Net Increase/(Decrease) in Portfolio Shares -- -- (896) 70,854
Shares Outstanding, Beginning of Period -- -- 71,843 989
Shares Outstanding, End of Period -- -- 70,947 71,843
Transactions in Portfolio Shares - Service Shares(1)
Shares sold 2,502,846 38,103,499 6,980 --
Reinvested dividends and distributions -- -- 45 --
Total 2,502,846 38,103,499 7,025 --
Shares Repurchased (363,943) (2,005,682) -- --
Net Increase/(Decrease) in Portfolio Shares 2,138,903 36,097,817 7,025 --
Shares Outstanding, Beginning of Period -- -- -- --
Shares Outstanding, End of Period 2,138,903 36,097,817 7,025 --
Purchases and Sales of Investment Securities:
(excluding short-term securities)
Purchases of securities $ 27,212 $ 393,773 $ 130,080 $ 203,810
Proceeds from sales of securities 5,386 26,518 127,715 134,399
Purchases of long-term U.S. government obligations -- -- 62,263 21,790
Proceeds from sales of long-term U.S. government obligations -- -- 45,943 35,724

<CAPTION>
Janus Aspen Janus Aspen
High-Yield Money Market
Portfolio Portfolio
2000 1999 2000 1999
-------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operations:
Net investment income/(loss) $ 79 $ 207 $ 2,281 $ 2,717
Net realized gain/(loss) from investment transactions -- (113) -- 3
Change in unrealized net appreciation or depreciation (17) 55 -- --
of investments and foreign currency 62 149 2,281 2,720
Net Increase in Net Assets Resulting from Operations
Dividends and Distributions to Shareholders:
Net investment income (56) (209) (2,281) (2,717)
Net realized gain from investment transactions -- -- -- (3)
Net Decrease from Dividends and Distributions (56) (209) (2,281) (2,720)
Capital Share Transactions:
Shares sold
Institutional Shares 1,480 1,725 143,716 211,038
Retirement Shares -- -- 22,027 1,225
Service Shares 10 -- 10 --
Reinvested dividends and distributions
Institutional Shares 55 208 2,126 2,713
Retirement Shares 1 1 152 7
Service Shares -- -- -- --
Shares repurchased
Institutional Shares (1,343) (3,230) (154,101) (183,175)
Retirement Shares (12) -- (16,648) (90)
Service Shares -- -- -- --
Net Increase/(Decrease) from Capital Share Transactions 191 (1,296) (2,718) 31,718
Net Increase/(Decrease) in Net Assets 197 (1,356) (2,718) 31,718
Net Assets:
Beginning of period $ 1,632 2,988 70,419 38,701
End of period 1,829 $ 1,632 $ 67,701 $ 70,419
Net Assets Consist of:
Capital (par value and paid-in surplus)* $ 2,002 $ 1,811 $ 67,701 $ 70,419
Undistributed net investment income/(loss)* 29 6 -- --
Undistributed net realized gain/(loss) from investments* (164) (164) -- --
Unrealized appreciation/(depreciation) of investments
and foreign currency (38) (21) -- --

Transactions in Portfolio Shares - Institutional Shares
Shares sold 1,829 $ 1,632 $ 67,701 $ 70,419
Reinvested dividends and distributions 140 156 143,716 211,038
Total 5 20 2,126 2,713
Shares Repurchased 145 176 145,842 213,751
Net Increase/(Decrease) in Portfolio Shares (127) (295) (154,101) (183,175)
Shares Outstanding, Beginning of Period 18 (119) (8,259) 30,576
Shares Outstanding, End of Period 155 274 69,266 38,690
Transactions in Portfolio Shares - Retirement Shares(1)
Shares sold 173 155 61,007 69,266
Reinvested dividends and distributions -- -- 22,027,482 1,224,357
Total 37 83 151,526 7,522
Shares Repurchased 37 83 22,179,008 1,231,879
Net Increase/(Decrease) in Portfolio Shares (1,159) -- -- (89,650)
Shares Outstanding, Beginning of Period (1,122) 83 5,531,367 1,142,229
Shares Outstanding, End of Period 1,122 1,039 1,153,031 10,802
Transactions in Portfolio Shares - Service Shares(1)
Shares sold -- 1,122 6,684,398 1,153,031
Reinvested dividends and distributions 960 -- 10,001 --
Total 30 -- 331 --
Shares Repurchased 990 -- 10,332 --
Net Increase/(Decrease) in Portfolio Shares -- -- (1) --
Shares Outstanding, Beginning of Period 990 -- 10,331 --
Shares Outstanding, End of Period -- -- -- --
Purchases and Sales of Investment Securities:
(excluding short-term securities) 990 -- 10,331 --
Purchases of securities $ 2,557 $ 12,244 -- --
Proceeds from sales of securities 2,380 13,089 -- --
Purchases of long-term U.S. government obligations -- 50 -- --
Proceeds from sales of long-term U.S. government obligations -- 148 -- --
</TABLE>

* See Note 3 in Notes to Financial Statements.

(1) Transactions in Portfolio Shares - Retirement and Service
Shares are not in thousands.

(2) Period January 18, 2000 (inception) to July 31, 2000.

See Notes to Financial Statements.

Janus Aspen Series/July 31, 2000 129

<PAGE>

FINANCIAL HIGHLIGHTS - INSTITUTIONAL SHARES

<TABLE>
<CAPTION>
For a share outstanding during the seven months ended July 31 Janus Aspen Growth Portfolio
or through each fiscal year ended December 31 2000 1999 1998 1997 1996 1995
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $ 33.65 $ 23.54 $ 18.48 $ 15.51 $ 13.45 $ 10.57
Income from Investment Operations:
Net investment income/(loss) .03 .07 .05 .15 .17 .28
Net gains/(losses) on securities
(both realized and unrealized) (.18) 10.24 6.36 3.34 2.29 2.90
Total from Investment Operations (.15) 10.31 6.41 3.49 2.46 3.18
Less Distributions:
Dividends (from net investment income) (.04) (.06) (.05) (.15) (.17) (.30)
Distributions (from capital gains) (2.57) (.14) (1.30) (.37) (.23) --
Total Distributions (2.61) (.20) (1.35) (.52) (.40) (.30)
Net Asset Value, End of Period $ 30.89 $ 33.65 $ 23.54 $ 18.48 $ 15.51 $ 13.45
Total Return* (0.40)% 43.98% 35.66% 22.75% 18.45% 30.17%
Net Assets, End of Period (in thousands) $3,909,108 $2,942,649 $1,103,549 $608,281 $325,789 $126,911
Average Net Assets for the Period (in thousands) $3,570,573 $1,775,373 $ 789,454 $477,914 $216,125 $ 77,344
Ratio of Gross Expenses to Average Net Assets**(1) 0.67% 0.67% 0.68% 0.70% 0.69% 0.78%
Ratio of Net Expenses to Average Net Assets**(1) 0.67% 0.67% 0.68% 0.69% 0.69% 0.76%
Ratio of Net Investment Income to Average Net Assets** 0.21% 0.30% 0.26% 0.91% 1.39% 1.24%
Portfolio Turnover Rate** 46% 53% 73% 122% 87% 185%
</TABLE>

<TABLE>
<CAPTION>
For a share outstanding during the seven months ended July 31 Janus Aspen Aggressive Growth Portfolio
or through each fiscal year ended December 31 2000 1999 1998 1997 1996 1995
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $ 59.70 $ 27.64 $ 20.55 $ 18.24 $ 17.08 $ 13.62
Income from Investment Operations:
Net investment income/(loss) (.12) -- -- -- -- .24
Net gains/(losses) on securities
(both realized and unrealized) (1.53) 33.46 7.09 2.31 1.36 3.47
Total from Investment Operations (1.65) 33.46 7.09 2.31 1.36 3.71
Less Distributions:
Dividends (from net investment income) -- -- -- -- -- (.25)
Distributions (from capital gains) (6.33) (1.40) -- -- (.19) --
Tax return of capital -- -- -- -- (.01) --
Total Distributions (6.33) (1.40) -- -- (.20) (.25)
Net Asset Value, End of Period $ 51.72 $ 59.70 $ 27.64 $ 20.55 $ 18.24 $ 17.08
Total Return* (2.86)% 125.40% 34.26% 12.66% 7.95% 27.48%
Net Assets, End of Period (in thousands) $4,658,000 $3,319,619 $772,943 $508,198 $383,693 $185,911
Average Net Assets for the Period (in thousands) $4,434,317 $1,476,445 $576,444 $418,464 $290,629 $107,582
Ratio of Gross Expenses to Average Net Assets**(1) 0.67% 0.70% 0.75% 0.76% 0.76% 0.86%
Ratio of Net Expenses to Average Net Assets**(1) 0.66% 0.69% 0.75% 0.76% 0.76% 0.84%
Ratio of Net Investment Income to Average Net Assets** (0.42)% (0.50)% (0.36)% (0.10)% (0.27)% 0.58%
Portfolio Turnover Rate** 84% 105% 132% 130% 88% 155%
</TABLE>

*Total return not annualized for periods of less than one full year.
**Annualized for periods of less than one full year.
(1) See footnote #5 in Notes to Financial Statements.

See Notes to Financial Statements.

130 Janus Aspen Series/July 31, 2000

<PAGE>

<TABLE>
<CAPTION>
For a share outstanding during the seven months ended July 31 Janus Aspen Capital Appreciation Portfolio
or through each fiscal year or period ended December 31 2000 1999 1998 1997(2)
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $ 33.17 $ 19.94 $ 12.62 $10.00
Income from Investment Operations:
Net investment income/(loss) .21 .12 .01 .05
Net gains/(losses) on securities
(both realized and unrealized) (1.72) 13.22 7.32 2.61
Total from Investment Operations (1.51) 13.34 7.33 2.66
Less Distributions:
Dividends (from net investment income) (.23) (.11) (.01) (.04)
Distributions (from capital gains) (.01) -- -- --
Total Distributions (.24) (.11) (.01) (.04)
Net Asset Value, End of Period $ 31.42 $ 33.17 $ 19.94 $12.62
Total Return* (4.54)% 67.00% 58.11% 26.60%
Net Assets, End of Period (in thousands) $1,036,469 $ 626,611 $74,187 $6,833
Average Net Assets for the Period (in thousands) $ 869,409 $ 257,422 $25,964 $2,632
Ratio of Gross Expenses to Average Net Assets**(1) 0.68% 0.70% 0.92% 1.26%
Ratio of Net Expenses to Average Net Assets**(1) 0.68% 0.70% 0.91% 1.25%
Ratio of Net Investment Income to Average Net Assets** 1.38% 0.76% 0.27% 1.43%
Portfolio Turnover Rate** 13% 52% 91% 101%
</TABLE>

<TABLE>
<CAPTION>
For a share outstanding during the seven months ended July 31 Janus Aspen Balanced Portfolio
or through each fiscal year ended December 31 2000 1999 1998 1997 1996 1995
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

Net Asset Value, Beginning of Period $ 27.91 $ 22.50 $ 17.47 $ 14.77 $ 13.03 $ 10.63
Income from Investment Operations:
Net investment income/(loss) .44 .59 .39 .34 .32 .17
Net gains/(losses) on securities
(both realized and unrealized) (.60) 5.38 5.51 2.89 1.81 2.45
Total from Investment Operations .16 5.97 5.90 3.23 2.13 2.62
Less Distributions:
Dividends (from net investment income) (.48) (.56) (.38) (.35) (.30) (.22)
Distributions (from capital gains) (2.33) -- (.45) (.18) (.09) --
Distributions (in excess of realized gains) -- -- (.04) -- -- --
Total Distributions (2.81) (.56) (.87) (0.53) (.39) (.22)
Net Asset Value, End of Period $ 24.94 $ 27.91 $ 22.50 $ 17.47 $ 14.77 $ 13.03
Total Return* (0.59)% 26.76% 34.28% 22.10% 16.18% 24.79%
Net Assets, End of Period (in thousands) $3,133,487 $2,453,079 $ 882,495 $ 362,409 $ 85,480 $ 14,021
Average Net Assets for the Period (in thousands) $2,837,964 $1,583,635 $ 555,002 $ 176,432 $ 43,414 $ 5,739
Ratio of Gross Expenses to Average Net Assets**(1) 0.67% 0.69% 0.74% 0.83% 0.94% 1.37%
Ratio of Net Expenses to Average Net Assets**(1) 0.67% 0.69% 0.74% 0.82% 0.92% 1.30%
Ratio of Net Investment Income to Average Net Assets** 3.15% 2.86% 2.41% 2.87% 2.92% 2.41%
Portfolio Turnover Rate** 59% 92% 70% 139% 103% 149%
</TABLE>

See Notes to Financial Statements.

