JANUS ADVISER SERIES, 497, 2001-01-05

JANUS ADVISER SERIES
497, 2001-01-05

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[JANUS LOGO]

Janus Adviser Series

PROSPECTUS
DECEMBER 31, 2000

Janus Adviser Growth Fund

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

[JANUS LOGO]
<PAGE>

TABLE OF CONTENTS

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

</TABLE>

Table of contents 1
<PAGE>
RISK RETURN SUMMARY

JANUS ADVISER GROWTH FUND

Janus Adviser Growth Fund ("Growth Fund" or the "Fund") is designed
for long-term investors who primarily seek growth of capital and who
can tolerate the greater risks associated with common stock
investments.

1. WHAT IS THE INVESTMENT OBJECTIVE OF GROWTH FUND?

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

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

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

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

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

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

The 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.

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

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

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

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

2 Janus Adviser Series
<PAGE>

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

GROWTH FUND

<TABLE>
<CAPTION>
ANNUAL RETURNS FOR PERIODS ENDED 12/31

<S> <C> <C> <C> <C> <C> <C>
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%)
</TABLE>
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.

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

Risk return summary 3
<PAGE>

FEES AND EXPENSES

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

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

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

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

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

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

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

4 Janus Adviser Series
<PAGE>
INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT
STRATEGIES AND RISKS

INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

This section takes a closer look at the investment objectives of
Growth 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.

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.

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

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

1. HOW ARE COMMON STOCKS SELECTED?

The Fund may invest substantially all of its assets in common stocks
if the portfolio manager believes that common stocks will appreciate
in value. The portfolio manager generally takes a "bottom up" approach
to selecting companies. This means that he seeks to identify
individual companies with earnings growth potential that may not be
recognized by the market at large. The portfolio manager makes this
assessment by looking at companies one at a time, regardless of size,
country of organization, place of principal business activity, or
other similar selection criteria.

Realization of income is not a significant consideration when choosing
investments for the Fund. Income realized on the Fund's investments
will be incidental to its objective.

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

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

3. WHAT 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. The Fund does not emphasize companies of any
particular size.

GENERAL PORTFOLIO POLICIES

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 the Fund exceeds a limit as a result of market
fluctuations or the sale of other securities, it will not be required
to dispose of any securities.

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

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

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

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

- debt securities

- indexed/structured securities

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

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

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

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

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

6 Janus Adviser Series
<PAGE>

extraordinary corporate event, or differences in market supply of and
demand for the security. The Fund's performance could suffer if the
anticipated development in a "special situation" investment does not
occur or does not attract the expected attention.

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

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

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

RISKS

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

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

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

Many attractive investment opportunities may be smaller, start-up
companies offering emerging products or services. Smaller or newer
companies may suffer more significant losses as well as realize more
substantial growth than larger or more established issuers because
they may lack depth of management, be unable to generate funds
necessary for growth or potential development, or be developing or
marketing new products or services for which markets are not yet
established and may never become established. In addition, such
companies may be insignificant factors in their industries and may
become subject to intense competition from larger or more established
companies. Securities of smaller or newer companies, may have more
limited trading markets than the markets for securities of larger or
more established issuers 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 COULD THE FUND'S INVESTMENTS IN FOREIGN SECURITIES AFFECT ITS
PERFORMANCE?

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

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

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

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

8 Janus Adviser Series
<PAGE>

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

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

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

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

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

4. HOW DOES THE FUND TRY TO REDUCE RISK?

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

Investment objective, principal investment strategies and risks 9
<PAGE>
MANAGEMENT OF THE FUND

INVESTMENT ADVISER

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

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

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

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

MANAGEMENT EXPENSES AND EXPENSE LIMIT

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

The Fund incurs expenses not assumed by Janus Capital, including the
administrative services fee, distribution fee, transfer agent and
custodian fees and expenses, legal and auditing fees, printing and
mailing costs of sending reports and other information to existing
shareholders, and independent Trustees' fees and expenses.