Janus Aspen Series/July 31, 2000 131
<PAGE>

FINANCIAL HIGHLIGHTS - INSTITUTIONAL SHARES (CONTINUED)

<TABLE>
<CAPTION>
For a share outstanding during the seven months ended July 31 Janus Aspen Equity Income Portfolio
or through each fiscal year or period ended December 31 2000 1999 1998 1997(2)
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $ 27.32 $ 19.41 $ 13.46 $ 10.00
Income from Investment Operations:
Net investment income/(loss) .03 .07 .02 .01
Net gains/(losses) on securities
(both realized and unrealized) (.86) 7.99 6.16 3.46
Total from Investment Operations (.83) 8.06 6.18 3.47
Less Distributions:
Dividends (from net investment income) (.04) (.06) (.02) (.01)
Distributions (from capital gains) (6.17) (.09) (.21) --
Total Distributions (6.21) (.15) (.23) (.01)
Net Asset Value, End of Period $ 20.28 $ 27.32 $ 19.41 $ 13.46
Total Return* (3.00)% 41.58% 46.24% 34.70%
Net Assets, End of Period (in thousands) $ 16,873 $ 18,975 $ 9,017 $ 3,047
Average Net Assets for the Period (in thousands) $ 17,875 $ 14,663 $ 5,629 $ 1,101
Ratio of Gross Expenses to Average Net Assets**(1) 1.25% 1.25% 1.25% 1.25%
Ratio of Net Expenses to Average Net Assets**(1) 1.25% 1.25% 1.25% 1.25%
Ratio of Net Investment Income to Average Net Assets** 0.19% 0.31% 0.17% 0.35%
Portfolio Turnover Rate** 86% 114% 79% 128%
</TABLE>

<TABLE>
<CAPTION>
For a share outstanding during the seven months ended July 31 Janus Aspen Growth and Income Portfolio
or through each fiscal year or period ended December 31 2000 1999 1998(3)
<S> <C> <C> <C>
-------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $ 20.77 $ 11.96 $ 10.00
Income from Investment Operations:
Net investment income/(loss) .08 .04 .02
Net gains/(losses) on securities (both realized and unrealized) (1.08) 8.81 1.96
Total from Investment Operations (1.00) 8.85 1.98
Less Distributions:
Dividends (from net investment income) (.09) (.04) (.02)
Distributions (from capital gains) (.31) -- --
Total Distributions (.40) (.04) (.02)
Net Asset Value, End of Period $ 19.37 $ 20.77 $ 11.96
Total Return* (4.81)% 74.04% 19.80%
Net Assets, End of Period (in thousands) $ 134,122 $ 84,480 $ 6,413
Average Net Assets for the Period (in thousands) $ 118,003 $ 28,838 $ 2,883
Ratio of Gross Expenses to Average Net Assets**(1) 0.74% 1.06% 1.25%
Ratio of Net Expenses to Average Net Assets**(1) 0.74% 1.05% 1.25%
Ratio of Net Investment Income to Average Net Assets** 0.83% 0.56% 0.66%
Portfolio Turnover Rate** 27% 59% 62%
</TABLE>

*Total return not annualized for periods of less than one full year.
**Annualized for periods of less than one full year.
(1) See footnote #5 in Notes to Financial Statements.
(2) Period May 1, 1997 (inception) to December 31, 1997.
(3) Period May 1, 1998 (inception) to December 31, 1998.

See Notes to Financial Statements.

132 Janus Aspen Series/July 31, 2000
<PAGE>

<TABLE>
<CAPTION>
Janus Aspen Strategic Value Portfolio
For a share outstanding during the period ended July 31 2000(2)
------------------------------------------------------------------------------------------------
<S> <C>
Net Asset Value, Beginning of Period $10.00
Income from Investment Operations:
Net investment income/(loss) .03
Net gains/(losses) on securities
(both realized and unrealized) .15
Total from Investment Operations .18
Less Distributions:
Dividends (from net investment income) --
Distributions (from capital gains) --
Distributions (in excess of realized gains) --
Total Distributions --
Net Asset Value, End of Period $10.18
Total Return* 1.80%
Net Assets, End of Period (in thousands) $2,967
Average Net Assets for the Period (in thousands) $1,830
Ratio of Gross Expenses to Average Net Assets**(1) 1.25%
Ratio of Net Expenses to Average Net Assets**(1) 1.25%
Ratio of Net Investment Income to Average Net Assets** 1.88%
Portfolio Turnover Rate** 23%
</TABLE>

<TABLE>
<CAPTION>
For a share outstanding during the seven months ended July 31 Janus Aspen International Growth Portfolio
or through each fiscal year ended December 31 2000 1999 1998 1997 1996 1995
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $38.67 $21.27 $18.48 $15.72 $11.95 $9.72
Income from Investment Operations:
Net investment income/(loss) .52 .06 .13 .11 .05 .09
Net gains/(losses) on securities
(both realized and unrealized) .45 17.40 3.07 2.80 4.06 2.16
Total from Investment Operations .07 17.46 3.20 2.91 4.11 2.25
Less Distributions:
Dividends (from net investment income) (.53) (.06) (.14) (.11) (.11) (.02)
Distributions (from capital gains) (1.25) -- -- (.01) (.23) --
Distributions (in excess of realized gains) -- -- (.27) (.03) -- --
Total Distributions (1.78) (.06) (.41) (.15) (.34) (.02)
Net Asset Value, End of Period $36.96 $38.67 $21.27 $18.48 $15.72 $11.95
Total Return* .19% 82.27% 17.23% 18.51% 34.71% 23.15%
Net Assets, End of Period (in thousands) $1,299,876 $810,392 $311,110 $161,091 $27,192 $1,608
Average Net Assets for the Period (in thousands) $1,176,972 $425,876 $234,421 $96,164 $7,437 $1,792
Ratio of Gross Expenses to Average Net Assets**(1) 0.72% 0.77% 0.86% 0.96% 1.26% 2.69%
Ratio of Net Expenses to Average Net Assets**(1) 0.71% 0.76% 0.86% 0.96% 1.25% 2.50%
Ratio of Net Investment Income to Average Net Assets** 2.52% 0.26% 0.73% 0.70% 0.62% (.80)%
Portfolio Turnover Rate** 52% 80% 93% 86% 65% 211%
</TABLE>

See Notes to Financial Statements.

Janus Aspen Series/July 31, 2000 133

<PAGE>

FINANCIAL HIGHLIGHTS - INSTITUTIONAL SHARES (CONTINUED)

<TABLE>
<CAPTION>
For a share outstanding during the seven months ended July 31 Janus Aspen International Growth Portfolio
or through each fiscal year ended December 31 2000 1999 1998 1997 1996 1995
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $47.75 $29.09 $23.39 $19.44 $15.31 $12.07
Income from Investment Operations:
Net investment income/(loss) .12 .07 .16 .16 .16 .11
Net gains/(losses) on securities
(both realized and unrealized) (.21) 18.65 6.59 4.14 4.27 3.19
Total from Investment Operations (.09) 18.72 6.75 4.30 4.43 3.30
Less Distributions:
Dividends (from net investment income) (.13) (.06) (.18) (.17) (.17) (.06)
Dividends (in excess of net investment income) -- -- -- (.02) -- --
Distributions (from capital gains) (3.66) -- -- (.16) (.13) --
Distributions (in excess of realized gains) -- -- (.87) -- -- --
Total Distributions (3.79) (.06) (1.05) (.35) (.30) (.06)
Net Asset Value, End of Period $43.87 $47.75 $29.09 $23.39 $19.44 $15.31
Total Return* (.12)% 64.45% 28.92% 22.15% 29.04% 27.37%
Net Assets, End of Period (in thousands) $8,663,293 $6,496,773 $2,890,375 $1,576,548 $582,603 $108,563
Average Net Assets for the Period (in thousands) $8,139,276 $3,862,773 $2,217,695 $1,148,951 $304,111 $59,440
Ratio of Gross Expenses to Average Net Assets**(1) 0.69% 0.71% 0.72% 0.74% 0.80% 0.90%
Ratio of Net Expenses to Average Net Assets**(1) 0.69% 0.71% 0.72% 0.74% 0.80% 0.87%
Ratio of Net Investment Income to Average Net Assets** 0.49% 0.20% 0.64% 0.67% 0.83% 0.95%
Portfolio Turnover Rate** 47% 67% 77% 80% 62% 113%
</TABLE>

<TABLE>
<CAPTION>
Janus Aspen Global Life Sciences Portfolio
For a share outstanding during the period ended July 31 2000(2)
-------------------------------------------------------------------------------------------------------
<S> <C>
Net Asset Value, Beginning of Period $10.00
Income from Investment Operations:
Net investment income/(loss) .05
Net gains/(losses) on securities
(both realized and unrealized) (1.83)
Total from Investment Operations (1.78)
Less Distributions:
Dividends (from net investment income) --
Distributions (from capital gains) --
Distributions (in excess of realized gains) --
Total Distributions --
Net Asset Value, End of Period $8.22
Total Return* (17.80)%
Net Assets, End of Period (in thousands) $4,463
Average Net Assets for the Period (in thousands) $3,219
Ratio of Gross Expenses to Average Net Assets**(1) 1.22%
Ratio of Net Expenses to Average Net Assets**(1) 1.22%
Ratio of Net Investment Income to Average Net Assets** 1.62%
Portfolio Turnover Rate** 179%
</TABLE>

See Notes to Financial Statements.
134 Janus Aspen Series/July 31, 2000
<PAGE>

<TABLE>
<CAPTION>
Janus Aspen Global Technology Portfolio
For a share outstanding during the period ended July 31 2000(2)
-----------------------------------------------------------------------------------------------------
<S> <C>
Net Asset Value, Beginning of Period $10.00
Income from Investment Operations:
Net investment income/(loss) .09
Net gains/(losses) on securities
(both realized and unrealized) (.59)
Total from Investment Operations (.50)
Less Distributions:
Dividends (from net investment income) --
Distributions (from capital gains) --
Distributions (in excess of realized gains) --
Total Distributions --
Net Asset Value, End of Period $9.50
Total Return* (5.00)%
Net Assets, End of Period (in thousands) $64,212
Average Net Assets for the Period (in thousands) $54,601
Ratio of Gross Expenses to Average Net Assets**(1) 0.70%
Ratio of Net Expenses to Average Net Assets**(1) 0.70%
Ratio of Net Investment Income to Average Net Assets** 2.11%
Portfolio Turnover Rate** 25%
</TABLE>

<TABLE>
<CAPTION>
For a share outstanding during the seven months ended July 31 Janus Aspen Flexible Income Portfolio
or through each fiscal year ended December 31 2000 1999 1998 1997 1996 1995
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $11.41 $12.05 $11.78 $11.24 $11.11 $9.48
Income from Investment Operations:
Net investment income/(loss) .45 .76 .64 .67 .74 .53
Net gains/(losses) on securities
(both realized and unrealized) (.26) (.58) .41 .62 .24 1.70
Total from Investment Operations .19 .18 1.05 1.29 .98 2.23
Less Distributions:
Dividends (from net investment income) (.45) (.75) (.67) (.64) (.72) (.60)
Distributions (from capital gains) -- (.07) (.11) (.11) (.13) --
Total Distributions (.45) (.82) (.78) (.75) (.85) (.60)
Net Asset Value, End of Period $11.15 $11.41 $12.05 $11.78 $11.24 $11.11
Total Return* 1.61% 1.60% 9.11% 11.76% 9.19% 23.86%
Net Assets, End of Period (in thousands) $210,225 $186,681 $129,582 $54,098 $25,315 $10,831
Average Net Assets for the Period (in thousands) $192,246 $161,459 $86,627 $36,547 $17,889 $5,556
Ratio of Gross Expenses to Average Net Assets**(1) 0.78% 0.72% 0.73% 0.75% 0.84% 1.07%
Ratio of Net Expenses to Average Net Assets**(1) 0.78% 0.72% 0.73% 0.75% 0.83% 1.00%
Ratio of Net Investment Income to Average Net Assets** 7.23% 6.99% 6.36% 6.90% 7.31% 7.46%
Portfolio Turnover Rate** 183% 116% 145% 119% 250% 236%
</TABLE>

See Notes to Financial Statements.