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

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

10 Janus Adviser Series
<PAGE>

INVESTMENT PERSONNEL

PORTFOLIO MANAGER

BLAINE P. ROLLINS
--------------------------------------------------------------------------------
is Executive Vice President and portfolio manager of Janus
Adviser Growth Fund, which he has managed since inception. He is
also Executive Vice President and portfolio manager of Janus
Aspen Growth Portfolio and Janus Fund, which he has managed since
January 2000. He previously managed Janus Aspen Balanced
Portfolio from May 1996 to December 1999, 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.

Management of the Fund 11
<PAGE>
OTHER INFORMATION

ADMINISTRATIVE SERVICES FEE

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

DISTRIBUTION FEE

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

DISTRIBUTION OF FUND

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

12 Janus Adviser Series
<PAGE>
DISTRIBUTIONS AND TAXES

DISTRIBUTIONS

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

DISTRIBUTION SCHEDULE

Dividends and capital gains for the Fund are normally declared and
paid in December.

HOW DISTRIBUTIONS AFFECT NAV

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

"BUYING A DIVIDEND"

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

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

TAXES

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

The following discussion is not a complete analysis of the federal tax
implications of investing in the Fund. You 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 Fund are subject to federal income
tax, regardless of whether the distribution is made in cash or
reinvested in additional shares of the Fund. Distributions may be
taxable at different rates depending on the length of time the Fund
holds a security. In certain states, a portion of the

Distributions and taxes 13
<PAGE>

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

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

TAXATION OF THE FUND

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

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

14 Janus Adviser Series
<PAGE>
SHAREHOLDER'S GUIDE

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

PRICING OF FUND SHARES

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

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

PURCHASES

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

The Fund does not permit excessive trading or market timing. Excessive
purchases of Fund shares disrupt portfolio management and drive Fund
expenses higher. The Fund reserves the right to reject any specific
purchase order. Purchase orders may be refused if, in Janus Capital's
opinion, they are of a size that would disrupt the management of the
Fund.

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

EXCHANGES

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

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

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

Shareholder's guide 15
<PAGE>

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

REDEMPTIONS

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

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

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

SHAREHOLDER COMMUNICATIONS

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

16 Janus Adviser Series
<PAGE>
FINANCIAL HIGHLIGHTS

Janus Adviser Series commenced operations on August 1, 2000, after the
reorganization of the Retirement Shares of Janus Aspen Series into the
Janus Adviser Series Funds. The financial highlights presented below
are for the Retirement Shares of the Predecessor Fund of Janus Aspen
Series (from inception of the Retirement Shares for each period
shown). Items 1 through 8 reflect financial results for a single Fund
share.

The total returns in the table represent the rate that an investor
would have earned (or lost) on an investment in the Retirement Shares
of the Predecessor Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by
PricewaterhouseCoopers LLP, whose report, along with the Janus Aspen
Series' financial statements, is included in the Annual Report, which
is available upon request and incorporated by reference into the SAI.

<TABLE>
<CAPTION>
GROWTH PORTFOLIO - RETIREMENT SHARES
--------------------------------------------------------------------------------------------------------------------
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 17
<PAGE>
GLOSSARY OF INVESTMENT TERMS

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

I. EQUITY AND DEBT SECURITIES

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

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

COMMON STOCKS are equity securities representing shares of ownership
in a company and usually carry voting rights and 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, the portfolio manager may
have to reinvest the proceeds from the securities at a lower rate.
Potential market gains on a security subject to prepayment risk may be
more limited than potential market gains on a comparable security that
is not subject to prepayment risk.

PASSIVE FOREIGN INVESTMENT COMPANIES (PFICS) are any foreign
corporations which generate certain amounts of passive income or hold
certain amounts of assets for the production of passive income.
Passive income includes dividends, interest, royalties, rents and
annuities. To avoid taxes and interest that the Fund must pay if these
investments are profitable, the Fund may make various elections
permitted by the

18 Janus Adviser Series
<PAGE>

tax laws. These elections could require that the Fund recognize
taxable income, which in turn must be distributed, before the
securities are sold and before cash is received to pay the
distributions.

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

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

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

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

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

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

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

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

TENDER OPTION BONDS are 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.