Janus Aspen Series/July 31, 2000 135
<PAGE>

FINANCIAL HIGHLIGHTS - INSTITUTIONAL SHARES (CONTINUED)

<TABLE>
<CAPTION>
For a share outstanding during the seven months ended July 31 Janus Aspen High-Yield Portfolio
or through each fiscal year or period ended December 31 2000 1999 1998 1997 1996(2)
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $10.45 $10.85 $11.78 $10.83 $10.00
Income from Investment Operations:
Net investment income/(loss) .50 1.14 .87 .70 .43
Net gains/(losses) on securities
(both realized and unrealized) (.07) (.41) (.70) .99 .80
Total from Investment Operations .43 .73 .17 1.69 1.23
Less Distributions:
Dividends (from net investment income) (.37) (1.13) (.89) (.68) (.40)
Distributions (from capital gains) -- -- (.05) (.06) --
Distributions (in excess of realized gains) -- -- (.16) -- --
Total Distributions (.37) (1.13) (1.10) (.74) (.40)
Net Asset Value, End of Period $10.51 $10.45 $10.85 $11.78 $10.83
Total Return* 4.05% 6.85% 1.26% 15.98% 12.40%
Net Assets, End of Period (in thousands) $1,818 $1,620 $2,977 $2,914 $783
Average Net Assets for the Period (in thousands) $1,613 $2,448 $3,281 $1,565 $459
Ratio of Gross Expenses to Average Net Assets**(1) 1.00% 1.00% 1.00% 1.00% 1.01%
Ratio of Net Expenses to Average Net Assets**(1) 1.00% 1.00% 1.00% 1.00% 1.00%
Ratio of Net Investment Income to Average Net Assets** 8.36% 8.41% 7.76% 7.98% 5.74%
Portfolio Turnover Rate** 289% 554% 301% 299% 301%
</TABLE>

<TABLE>
<CAPTION>
For a share outstanding during the seven months ended July 31 Janus Aspen Money Market Portfolio
or through each fiscal year or period ended December 31 2000 1999 1998 1997 1996 1995(3)
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
Income from Investment Operations:
Net investment income/(loss) .03 .05 .05 .05 .05 .04
Net gains/(losses) on securities
(both realized and unrealized) -- -- -- -- -- --
Total from Investment Operations .03 .05 .05 .05 .05 .04
Less Distributions:
Dividends (from net investment income) (.03) (.05) (.05) (.05) (.05) (.04)
Distributions (from capital gains) -- -- -- -- -- --
Total Distributions (.03) (.05) (.05) (.05) (.05) (.04)
Net Asset Value, End of Period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
Total Return* 3.46% 4.98% 5.36% 5.17% 5.05% 3.63%
Net Assets, End of Period (in thousands) $61,007 $69,266 $38,690 $15,374 $6,106 $1,735
Average Net Assets for the Period (in thousands) $61,728 $54,888 $31,665 $8,926 $3,715 $1,543
Ratio of Gross Expenses to Average Net Assets**(1) 0.39% 0.43% 0.34% 0.50% 0.50% 0.50%
Ratio of Net Expenses to Average Net Assets**(1) 0.39% 0.43% 0.34% 0.50% 0.50% 0.50%
Ratio of Net Investment Income to Average Net Assets** 5.92% 4.94% 5.21% 5.17% 4.93% 5.30%
</TABLE>

*Total return not annualized for periods of less than one full year.
**Annualized for periods of less than one full year.
(1) See footnote #5 in Notes to Financial Statements.
(2) Period May 1, 1996 (inception) to December 31, 1996.
(3) Period May 1, 1995 (inception) to December 31, 1995.

See Notes to Financial Statements.

136 Janus Aspen Series/July 31, 2000
<PAGE>
FINANCIAL HIGHLIGHTS - RETIREMENT SHARES

<TABLE>
<CAPTION>
For a share outstanding during the
seven months ended July 31 or through Janus Aspen Growth Portfolio
each fiscal year or period ended December 31 2000 1999 1998 1997(2)
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $ 33.63 $ 23.45 $ 18.46 $ 16.18
Income from Investment Operations:
Net investment income/(loss) (.02) .07 (.03) .04
Net gains/(losses) on securities (.22) 10.25 6.32 2.71
(both realized and unrealized) (.24) 10.32 6.29 2.75
Total from Investment Operations Less Distributions:
Dividends (from net investment income) -- -- -- (.10)
Distributions (from capital gains) (2.57) (.14) (1.30) (.37)
Total Distributions (2.57) (.14) (1.30) (.47)
Net Asset Value, End of Period $ 30.82 $ 33.63 $ 23.45 $ 18.46
Total Return* (.64)% 44.12% 34.99% 17.22%
Net Assets, End of Period (in thousands) $ 189,318 $ 59,334 $ 18 $ 12
Average Net Assets for the Period (in thousands) $ 127,737 $ 12,209 $ 13 $ 11
Ratio of Gross Expenses to Average Net Assets**(1) 1.17% 1.17% 1.18% 1.20%
Ratio of Net Expenses to Average Net Assets**(1) 1.17% 1.17% 1.18% 1.20%
Ratio of Net Investment Income/(Loss) to Average Net Assets** (0.30)% (0.25)% (0.23)% 0.29%
Portfolio Turnover Rate** 46% 53% 73% 122%

<CAPTION>
For a share outstanding during the Janus Aspen
seven months ended July 31 or through Aggressive Growth Portfolio
each fiscal year or period ended December 31 2000 1999 1998 1997(2)
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $ 58.91 $ 27.42 $ 20.49 $ 16.12
Income from Investment Operations:
Net investment income/(loss) (.17) .19 (.12) (.06)
Net gains/(losses) on securities (1.63) 32.70 7.05 4.43
(both realized and unrealized) (1.80) 32.89 6.93 4.37
Total from Investment Operations Less Distributions:
Dividends (from net investment income) -- -- -- --
Distributions (from capital gains) (6.33) (1.40) -- --
Total Distributions (6.33) (1.40) -- --
Net Asset Value, End of Period $ 50.78 $ 58.91 $ 27.42 $ 20.49
Total Return* (3.17)% 124.34% 33.58% 27.11%
Net Assets, End of Period (in thousands) $ 302,466 $ 47,928 $ 17 $ 13
Average Net Assets for the Period (in thousands) $ 162,084 $ 9,786 $ 14 $ 11
Ratio of Gross Expenses to Average Net Assets**(1) 1.17% 1.19% 1.26% 1.32%
Ratio of Net Expenses to Average Net Assets**(1) 1.17% 1.19% 1.26% 1.32%
Ratio of Net Investment Income/(Loss) to Average Net Assets** (1.01)% (1.00)% (0.86)% (0.62)%
Portfolio Turnover Rate** 84% 105% 132% 130%
</TABLE>

<TABLE>
<CAPTION>
For a share outstanding during the Janus Aspen Capital
six months ended June 30 (unaudited) or through Appreciation Portfolio
each fiscal year or period ended December 31 2000 1999 1998 1997(2)
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period
Income from Investment Operations: $ 33.00 $ 19.86 $ 12.62 $ 10.00
Net investment income/(loss)
Net gains/(losses) on securities .09 (.08) (.04) .12
(both realized and unrealized) (1.66) 13.22 7.28 2.50
Total from Investment Operations (1.57) 13.14 7.24 2.62
Less Distributions:
Dividends (from net investment income) (.10) -- -- --
Distributions (from capital gains) (.01) -- -- --
Total Distributions (.11) -- -- --
Net Asset Value, End of Period $ 31.32 $ 33.00 $ 19.86 $ 12.62
Total Return* (4.74)% 66.16% 57.37% 26.20%
Net Assets, End of Period (in thousands) $ 118,394 $ 23,529 $ 20 $ 13
Average Net Assets for the Period (in thousands) $ 65,965 $ 4,402 $ 15 $ 12
Ratio of Gross Expenses to Average Net Assets**(1) 1.17% 1.19% 1.44% 1.73%
Ratio of Net Expenses to Average Net Assets**(1) 1.17% 1.19% 1.44% 1.73%
Ratio of Net Investment Income/(Loss) to Average Net Assets** 0.97% 0.23% (0.25)% 1.55%
Portfolio Turnover Rate** 13% 52% 91% 101%

<CAPTION>
For a share outstanding during the six months Janus Aspen
ended June 30 (unaudited) or through Balanced Portfolio
each fiscal year or period ended December 31 2000 1999 1998 1997(2)
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period
Income from Investment Operations: $ 28.04 $ 22.59 $ 17.47 $ 15.38
Net investment income/(loss)
Net gains/(losses) on securities .28 .46 .21 .27
(both realized and unrealized) (.52) 5.41 5.58 2.30
Total from Investment Operations (.24) 5.87 5.79 2.57
Less Distributions:
Dividends (from net investment income) (.33) (.42) (.18) (.30)
Distributions (from capital gains) (2.33) -- (.49) (.18)
Total Distributions (2.66) (.42) (.67) (.48)
Net Asset Value, End of Period $ 25.14 $ 28.04 $ 22.59 $ 17.47
Total Return* (0.86)% 26.13% 33.59% 16.92%
Net Assets, End of Period (in thousands) $ 140,179 $ 53,598 $ 17,262 $ 12
Average Net Assets for the Period (in thousands) $ 96,509 $ 28,498 $ 3,650 $ 11
Ratio of Gross Expenses to Average Net Assets**(1) 1.17% 1.19% 1.24% 1.32%
Ratio of Net Expenses to Average Net Assets**(1) 1.17% 1.19% 1.24% 1.32%
Ratio of Net Investment Income/(Loss) to Average Net Assets** 2.67% 2.36% 2.04% 2.38%
Portfolio Turnover Rate** 59% 92% 70% 139%
</TABLE>

See Notes to Financial Statements.

Janus Aspen Series/July 31, 2000 137
<PAGE>
FINANCIAL HIGHLIGHTS - RETIREMENT SHARES (CONTINUED)

<TABLE>
<CAPTION>
For a share outstanding during the Janus Aspen Equity Income
seven months ended July 31 or through Portfolio
each fiscal year or period ended December 31 2000 1999 1998 1997(2)
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period
Income from Investment Operations: $ 27.07 $ 19.28 $ 13.42 $ 10.00
Net investment income/(loss)
Net gains/(losses) on securities (.03) .03 (.05) .01
(both realized and unrealized) (.88) 7.85 6.12 3.41
Total from Investment Operations (.91) 7.88 6.07 3.42
Less Distributions:
Dividends (from net investment income) -- -- -- --
Distributions (from capital gains) (6.17) (.09) (.21) --
Total Distributions (6.17) (.09) (.21) --
Net Asset Value, End of Period $ 19.99 $ 27.07 $ 19.28 $ 13.42
Total Return* (3.34)% 40.94% 45.55% 34.20%
Net Assets, End of Period (in thousands) $ 1,369 $ 464 $ 20 $ 13
Average Net Assets for the Period (in thousands) $ 1,264 $ 128 $ 16 $ 12
Ratio of Gross Expenses to Average Net Assets**(1) 1.76% 1.78% 1.75% 1.74%
Ratio of Net Expenses to Average Net Assets**(1) 1.76% 1.77% 1.75% 1.74%
Ratio of Net Investment Income/(Loss) to Average Net Assets** (0.30)% (0.04)% (0.33)% 0.07%
Portfolio Turnover Rate** 86% 114% 79% 128%
<CAPTION>

For a share outstanding during the Janus Aspen Growth and
seven months ended July 31 or through Income Portfolio
each fiscal year or period ended December 31 2000 1999 1998(3)
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net Asset Value, Beginning of Period
Income from Investment Operations: $ 20.68 $ 11.94 $ 10.00
Net investment income/(loss)
Net gains/(losses) on securities .02 (.01) .01
(both realized and unrealized) (1.08) 8.75 1.93
Total from Investment Operations (1.06) 8.74 1.94
Less Distributions:
Dividends (from net investment income) (.03) -- --
Distributions (from capital gains) (.31) -- --
Total Distributions (.34) -- --
Net Asset Value, End of Period $ 19.28 $ 20.68 $ 11.94
Total Return* (5.13)% 73.20% 19.40%
Net Assets, End of Period (in thousands) $ 17,894 $ 6,982 $ 12
Average Net Assets for the Period (in thousands) $ 11,641 $ 1,826 $ 10
Ratio of Gross Expenses to Average Net Assets**(1) 1.25% 1.53% 1.72%
Ratio of Net Expenses to Average Net Assets**(1) 1.24% 1.53% 1.72%
Ratio of Net Investment Income/(Loss) to Average Net Assets** 0.35% 0.11% 0.21%
Portfolio Turnover Rate** 27% 59% 62%
</TABLE>

<TABLE>
<CAPTION>
For a share outstanding during the Janus Aspen International
seven months ended July 31 or through Growth Portfolio
each fiscal year or period ended December 31 2000 1999 1998 1997(2)
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period
Income from Investment Operations: $ 38.56 $ 21.27 $ 18.44 $ 16.80
Net investment income/(loss)
Net gains/(losses) on securities .42 -- .05 .04
(both realized and unrealized) (.49) 17.30 3.07 1.73
Total from Investment Operations (.07) 17.30 3.12 1.77
Less Distributions:
Dividends (from net investment income) (.39) (.01) (.01) (.09)
Distributions (from capital gains) (1.25) -- (.28) (.04)
Total Distributions (1.64) (.01) (.29) (.13)
Net Asset Value, End of Period $ 36.85 $ 38.56 $ 21.27 $ 18.44
Total Return* (.10)% 81.32% 16.86% 10.53%
Net Assets, End of Period (in thousands) $ 48,003 $ 16,986 $ 17 $ 11
Average Net Assets for the Period (in thousands) $ 33,338 $ 3,738 $ 13 $ 11
Ratio of Gross Expenses to Average Net Assets**(1) 1.22% 1.25% 1.35% 1.45%
Ratio of Net Expenses to Average Net Assets**(1) 1.22% 1.24% 1.35% 1.45%
Ratio of Net Investment Income/(Loss) to Average Net Assets** 2.58% (0.29)% 0.26% 0.26%
Portfolio Turnover Rate** 52% 80% 93% 86%

<CAPTION>
For a share outstanding during the Janus Aspen Worldwide
seven months ended July 31 or through Growth Portfolio
each fiscal year or period ended December 31 2000 1999 1998 1997(2)
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period
Income from Investment Operations: $ 47.56 $ 29.06 $ 23.36 $ 20.72
Net investment income/(loss)
Net gains/(losses) on securities .03 (.04) .02 .14
(both realized and unrealized) (.26) 18.54 6.57 2.80
Total from Investment Operations (.23) 18.50 6.59 2.94
Less Distributions:
Dividends (from net investment income) -- -- (.02) (.14)
Distributions (from capital gains) (3.66) -- (.87) (.16)
Total Distributions (3.66) -- (.89) (.30)
Net Asset Value, End of Period $ 43.67 $ 47.56 $ 29.06 $ 23.36
Total Return* (.42)% 63.66% 28.25% 14.22%
Net Assets, End of Period (in thousands) $ 409,780 $ 174,399 $ 5,837 $ 403
Average Net Assets for the Period (in thousands) $ 316,174 $ 49,424 $ 1,742 $ 11
Ratio of Gross Expenses to Average Net Assets**(1) 1.20% 1.21% 1.22% 1.26%
Ratio of Net Expenses to Average Net Assets**(1) 1.20% 1.21% 1.22% 1.26%
Ratio of Net Investment Income/(Loss) to Average Net Assets** -- (0.34)% (0.02)% 0.16%
Portfolio Turnover Rate** 47% 67% 77% 80%
</TABLE>

* Total return not annualized for periods of less than one full year.
** Annualized for periods of less than one full year.
(1) See footnote #5 in Notes to Financial Statements.
(2) Period May 1, 1997 (inception) to December 31, 1997.
(3) Period May 1, 1998 (inception) to December 31, 1998.

See Notes to Financial Statements.

138 Janus Aspen Series/July 31, 2000
<PAGE>

<TABLE>
<CAPTION>
For a share outstanding during the Janus Aspen Flexible Income
seven months ended July 31 or through Portfolio
each fiscal year or period ended December 31 2000 1999 1998 1997(2)
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period
Income from Investment Operations: $ 11.72 $ 12.05 $ 11.77 $ 11.41
Net investment income/(loss)
Net gains/(losses) on securities .47 .37 .73 .50
(both realized and unrealized) (.31) (.27) .27 .58
Total from Investment Operations .16 .10 1.00 1.08
Less Distributions:
Dividends (from net investment income) (.46) (.36) (.61) (.61)
Distributions (from capital gains) -- (.07) (.11) (.11)
Total Distributions (.46) (.43) (.72) (.72)
Net Asset Value, End of Period $ 11.42 $ 11.72 $ 12.05 $ 11.77
Total Return* 1.37% 0.90% 8.58% 9.73%
Net Assets, End of Period (in thousands) $ 810 $ 842 $ 12 $ 11
Average Net Assets for the Period (in thousands) $ 817 $ 250 $ 11 $ 10
Ratio of Gross Expenses to Average Net Assets**(1) 1.28% 1.20% 1.24% 1.23%
Ratio of Net Expenses to Average Net Assets**(1) 1.28% 1.20% 1.23% 1.23%
Ratio of Net Investment Income to Average Net Assets** 6.74% 6.80% 5.92% 6.39%
Portfolio Turnover Rate** 183% 116% 145% 119%
</TABLE>

<TABLE>
<CAPTION>
For a share outstanding during the Janus Aspen
period from January 1, 2000 to July 26, 2000 High-Yield Portfolio
or through each fiscal year or period ended December 31 2000(3) 1999 1998 1997(2)
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $ 10.67 $ 10.84 $ 11.78 $ 11.19
Income from Investment Operations:
Net investment income/(loss) .44 .89 .87 .59
Net gains/(losses) on securities (.01) (.21) (.77) .71
(both realized and unrealized) .43 .68 .10 1.30
Total from Investment Operations
Less Distributions: (.35) (.85) (.83) (.65)
Dividends (from net investment income) -- -- (.21) (.06)
Distributions (from capital gains) (.35) (.85) (1.04) (.71)
Total Distributions $ 10.75 $ 10.67 $ 10.84 $ 11.78
Net Asset Value, End of Period 3.97% 6.35% 0.67% 11.96%
Total Return* $ 12 $ 12 $ 11 $ 11
Net Assets, End of Period (in thousands) $ 12 $ 12 $ 12 $ 11
Average Net Assets for the Period (in thousands) 1.50% 1.50% 1.50% 1.50%
Ratio of Gross Expenses to Average Net Assets**(1) 1.50% 1.50% 1.50% 1.50%
Ratio of Net Expenses to Average Net Assets**(1) 6.95% 8.05% 7.33% 7.42%
Ratio of Net Investment Income to Average Net Assets** 289% 554% 301% 299%
</TABLE>

* Total return not annualized for periods of less than one full year.
** Annualized for periods of less than one full year.
(1) See footnote #5 in Notes to Financial Statements.
(2) Period May 1, 1997 (inception) to December 31, 1997.
(3) All High-Yield Retirement Shares ceased operations. Amounts represent
per share data on July 26, 2000.

See Notes to Financial Statements.

Janus Aspen Series/July 31, 2000 139
<PAGE>

FINANCIAL HIGHLIGHTS - RETIREMENT SHARES (CONTINUED)

<TABLE>
<CAPTION>
For a share outstanding during the Janus Aspen Money
seven months ended July 31 or through Market Portfolio
each fiscal year or period ended December 31 2000 1999 1998 1997(2)
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period
Income from Investment Operations: $ 1.00 $ 1.00 $ 1.00 $ 1.00
Net investment income/(loss)
Net gains/(losses) on securities .03 .04 .05 .03
(both realized and unrealized) -- -- -- --
Total from Investment Operations .03 .04 .05 .03
Less Distributions:
Dividends (from net investment income) (.03) (.04) (.05) (.03)
Distributions (from capital gains) -- -- -- --
Total Distributions (.03) (.04) (.05) (.03)
Net Asset Value, End of Period $ 1.00 $ 1.00 $ 1.00 $ 1.00
Total Return* 3.17% 4.45% 4.85% 3.13%
Net Assets, End of Period (in thousands) $ 6,684 $ 1,153 $ 11 $ 10
Average Net Assets for the Period (in thousands) $ 4,775 $ 150 $ 10 $ 10
Ratio of Gross Expenses to Average Net Assets**(1) 0.90% 0.86% 0.84% 1.00%
Ratio of Net Expenses to Average Net Assets**(1) 0.90% 0.86% 0.84% 1.00%
Ratio of Net Investment Income to Average Net Assets** 5.57% 5.18% 4.74% 4.66%
</TABLE>

See Notes to Financial Statements.

140 Janus Aspen Series/July 31, 2000
<PAGE>
FINANCIAL HIGHLIGHTS - SERVICE SHARES

<TABLE>
<CAPTION>
Janus Aspen
For a share outstanding during the seven months Janus Aspen Growth Portfolio Aggressive Growth Portfolio
ended July 31 2000 2000
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value, Beginning of Period $ 33.52 $ 59.16
Income from Investment Operations:
Net investment income/(loss) -- (.04)
Net gains/(losses) on securities (.20) (1.48)
(both realized and unrealized) (.20) (1.52)
Total from Investment Operations
Less Distributions:
Dividends (from net investment income) -- --
Distributions (from capital gains) (2.57) (6.33)
Total Distributions (2.57) (6.33)
Net Asset Value, End of Period $ 30.75 $ 51.31
Total Return* (.55)% (2.68)%
Net Assets, End of Period (in thousands) $20,021 $44,259
Average Net Assets for the Period (in thousands) $ 3,710 $ 8,566
Ratio of Gross Expenses to Average Net Assets**(1) 0.94% 0.93%
Ratio of Net Expenses to Average Net Assets**(1) 0.94% 0.93%
Ratio of Net Investment Income/(Loss) to Average Net Assets** (0.01)% (0.68)%
Portfolio Turnover Rate** 46% 84%
</TABLE>

<TABLE>
<CAPTION>
Janus Aspen Capital Janus Aspen
For a share outstanding during the seven months Appreciation Portfolio Balanced Portfolio
ended July 31 2000 2000
------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value, Beginning of Period $ 32.77 $ 27.82
Income from Investment Operations:
Net investment income/(loss) .10 .09
Net gains/(losses) on securities (1.63) .02
(both realized and unrealized) (1.53) .11
Total from Investment Operations
Less Distributions:
Dividends (from net investment income) (.10) (.09)
Distributions (from capital gains) (.01) (2.33)
Total Distributions (.11) (2.42)
Net Asset Value, End of Period $ 31.13 $ 25.51
Total Return* (4.64)% .41%
Net Assets, End of Period (in thousands) $403,465 $ 13,565
Average Net Assets for the Period (in thousands) $173,832 $ 2,250
Ratio of Gross Expenses to Average Net Assets**(1) 0.92% 0.94%
Ratio of Net Expenses to Average Net Assets**(1) 0.92% 0.94%
Ratio of Net Investment Income/(Loss) to Average Net Assets** 1.30% 2.97%
Portfolio Turnover Rate** 13% 59%
</TABLE>

* Total return not annualized for periods of less than one full year.
** Annualized for periods of less than one full year.
(1) See footnote #5 in Notes to Financial Statements.

See Notes to Financial Statements.

Janus Aspen Series/July 31, 2000 141
<PAGE>
FINANCIAL HIGHLIGHTS - SERVICE SHARES (CONTINUED)

<TABLE>
<CAPTION>
Janus Aspen Equity Income Janus Aspen Growth and
For a share outstanding during the seven months Portfolio Income Portfolio
ended July 31 2000 2000
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value, Beginning of Period $27.15 $20.63
Income from Investment Operations:
Net investment income/(loss) -- .02
Net gains/(losses) on securities (.86) (1.04)
(both realized and unrealized) (.86) (1.02)
Total from Investment Operations
Less Distributions:
Dividends (from net investment income) -- (.02)
Distributions (from capital gains) (6.17) (.31)
Total Distributions (6.17) (.33)
Net Asset Value, End of Period $20.12 $19.28
Total Return* (3.14)% (4.94)%
Net Assets, End of Period (in thousands) $ 85 $4,796
Average Net Assets for the Period (in thousands) $ 17 $ 970
Ratio of Gross Expenses to Average Net Assets**(1) 1.52% 0.97%
Ratio of Net Expenses to Average Net Assets**(1) 1.52% 0.97%
Ratio of Net Investment Income/(Loss) to Average Net Assets** (0.03)% 0.79%
Portfolio Turnover Rate** 86% 27%
</TABLE>

<TABLE>
<CAPTION>
Janus Aspen Janus Aspen International
For a share outstanding during the seven months Strategic Value Portfolio Growth Portfolio
or period ended July 31 2000(2) 2000
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value, Beginning of Period $10.00 $ 38.29
Income from Investment Operations:
Net investment income/(loss) .01 .41
Net gains/(losses) on securities .16 (.41)
(both realized and unrealized)
Total from Investment Operations .17 --
Less Distributions:
Dividends (from net investment income) -- (.41)
Distributions (from capital gains) -- (1.25)
Total Distributions -- (1.66)
Net Asset Value, End of Period $10.17 $ 36.63
Total Return* 1.70% .06%
Net Assets, End of Period (in thousands) $ 53 $345,476
Average Net Assets for the Period (in thousands) $ 13 $138,315
Ratio of Gross Expenses to Average Net Assets**(1) 1.51% 0.98%
Ratio of Net Expenses to Average Net Assets**(1) 1.51% 0.97%
Ratio of Net Investment Income/(Loss) to Average Net Assets** 1.55% 4.44%
Portfolio Turnover Rate** 23% 52%
</TABLE>

See Notes to Financial Statements.

142 Janus Aspen Series/July 31, 2000
<PAGE>
<TABLE>
<CAPTION>
Janus Aspen Worldwide Janus Aspen Global
For a share outstanding during the seven months Growth Portfolio Life Sciences Portfolio(1)
or period ended July 31 2000 2000(2)
-------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value, Beginning of Period $ 47.49 $ 10.00
Income from Investment Operations:
Net investment income/(loss) .01 .01
Net gains/(losses) on securities (.17) (1.80)
(both realized and unrealized) (.16) (1.79)
Total from Investment Operations
Less Distributions:
Dividends (from net investment income) (.01) --
Distributions (from capital gains) (.3.66) --
Total Distributions (3.67) --
Net Asset Value, End of Period $ 43.66 $ 8.21
Total Return* (.27)% (17.90)%
Net Assets, End of Period (in thousands) $23,106 $17,560
Average Net Assets for the Period (in thousands) $ 4,255 $ 2,838
Ratio of Gross Expenses to Average Net Assets**(1) 0.96% 1.53%
Ratio of Net Expenses to Average Net Assets**(1) 0.96% 1.53%
Ratio of Net Investment Income to Average Net Assets** 0.23% 1.04%
Portfolio Turnover Rate** 47% 179%
</TABLE>

<TABLE>
<CAPTION>
Janus Aspen Global Janus Aspen Flexible Income
For a share outstanding during the seven months Technology Portfolio Portfolio
or period ended July 31 2000(2) 2000
--------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value, Beginning of Period $ 10.00 $ 11.41
Income from Investment Operations:
Net investment income/(loss) .04 .35
Net gains/(losses) on securities (.55) (.18)
(both realized and unrealized) (.51) .17
Total from Investment Operations
Less Distributions:
Dividends (from net investment income) -- (.32)
Distributions (from capital gains) -- --
Total Distributions -- (.32)
Net Asset Value, End of Period $ 9.49 $ 11.26
Total Return* (5.20)% 1.49%
Net Assets, End of Period (in thousands) $342,389 $ 79
Average Net Assets for the Period (in thousands) $160,363 $ 17
Ratio of Gross Expenses to Average Net Assets**(1) 0.96% 1.04%
Ratio of Net Expenses to Average Net Assets**(1) 0.96% 1.04%
Ratio of Net Investment Income to Average Net Assets** 1.80% 6.99%
Portfolio Turnover Rate** 25% 183%
</TABLE>

See Notes to Financial Statements.

Janus Aspen Series/July 31, 2000 143
<PAGE>
FINANCIAL HIGHLIGHTS - SERVICE SHARES (CONTINUED)

<TABLE>
<CAPTION>
Janus Aspen Janus Aspen Money
For a share outstanding during the seven months High-Yield Portfolio Market Portfolio
ended July 31 2000 2000
-------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Net Asset Value, Beginning of Period $10.42 $1.00
Income from Investment Operations:
Net investment income/(loss) .49 .03
Net gains/(losses) on securities (.09) --
(both realized and unrealized) .40 .03
Total from Investment Operations
Less Distributions:
Dividends (from net investment income) (.33) (.03)
Distributions (from capital gains) -- --
Total Distributions (.33) (.03)
Net Asset Value, End of Period $10.49 $1.00
Total Return* 3.87% 3.31%
Net Assets, End of Period (in thousands) $ 11 $ 10
Average Net Assets for the Period (in thousands) $ 10 $ 10
Ratio of Gross Expenses to Average Net Assets**(1) 1.24% 0.64%
Ratio of Net Expenses to Average Net Assets**(1) 1.24% 0.64%
Ratio of Net Investment Income/(Loss) to Average Net Assets** 8.05% 5.62%
Portfolio Turnover Rate** 289% N/A
</TABLE>

* Total return not annualized for periods of less than one full year.
** Annualized for periods of less than one full year.
(1) See footnote #5 in Notes to Financial Statements.

See Notes to Financial Statements.

144 Janus Aspen Series/July 31, 2000
<PAGE>
NOTES TO SCHEDULES OF INVESTMENTS

ADR -- American Depository Receipt

EUR -- Euro

GDR -- Global Depository Receipt

* Non-income producing security

** A portion of this security has been segregated to cover margin or segregation
requirements on open futures contracts and/or forward currency contracts.

+ Securities are registered pursuant to Rule 144A and may be deemed to be
restricted for resale.

# Restricted securities are valued at fair value determined in good faith under
procedures established by and under the supervision of the Trustees.

Variable Rate Notes. The interest rate, which is based on specific, or an index
of, market interest rates, is subject to change. Rates in the security
description are as of July 31, 2000.

Money market funds may hold securities with stated maturities of greater than
397 days when those securities have features that allow a fund to "put" back
the security to the issuer or to a third party within 397 days of acquisition.
The maturity dates shown in the security descriptions are the stated maturity
dates.

Repurchase Agreements held by a Portfolio are fully collateralized, and such
collateral is in the possession of the Portfolio's custodian. The collateral is
evaluated daily to ensure its market value equals or exceeds the current market
value of the repurchase agreements including accrued interest. In the event of
default on the obligation to repurchase, the Portfolio has the right to
liquidate the collateral and apply the proceeds in satisfaction of the
obligation. In the event of default or bankruptcy by the other party to the
agreement, realization and/or retention of the collateral or proceeds may be
subject to legal proceedings.

SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME

Restricted securities held by a Portfolio may not be sold except in exempt
transactions or in a public offering registered under the Securities Act of
1933. The risk of investing in such securities is generally greater than the
risk of investing in the securities of widely held, publicly traded companies.
Lack of a secondary market and resale restrictions may result in the inability
of a Portfolio to sell a security at a fair price and may substantially delay
the sale of the security which each portfolio seeks to sell. In addition, these
securities may exhibit greater price volatility than securities for which
secondary markets exist.

SCHEDULE OF RESTRICTED OR ILLIQUID SECURITIES

<TABLE>
<CAPTION>
Value as
Acquisition Acquisition Market % of
Date Cost Value Net Assets
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Janus Aspen Aggressive Growth Portfolio
Hanover Compressor Co.(1) 5/19/00 $26,887,500 $28,229,527 0.56%
Incyte Genomics, Inc.(2) 2/22/00 $43,073,540 $14,509,091 0.29%
-----------------------
$42,738,618 0.85%
----------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio
Incyte Genomics, Inc.(2) 2/22/00 $21,356,365 $ 7,193,777 0.08%
----------------------------------------------------------------------------------------------
Janus Aspen Global Life Sciences Portfolio
Immunomedics, Inc.(2) 2/15/00 $ 10,000 $ 10,703 0.05%
----------------------------------------------------------------------------------------------
</TABLE>

(1) Shelf registration will occur in October 2000.
(2) Shelf registration took place as of July 31, 2000.

The Funds have registration rights for certain restricted securities held at
July 31, 2000. The issuer incurs all registration costs.

Janus Aspen Series/July 31, 2000 145
<PAGE>
NOTES TO FINANCIAL STATEMENTS

The following section describes the organization and significant accounting
policies of the Portfolios and provides more detailed information about the
schedules and tables that appear throughout this report. In addition, the Notes
explain how the Portfolios operate and the methods used in preparing and
presenting this report.

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Janus Aspen Series (the "Trust") was organized as a Delaware Trust on
May 20, 1993, and is registered under the Investment Company Act of
1940 (the "1940 Act") as a no-load, open-end management investment
company. The Trust offers fourteen Portfolios or series of shares with
differing investment objectives and policies. Eleven Portfolios invest
primarily in equity securities: Janus Aspen Growth Portfolio, Janus
Aspen Aggressive Growth Portfolio, Janus Aspen Capital Appreciation
Portfolio, Janus Aspen Balanced Portfolio, Janus Aspen Equity Income
Portfolio, Janus Aspen Growth and Income Portfolio, Janus Aspen
Strategic Value Portfolio, Janus Aspen International Growth Portfolio,
Janus Aspen Worldwide Growth Portfolio, Janus Aspen Global Life
Sciences Portfolio and Janus Aspen Global Technology Portfolio. Two
Portfolios invest primarily in income-producing securities: Janus
Aspen Flexible Income Portfolio and Janus Aspen High-Yield Portfolio.
Janus Aspen Money Market Portfolio invests in short-term money market
securities. Each Portfolio is diversified as defined in the 1940 Act,
with the exception of the Aggressive Growth Portfolio, Capital
Appreciation Portfolio, Global Life Sciences Portfolio, Global
Technology Portfolio and Strategic Value Portfolio, which are
nondiversified.

Institutional Shares of the Trust are issued and redeemed only in
connection with investment in and payments under variable annuity
contracts and variable life insurance contracts (collectively
"variable insurance contracts"), as well as certain qualified
retirement plans. Effective May 1, 1997, the Trust issued the
Retirement Shares. Retirement Shares of the Trust are issued and
redeemed only in connection with certain qualified retirement plans.

Effective December 31, 1999, the Trust issued a new class of shares,
the Service Shares. Service Shares of the Trust are issued and
redeemed only in connection with investment in and payments under
variable annuity contracts and variable life insurance contracts
(collectively "variable insurance contracts"), as well as certain
qualified retirement plans.

Janus Capital Corporation ("Janus Capital") redeemed its investment in
the Retirement Shares of the High-Yield Portfolio on July 26, 2000
since it was the only shareholder.

The following accounting policies have been consistently followed by
the Trust and are in conformity with accounting principles generally
accepted in the investment company industry.

A reorganization of the Retirement Shares of the Trust occurred at the
close of business on July 31, 2000. Each of the reorganized Portfolios
of Janus Aspen Series allocated a pro rata share (percentage of the
Retirement Shares to the total Portfolio) of each security position to
the corresponding Fund of the newly formed Janus Adviser Series except
for securities that are subject to restrictions on resale or transfer,
such as private placement securities. Each pro rata share was rounded
to eliminate fractional shares and odd lots of securities. Janus
Capital, the investment adviser of both Janus Aspen Series and Janus
Adviser Series, has agreed to limit expenses of the Funds formed from
this reorganization so that they will not increase before July 31,
2003. Specifically, Janus Capital will limit the expenses of each of
the new Funds (excluding brokerage commissions, interest, taxes and
extraordinary expenses) to the expense ratio of the corresponding Janus
Aspen Series Portfolio set forth in the May 1, 2000 Janus Aspen Series
prospectus. These limitations will stay in place until at least July
31, 2003. In addition, Janus Capital will pay all the fees associated
with the reorganization.

INVESTMENT VALUATION

Securities are valued at the closing price for securities traded on a
principal securities exchange (U.S. or foreign) and on the NASDAQ
National Market. Securities traded on over-the-counter markets and
listed securities for which no sales are reported are valued at the
latest bid price (or yield equivalent thereof) obtained from one or
more dealers making a market for such securities or by a pricing
service approved by the Trustees. Short-term investments maturing
within 60 days and all money market securities in the Money Market
Portfolio are valued at amortized cost, which approximates market
value. Foreign securities are converted to U.S. dollars using exchange
rates at the close of the New York Stock Exchange. When market
quotations are not readily available, securities are valued at fair
value as determined in good faith under procedures established by the
Trustees.

INVESTMENT TRANSACTIONS AND INVESTMENT INCOME

Investment transactions are accounted for as of the date purchased or
sold. Dividend income is recorded on the ex-dividend date. Certain
dividends from foreign securities will be recorded as soon as the
Trust is informed of the dividend if such information is obtained
subsequent to the ex-dividend date. Interest income is recorded on the
accrual basis and includes amortization of discounts and premiums.
Gains and losses are determined on the identified cost basis, which is
the same basis used for federal income tax purposes. Income and gains
and losses are allocated daily to each class of shares based upon the
ratio of net assets represented by each class as a percentage of total
net assets.

FORWARD CURRENCY TRANSACTIONS AND FUTURES CONTRACTS

The Portfolios enter into forward currency contracts in order to hedge
their exposure to changes in foreign currency exchange rates on their
foreign portfolio holdings

146 Janus Aspen Series/July 31, 2000

<PAGE>
and to lock in the U.S. dollar cost of firm purchase and sales
commitments denominated in foreign currencies. A forward currency
contract is a commitment to purchase or sell a foreign currency at a
future date at a negotiated forward rate. The gain or loss arising
from the difference between the U.S. dollar cost of the original
contract and the value of the foreign currency in U.S. dollars upon
closing such a contract is included in net realized gain or loss on
foreign currency transactions. Forward currency contracts held by the
Portfolios are fully collateralized by other securities, in possession
at the Portfolio's custodian, which are denoted in the accompanying
Schedule of Investments. The market value of these securities is
evaluated daily to ensure that it is equal to or exceeds the current
market value of the corresponding forward currency contract.

Currency gain and loss are also calculated on payables and receivables
that are denominated in foreign currencies. The payables and
receivables are generally related to security transactions and income.

Futures contracts are marked to market daily, and the variation margin
is recorded as an unrealized gain or loss. When a contract is closed,
a realized gain or loss is recorded equal to the difference between
the opening and closing value of the contract. Generally, open forward
and futures contracts are marked to market (i.e., treated as realized
and subject to distribution) for federal income tax purposes at fiscal
year-end.

Foreign-denominated assets and forward currency contracts may involve
more risks than domestic transactions, including: currency risk,
political and economic risk, regulatory risk and market risk. Risks
may arise from the potential inability of a counterparty to meet the
terms of a contract and from unanticipated movements in the value of
foreign currencies relative to the U.S. dollar.

The Portfolios may enter into futures contracts and options on
securities, financial indexes and foreign currencies, forward
contracts and interest-rate swaps and swap-related products. The
Portfolios intend to use such derivative instruments primarily to
hedge or protect from adverse movements in securities prices, currency
rates or interest rates. The use of futures contracts and options may
involve risks such as the possibility of illiquid markets or imperfect
correlation between the value of the contracts and the underlying
securities or that the counterparty will fail to perform its
obligations.

SECURITY LENDING

The Portfolios may lend securities to qualified parties (typically
brokers or other financial institutions) for the purpose of earning
additional income. All loans will be continuously secured by
collateral which consists of cash, U.S. government securities, letters
of credit and such other collateral permitted by the SEC and policies
approved by the Trustees. As with other extension of credits, there is
the risk of delay in recovering a loaned security or the risk of loss
in collateral rights if the borrower fails financially. Securities
lending will only be made to parties that Janus Capital deems
creditworthy and in good standing.

The borrower pays fees at the funds direction to its lending agent.
Additionally, the lending agent invests the cash collateral and
retains a portion of the interest earned. The lending fees and the
portfolios portion of the interest income earned on cash collateral
are included in interest income on the statement of operations. During
the period ended July 31, 2000, the following portfolios had security
lending fees totaling:

<TABLE>
<CAPTION>
Portfolio Lending Fees
------------------------------------------------------------------
<S> <C>
Janus Aspen Growth Portfolio $132,325
Janus Aspen Capital Appreciation Portfolio $ 34,152
Janus Aspen Balanced Portfolio $ 67,805
Janus Aspen Growth and Income Portfolio $ 4,201
Janus Aspen International Growth Portfolio $103,795
Janus Aspen Worldwide Growth Portfolio $959,783
------------------------------------------------------------------
</TABLE>

INITIAL PUBLIC OFFERINGS

The Portfolios may invest in initial public offerings (IPOs). IPOs and
other investment techniques may have a magnified performance impact on
a fund with a small asset base. The Portfolios may not experience
similar performance as its assets grow.

ADDITIONAL INVESTMENT RISK

A portion of the Flexible Income and High-Yield Portfolios may be
invested in lower-rated debt securities that have a higher risk of
default or loss of value because of changes in the economy or in their
respective industry.

ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of income
and expenses during the reporting period. Actual results could differ
from those estimates.

DIVIDEND DISTRIBUTIONS AND EXPENSES

Each Portfolio, except the Money Market Portfolio, makes at least
semiannual distributions of substantially all of its investment income
and at least an annual distribution of its net realized capital gains,
if any. The Money Market Portfolio makes daily distributions of its
income. All dividends and capital gains distributions from a Portfolio
will be automatically reinvested into additional shares of that
Portfolio.

Expenses are allocated daily to each class of shares based upon the
ratio of net assets represented by each class as a percentage of total
net assets. Expenses directly attributable to a specific class of
shares are charged against the operations of such class.

FEDERAL INCOME TAXES

No provision for income taxes is included in the accompanying
financial statements as the Portfolios intend to distribute to
shareholders all taxable investment income and realized gains and
otherwise comply with the Internal Revenue Code applicable to
regulated investment companies.

Janus Aspen Series/July 31, 2000 147

<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

2. INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES

The management fee for each equity Portfolio decreased to an annual
rate of .65% of average net assets, effective May 1, 2000. The
management fee for the corresponding Janus retail fund corresponding
to each equity Portfolio also decreased to this rate, effective
January 31, 2000. Due to the fee reductions described above, this also
had the effect of lowering each equity Portfolio's management fee on
January 31, 2000.

Prior to May 1, 2000, investment advisory fees for eight of the
Portfolios were payable to Janus Capital based upon annual rates of
.75% of the first $300 million of average net assets, .70% of the next
$200 million of average net assets, and .65% of the average net assets
in excess of $500 million. However, Janus Capital had voluntarily
agreed to reduce each Portfolio's advisory fee to the extent that such
fee exceeded the effective rate of the Janus retail fund corresponding
to such Portfolio. The effective rate is the advisory fee calculated
by the corresponding retail fund as of the last day of each calendar
quarter (expressed as an annual rate). Janus Aspen Growth Portfolio,
Janus Aspen Aggressive Growth Portfolio, Janus Aspen Capital
Appreciation Portfolio, Janus Aspen International Growth Portfolio,
Janus Aspen Worldwide Growth Portfolio, Janus Aspen Balanced
Portfolio, Janus Aspen Equity Income Portfolio and Janus Aspen Growth
and Income Portfolio advisory fees were reduced to the effective rates
of Janus Fund, Janus Enterprise Fund, Janus Twenty Fund, Janus
Overseas Fund, Janus Worldwide Fund, Janus Balanced Fund, Janus Equity
Income Fund and Janus Growth and Income Fund, respectively. The
effective rate for each Portfolio for the period ended December 31,
1999, was .65%, .66%, .65%, .65%, .65%, .66%, .69% and .65%,
respectively. The Flexible Income Portfolio is subject to advisory
fees payable to Janus Capital based upon annual rates of .65% of the
first $300 million of average net assets plus .55% of average net
assets in excess of $300 million. The High-Yield Portfolio's advisory
fee rate is payable at rates of .75% of the first $300 million of
average net assets plus .65% of average net assets in excess of $300
million. The Money Market Portfolio's advisory fee rate is .25% of
average net assets. For additional information on the specific fees
for the Retirement and Service Shares, please refer to note 4 of the
financial statements.

Janus Capital has agreed to reduce its fee to the extent normal
operating expenses exceed 1% of the average net assets of the Flexible
Income and High-Yield Portfolios and .50% of the average net assets of
the Money Market Portfolio for a fiscal year. Janus Capital has also
agreed to reduce its fee to the extent that normal operating expenses
exceed 1.25% of the average net assets of the Equity Income, Global
Life Sciences, Global Technology and Strategic Value Portfolios.

Janus Capital has agreed to continue these fee waivers and reductions
until at least the next annual renewal of the advisory contracts. The
participant administration fee and distribution fee applicable to the
Retirement Shares, as well as the distribution fee applicable to the
Service Shares, are not included in these expense limits.

Officers and certain trustees of the Trust are also officers and/or
directors of Janus Capital; however, they receive no compensation from
the Trust.

Janus Service Corporation ("Janus Service"), a wholly owned subsidiary
of Janus Capital, receives certain out-of-pocket expenses for transfer
agent services. Janus Service also receives an administrative fee at
an annual rate of up to .25% of the average daily net assets of the
Retirement Shares of each Portfolio for providing or procuring
recordkeeping, subaccounting and other administrative services to plan
participants who invest in the Retirement Shares.

Janus Distributors, Inc., a wholly owned subsidiary of Janus Capital,
is a distributor of the Portfolios. The Retirement and Service Shares
have adopted a Distribution and Shareholder Servicing Plan (The
"Plan") pursuant to Rule 12b-1 under The 1940 Act. The Plan authorizes
payments by the Portfolios in connection with the distribution of the
Retirement and Service Shares at an annual rate, as determined from
time to time by the Board of Trustees, of up to .25% of the Retirement
and Service Shares' average daily net assets.

DST Systems, Inc. (DST), an affiliate of Janus Capital through a
degree of common ownership, provides accounting systems to the
Portfolios. DST Securities, Inc., a wholly owned subsidiary of DST,
provides brokerage services on certain portfolio transactions.
Brokerage commissions paid to DST Securities, Inc. serve to reduce
fees and expenses. Brokerage commissions paid, fees reduced and the
net fees paid to DST for the period ended July 31, 2000, are noted
below:

<TABLE>
<CAPTION>
DST Securities, Inc. Portfolio Expense DST Systems
Portfolio Commissions Paid* Reduction* Costs
---------------------------------------------------------------------------------------------------
<S> <C>
Janus Aspen Growth Portfolio -- -- $11,455
Janus Aspen Aggressive Growth Portfolio -- -- 11,304
Janus Aspen Capital Appreciation Portfolio -- -- 11,093
Janus Aspen Balanced Portfolio -- -- 11,113
Janus Aspen Equity Income Portfolio $ 37 $ 28 7,671
Janus Aspen Growth and Income Portfolio 305 229 7,890
Janus Aspen Strategic Value Portfolio -- -- --
Janus Aspen International Growth Portfolio 1,241 931 9,797
Janus Aspen Worldwide Growth Portfolio 16,745 12,559 --
Janus Aspen Global Life Sciences Portfolio -- -- 5,592
Janus Aspen Global Technology Portfolio -- -- 6,103
Janus Aspen Flexible Income Portfolio -- -- 8,664
Janus Aspen High-Yield Portfolio -- -- 7,809
Janus Aspen Money Market Portfolio -- -- 8,585
---------------------------------------------------------------------------------------------------
</TABLE>

* The difference between commissions paid to DST Securities, Inc. and expenses
reduced constituted commissions paid to an unaffiliated clearing broker.

148 Janus Aspen Series/July 31, 2000
<PAGE>
3. FEDERAL INCOME TAX

Net investment income distributions and capital gains distributions
are determined in accordance with income tax regulations that may
differ from generally accepted accounting principles. These
differences are due to differing treatments for items such as deferral
of wash sales, foreign currency transactions, net operating losses and
capital loss carryforwards.

The Portfolios have elected to treat gains and losses on forward
foreign currency contracts as capital gains and losses. Other foreign
currency gains and losses on debt instruments are treated as ordinary
income for federal income tax purposes pursuant to Section 988 of the
Internal Revenue Code. As of December 31, 1999, the net capital loss
carryovers noted below are available to offset future realized capital
gains and thereby reduce future taxable gains distributions. These
carryovers expire between December 31, 2006, and December 31, 2007.

The aggregate cost of investments and the composition of unrealized
appreciation and depreciation of investments for federal income tax
purposes as of July 31, 2000, are also noted below.

<TABLE>
<CAPTION>
Post-October
Net Capital Loss Capital Currency Federal Tax
Portfolio Carryovers Losses Losses Cost
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Janus Aspen Growth Portfolio -- -- $ (60) $3,298,138,819

Janus Aspen Aggressive Growth
Portfolio -- -- (1,984) 3,937,676,950

Janus Aspen Capital Appreciation
Portfolio -- $(873,431) -- 1,161,412,579
Janus Aspen Balanced Portfolio -- -- (7,055) 2,868,816,151
Janus Aspen Equity Income Portfolio -- -- (45) 13,570,227
Janus Aspen Growth and Income
Portfolio -- (11,710) -- 112,333,888
Janus Aspen Strategic Value Portfolio -- -- -- 2,055,021
Janus Aspen International Growth
Portfolio $(6,761,112) -- -- 1,284,207,623
Janus Aspen Worldwide Growth
Portfolio -- -- (8,857) 6,474,101,073
Janus Aspen Global Life Sciences
Portfolio -- -- -- 21,428,637
Janus Aspen Global Technology
Portfolio -- -- -- 438,667,409
Janus Aspen Flexible Income
Portfolio (2,276,738) -- (30,342) 183,044,142
Janus Aspen High-Yield Portfolio (147,288) (15,207) -- 1,567,149
Janus Aspen Money Market Portfolio -- -- -- 65,521,954

<CAPTION>
Unrealized Unrealized Net Appreciation/
Portfolio Appreciation (Depreciation) (Depreciation)
-------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Janus Aspen Growth Portfolio $ 983,019,288 $(291,363,258) $691,656,030

Janus Aspen Aggressive Growth
Portfolio 1,548,010,774 (574,676,914) 973,333,860

Janus Aspen Capital Appreciation
Portfolio 196,549,538 (80,810,142) 115,739,396
Janus Aspen Balanced Portfolio 313,329,329 (107,333,161) 205,996,168
Janus Aspen Equity Income Portfolio 3,238,292 (774,291.00) 2,464,001
Janus Aspen Growth and Income
Portfolio 27,108,454.00 (10,813,677.00) 16,294,777.00
Janus Aspen Strategic Value Portfolio 111,275 (96,515) 14,760
Janus Aspen International Growth
Portfolio 326,154,594 (97,458,554) 228,696,040
Janus Aspen Worldwide Growth
Portfolio 2,823,258,773 (651,729,494) 2,171,529,279
Janus Aspen Global Life Sciences
Portfolio 803,174 (1,507,801) (704,627)
Janus Aspen Global Technology
Portfolio 25,545,960 (43,071,433) (17,525,473)
Janus Aspen Flexible Income
Portfolio 990,425 (4,076,268) (3,085,843)
Janus Aspen High-Yield Portfolio 11,100 (49,122) (38,022)
Janus Aspen Money Market Portfolio -- -- --
</TABLE>

4. EXPENSES

The Portfolios' expenses may be reduced through expense reduction
arrangements. Those arrangements include the use of broker commissions
paid to DST Securities, Inc. and uninvested cash balances earning
interest with the Portfolios' custodian. The Statements of Operations
reflect the total expenses before any offset, the amount of the offset
and the net expenses. The expense ratios listed in the Financial
Highlights reflect expenses prior to any expense offset (gross expense
ratio) and after expense offsets (net expense ratio). Janus Aspen
Series Retirement Shares incur a pro rata share of operating expenses.
In addition, the Retirement Shares pay a distribution fee of up to
.25% of average net assets and a participant administration fee of up
to .25% of average net assets.

Janus Aspen Series Service Shares incur a pro rata share of operating
expenses. In addition, the Service Shares pay a distribution fee of up
to .25% of average net assets.

Janus Aspen Series/July 31, 2000 149

<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

5. EXPENSE RATIOS

Listed below are the gross expense ratios for the various Portfolios
that would be in effect, absent the waiver of certain fees, offsets
and/or voluntary reduction of the advisory fee to the effective rate
of the corresponding Janus retail fund. Expense ratios are annualized
for all periods less than one year.

<TABLE>
<CAPTION>
For the seven months ended
July 31, 2000 or through each fiscal
year or period ended December 31 Institutional Shares
Portfolio 2000 1999 1998 1997 1996 1995
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Janus Aspen Growth Portfolio 0.67% 0.69% 0.75% 0.78% 0.83% 0.98%
Janus Aspen Aggressive Growth
Portfolio 0.67% 0.70% 0.75% 0.78% 0.83% 0.93%
Janus Aspen Capital Appreciation
Portfolio 0.68% 0.79% 0.97% 2.19%(4) N/A N/A
Janus Aspen Balanced Portfolio 0.67% 0.69% 0.74% 0.83% 1.07% 1.55%
Janus Aspen Equity Income Portfolio 1.57% 1.38% 1.86% 5.75%(4) N/A N/A
Janus Aspen Growth and Income
Portfolio 0.75% 1.15% 3.06%(3) N/A N/A N/A
Janus Aspen Strategic Value Portfolio 1.93%(1) N/A N/A N/A N/A N/A
Janus Aspen International Growth
Portfolio 0.72% 0.84% 0.95% 1.08% 2.21% 3.57%
Janus Aspen Worldwide Growth
Portfolio 0.69% 0.71% 0.74% 0.81% 0.91% 1.09%
Janus Aspen Global Life Sciences
Portfolio 1.43%(2) N/A N/A N/A N/A N/A
Janus Aspen Global Technology
Portfolio 0.70%(2) N/A N/A N/A N/A N/A
Janus Aspen Flexible Income Portfolio 0.78% 0.72% 0.73% 0.75% 0.84% 1.07%
Janus Aspen High-Yield Portfolio 11.01% 4.92% 2.11% 3.27% 6.29%(5) N/A
Janus Aspen Money Market Portfolio 0.39% 0.43% 0.34% 0.55% 0.78% 1.07%(6)
---------------------------------------------------------------------------------------------------------

<CAPTION>
For the seven months ended
July 31, 2000 or through each fiscal Service
year or period ended December 31 Retirement Shares Shares
Portfolio 2000 1999 1998 1997(4) 2000
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Janus Aspen Growth Portfolio 1.17% 1.19% 1.25% 1.28% 0.94%
Janus Aspen Aggressive Growth
Portfolio 1.17% 1.19% 1.29% 1.34% 0.93%
Janus Aspen Capital Appreciation
Portfolio 1.18% 1.28% 1.49% 2.66% 0.93%
Janus Aspen Balanced Portfolio 1.17% 1.19% 1.26% 1.33% 0.94%
Janus Aspen Equity Income Portfolio 2.07% 1.91% 2.36% 6.19% 1.84%
Janus Aspen Growth and Income
Portfolio 1.25% 1.62% 3.53% N/A 0.98%
Janus Aspen Strategic Value Portfolio N/A N/A N/A N/A 2.19%(1)
Janus Aspen International Growth
Portfolio 1.22% 1.32% 1.44% 1.57% 0.98%
Janus Aspen Worldwide Growth
Portfolio 1.20% 1.21% 1.32% 1.32% 0.96%
Janus Aspen Global Life Sciences
Portfolio N/A N/A N/A N/A 1.74%(2)
Janus Aspen Global Technology
Portfolio N/A N/A N/A N/A 0.96%(2)
Janus Aspen Flexible Income Portfolio 1.28% 1.20% 1.24% 1.23% 1.04%
Janus Aspen High-Yield Portfolio 11.51%(7) 5.42% 2.61% 3.42% 11.26%
Janus Aspen Money Market Portfolio 0.90% 0.86% 0.84% 1.10% 0.64%
------------------------------------------------------------------------------------------
</TABLE>

(1) Period May 1, 2000 (inception) to July 31, 2000.
(2) Period January 18, 2000 (inception) to July 31, 2000.
(3) Period May 1, 1998 (inception) to December 31, 1998.
(4) Period May 1, 1997 (inception) to December 31, 1997.
(5) Period May 1, 1996 (inception) to December 31, 1996.
(6) Period May 1, 1995 (inception) to December 31, 1995.
(7) Period January 1, 2000 to July 26, 2000 (close).

150 Janus Aspen Series/July 31, 2000

<PAGE>
EXPLANATIONS OF CHARTS, TABLES AND FINANCIAL STATEMENTS

1. SCHEDULES OF INVESTMENTS

This schedule reports the industry concentrations and types of
securities held in each Portfolio on the last day of the reporting
period. Securities are usually listed by type (common stock, corporate
bonds, U.S. government obligations, etc.) and by industry
classification (banking, communications, insurance, etc.).

The market value of each security is quoted as of the last day of the
reporting period. The value of securities denominated in foreign
currencies is converted into U.S. dollars.

Portfolios that invest in foreign securities also provide a summary of
investments by country. This summary reports the Portfolio's exposure
to different countries by providing the percentage of securities
invested in each country.

1A. FORWARD CURRENCY CONTRACTS

A table listing forward currency contracts follows each Portfolio's
Schedule of Investments (if applicable). Forward currency contracts
are agreements to deliver or receive a preset amount of currency at a
future date. Forward currency contracts are used to hedge against
foreign currency risk in the Portfolio's long-term holdings.

The table provides the name of the foreign currency, the settlement
date of the contract, the amount of the contract, the value of the
currency in U.S. dollars and the amount of unrealized gain or loss.
The amount of unrealized gain or loss reflects the change in currency
exchange rates from the time the contract was opened to the last day
of the reporting period.

2. STATEMENT OF OPERATIONS

This statement details the Portfolios' income, expenses, gains and
losses on securities and currency transactions, and appreciation or
depreciation of current Portfolio holdings.

The first section in this statement, titled "Investment Income,"
reports the dividends earned from stocks and interest earned from
interest-bearing securities in the Portfolio.

The next section reports the expenses and expense offsets incurred by
the Portfolios, including the advisory fee paid to the investment
adviser, transfer agent fees, shareholder servicing expenses, and
printing and postage for mailing statements, financial reports and
prospectuses.

The last section lists the increase or decrease in the value of
securities held in the Portfolios. Portfolios realize a gain (or loss)
when they sell their position in a particular security. An unrealized
gain (or loss) refers to the change in net appreciation or
depreciation of the securities held in the Portfolios during the
period. "Net Gain/(Loss) on Investments" is affected both by changes
in the market value of Portfolio holdings and by gains (or losses)
realized during the reporting period.

3. STATEMENT OF ASSETS AND LIABILITIES

This statement is often referred to as the "balance sheet." It lists
the assets and liabilities of the Portfolios on the last day of the
reporting period.

The Portfolios' assets are calculated by adding the value of the
securities owned, the receivable for securities sold but not yet
settled, the receivable for dividends declared but not yet received on
stocks owned and the receivable for Portfolio shares sold to investors
but not yet settled. The Portfolios' liabilities include payables for
securities purchased but not yet settled, Portfolio shares redeemed
but not yet paid and expenses owed but not yet paid. Additionally,
there may be other assets and liabilities such as forward currency
contracts.

The last section of this statement reports the net asset value (NAV)
per share on the last day of the reporting period for each class of
the Portfolio. The NAV is calculated by dividing the Portfolios' net
assets (assets minus liabilities) by the number of shares outstanding.

Janus Aspen Series/July 31, 2000 151

<PAGE>
EXPLANATIONS OF CHARTS, TABLES AND FINANCIAL STATEMENTS (CONTINUED)

4. STATEMENT OF CHANGES IN NET ASSETS

This statement reports the increase or decrease in the Portfolios' net
assets during the reporting period. Changes in the Portfolios' net
assets are attributable to investment operations, dividends,
distributions and capital share transactions. This is important to
investors because it shows exactly what caused the Portfolios' net
asset size to change during the period.

The first section summarizes the information from the Statement of
Operations regarding changes in net assets due to the Portfolios'
investment performance. The Portfolios' net assets may also change as
a result of dividend and capital gains distributions to investors. If
investors receive their dividends in cash, money is taken out of the
Portfolio to pay the distribution. If investors reinvest their
dividends, the Portfolios' net assets will not be affected. If you
compare each Portfolio's "Net Decrease from Dividends and
Distributions" to the "Reinvested dividends and distributions," you'll
notice that dividend distributions had little effect on each
Portfolio's net assets. This is because all of Janus investors
reinvest their distributions.

The reinvestment of dividends is included under "Capital Share
Transactions." "Capital Shares" refers to the money investors
contribute to the Portfolios through purchases or withdrawal via
redemptions. Each Portfolio's net assets will increase and decrease in
value as investors purchase and redeem shares from a Portfolio.

The section entitled "Net Assets Consist of" breaks down the
components of the Portfolios' net assets. Because Portfolios must
distribute substantially all earnings, you'll notice that a
significant portion of net assets is shareholder capital.

152 Janus Aspen Series/July 31, 2000
<PAGE>

6. FINANCIAL HIGHLIGHTS

This schedule provides a per-share breakdown of the components that
affect the net asset value (NAV) for current and past reporting
periods for each class of the Portfolio. Not only does this table
provide you with total return, it also reports total distributions,
asset size, expense ratios and portfolio turnover rate.

The first line in the table reflects the NAV per share at the
beginning of the reporting period. The next line reports the net
investment income per share, which comprises dividends and interest
income earned on securities held by the Portfolios. Following is the
total of gains, realized and unrealized. Dividends and distributions
are then subtracted to arrive at the NAV per share at the end of the
period.

Also included are the expense ratios, or the percentage of net assets
that was used to cover operating expenses during the period. Expense
ratios vary across the Portfolios for a number of reasons, including
the differences in management fees, average shareholder account size,
the frequency of dividend payments and the extent of foreign
investments, which entail greater transaction costs.

The Portfolios' expenses may be reduced through expense-reduction
arrangements. These arrangements include the use of brokerage
commissions, uninvested cash balances earning interest or balance
credits. The Statement of Operations reflects total expenses before
any such offset, the amount of offset and the net expenses. The net
expense ratio reflects total expenses prior to any expense offset and
fee waivers. The gross expense ratio reflects total expense prior to
fee waivers.

The ratio of net investment income summarizes the income earned
divided by the average net assets of a Portfolio during the reporting
period. Don't confuse this ratio with a Portfolio's yield. The net
investment income ratio is not a true measure of a Portfolio's yield
because it doesn't take into account the dividends distributed to the
Portfolio's investors.

The next ratio is the portfolio turnover rate, which measures the
buying and selling activity in a Portfolio. Portfolio turnover is
affected by market conditions, changes in the size of a Portfolio, the
nature of the Portfolio's investments and the investment style of the
portfolio manager. A 100% rate implies that an amount equal to the
value of the entire Portfolio is turned over in a year; a 50% rate
means that an amount equal to the value of half the Portfolio is
traded in a year; and a 200% rate means that an amount equal to the
value of the Portfolio is sold every six months.

Janus Aspen Series/July 31, 2000 153

<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees and Shareholders
of Janus Aspen Series

In our opinion, the accompanying statements of assets and liabilities,
including the schedules of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of
Janus Aspen Growth Portfolio, Janus Aspen Aggressive Growth Portfolio,
Janus Aspen Capital Appreciation Portfolio, Janus Aspen Balanced
Portfolio, Janus Aspen Equity Income Portfolio, Janus Aspen Growth and
Income Portfolio, Janus Aspen Strategic Value Portfolio, Janus Aspen
International Growth Portfolio, Janus Aspen Worldwide Growth
Portfolio, Janus Aspen Global Life Sciences Portfolio, Janus Global
Technology Portfolio, Janus Aspen Flexible Income Portfolio, Janus
Aspen High-Yield Portfolio, and Janus Aspen Money Market Portfolio
(constituting the Janus Aspen Series, hereafter referred to as the
"Portfolios") at July 31, 2000, the results of each of their
operations, the changes in each of their net assets and the financial
highlights for each of the periods indicated, in conformity with
accounting principles generally accepted in the United States of
America. These financial statements and financial highlights
(hereafter referred to as "financial statements") are the
responsibility of the Portfolios' management; our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits of these financial statements in accordance
with auditing standards generally accepted in the United States of
America, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which
included confirmation of securities at July 31, 2000 by correspondence
with the custodian and brokers, provide a reasonable basis for our
opinion.

PricewaterhouseCoopers LLP

/s/ PRICEWATERHOUSECOOPERS LLP

Denver, Colorado
September 29, 2000

154 Janus Aspen Series/July 31, 2000
<PAGE>
RESULTS OF SHAREHOLDER VOTE (UNAUDITED)

A Special Meeting of Shareholders of the Retirement Shares class (the
"Retirement Shares") of each portfolio other than High-Yield Portfolio
was held on July 20, 2000 to approve a reorganization that would
transfer the assets relating to the Retirement Shares class of each
Janus Aspen Series Portfolio to a corresponding Fund of the Janus
Adviser Series. Janus Capital redeemed its investment in the
Retirement Shares of the High-Yield Portfolio on July 26, 2000 since
it was the only shareholder. There were no Retirement Shares for
Global Life Sciences, Global Technology and Strategic Value
Portfolios.

The results of the Special Meeting of Shareholders of the Retirement
Shares class are noted below:

<TABLE>
<CAPTION>
Number of Percentage of
Record Shares Outstanding Shares
Retirement Shares Total Shares Affirmative Against Abstain Affirmative Against Abstain
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Janus Aspen Series Growth
Portfolio 3,844,138.777 2,152,506.092 20,480.501 5,775.811 55.994% 0.533% 0.151%
Janus Aspen Series Aggressive
Growth Portfolio 2,556,474.750 1,722,462.919 5,720.301 5,048.067 67.376% 0.224% 0.198%
Janus Aspen Series Capital
Appreciation Portfolio 1,908,961.378 1,118,787.308 -- 6,849.828 58.607% -- 0.359%
Janus Aspen Series Balanced
Portfolio 3,665,692.430 1,970,553.966 2,896.120 25,521.419 53.757% 0.079% 0.696%
Janus Aspen Series Equity
Income Portfolio 49,441.500 24,681.682 67.000 699.000 49.921% 0.135% 1.414%
Janus Aspen Series Growth and
Income Portfolio 556,636.686 264,754.512 64,778.000 -- 47.563% 11.638% --
Janus Aspen Series International
Growth Portfolio 810,972.797 412,659.724 1,395.231 549.740 50.885% 0.172% 0.067%
Janus Aspen Series Worldwide
Growth Portfolio 6,669,660.791 4,029,247.743 25,044.224 38,063.102 60.412% 0.375% 0.571%
Janus Aspen Series Flexible
Income Portfolio 64,623.028 38,164.993 -- 49.184 59.058% -- 0.076%
Janus Aspen Series Money
Market Portfolio 4,393,352.228 2,235,491.121 -- -- 50.883% -- --
<CAPTION>
Percentage of
Shares Voted
Retirement Shares Affirmative Against Abstain
------------------------------------------------------------------------------
<S> <C> <C> <C>
Janus Aspen Series Growth
Portfolio 98.795% 0.940% 0.265%
Janus Aspen Series Aggressive
Growth Portfolio 99.379% 0.330% 0.291%
Janus Aspen Series Capital
Appreciation Portfolio 99.391% -- 0.609%
Janus Aspen Series Balanced
Portfolio 98.578% 0.145% 1.277%
Janus Aspen Series Equity
Income Portfolio 96.990% 0.263% 2.747%
Janus Aspen Series Growth and
Income Portfolio 80.342% 19.658% --
Janus Aspen Series International
Growth Portfolio 99.531% 0.336% 0.133%
Janus Aspen Series Worldwide
Growth Portfolio 98.458% 0.612% 0.930%
Janus Aspen Series Flexible
Income Portfolio 99.871% -- 0.129%
Janus Aspen Series Money
Market Portfolio 100.000% -- --
</TABLE>

Janus Aspen Series/July 31, 2000 155
<PAGE>
[JANUS LOGO]

100 Fillmore Street
Denver, Colorado 80206-4923
1-800-525-0020

Portfolios distributed by Janus Distributors, Inc. Member NASD.

This material must be preceded or accompanied by a prospectus, which contains
more information including expenses. Read it carefully before you invest or
send money.

<PAGE>

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<PAGE>

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