Glossary of investment terms 19
<PAGE>

VARIABLE AND FLOATING RATE SECURITIES have variable or floating rates
of interest and, under certain limited circumstances, may have varying
principal amounts. 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 Fund
does not earn interest on such securities until settlement and bear
the risk of market value fluctuations in between the purchase and
settlement dates. New issues of stocks and bonds, private placements
and U.S. government securities may be sold in this manner.

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

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

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

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

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

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

20 Janus Adviser Series
<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 Fund may purchase and write put and
call options on securities, securities indices and foreign currencies.

Glossary of investment terms 21
<PAGE>

[JANUS LOGO]

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

You can request other information, including a Statement of
Additional Information for Janus Adviser Series, or an Annual Report
or Semiannual Report of Janus Aspen Series, free of charge, by
contacting your plan sponsor, broker or financial institution. In
the 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 Fund.

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

INSPROADVGROW1200
<PAGE>

[JANUS LOGO]

Janus Adviser Series

PROSPECTUS
DECEMBER 31, 2000

Janus Adviser Aggressive Growth Fund

[JANUS LOGO]
<PAGE>

TABLE OF CONTENTS

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

</TABLE>

Table of contents 1
<PAGE>
RISK RETURN SUMMARY

JANUS ADVISER AGGRESSIVE GROWTH FUND

Janus Adviser Aggressive Growth Fund ("Aggressive Growth Fund" or the
"Fund") is designed for long-term investors who primarily seek growth
of capital and who can tolerate the greater risks associated with
common stock investments.

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

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

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

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

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

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

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

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

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

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

2 Janus Adviser Series
<PAGE>

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

AGGRESSIVE GROWTH FUND

<TABLE>
<CAPTION>
ANNUAL RETURNS FOR PERIODS ENDED 12/31

<S> <C> <C> <C> <C> <C>
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%)
</TABLE>

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.

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

Risk return summary 3
<PAGE>

FEES AND EXPENSES

<TABLE>
<CAPTION>
Total Annual Fund Total Annual Fund
Distribution Operating Operating
Management (12b-1) Other Expenses Total Expenses
Fee Fees(1) Expenses Without Waivers(2) Waivers With Waivers(2)
<S> <C> <C> <C> <C> <C> <C>
Aggressive Growth Fund 0.65% 0.25% 0.28% 1.18% 0.02% 1.16%
</TABLE>

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

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

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

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

4 Janus Adviser Series
<PAGE>
INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT
STRATEGIES AND RISKS

INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

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

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

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

1. HOW ARE COMMON STOCKS SELECTED?

Realization of income is not a significant consideration when choosing
investments for the Fund. Income realized on the Fund's investments
will be incidental to its objective.

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

3. WHAT 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.

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

GENERAL PORTFOLIO POLICIES

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

- debt securities

- indexed/structured securities

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

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

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

6 Janus Adviser Series
<PAGE>

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

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

RISKS

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

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

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

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

Diversification is a way to reduce risk by investing in a broad range
of stocks or other securities. A "nondiversified" 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 the Fund.

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

8 Janus Adviser Series
<PAGE>

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

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

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

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

5. HOW DOES THE FUND TRY TO REDUCE RISK?

Investment objective, principal investment strategies and risks 9
<PAGE>
MANAGEMENT OF THE FUND

INVESTMENT ADVISER

MANAGEMENT EXPENSES AND EXPENSE LIMIT

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

10 Janus Adviser Series
<PAGE>

INVESTMENT PERSONNEL

PORTFOLIO MANAGER

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

Management of the Fund 11
<PAGE>
OTHER INFORMATION

ADMINISTRATIVE SERVICES FEE

DISTRIBUTION FEE

DISTRIBUTION OF FUND

12 Janus Adviser Series
<PAGE>
DISTRIBUTIONS AND TAXES

DISTRIBUTIONS

DISTRIBUTION SCHEDULE

Dividends and capital gains for the Fund are normally declared and
paid in December.

HOW DISTRIBUTIONS AFFECT NAV

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

"BUYING A DIVIDEND"

TAXES

TAXES ON DISTRIBUTIONS

Distributions and taxes 13
<PAGE>

TAXATION OF THE FUND

14 Janus Adviser Series
<PAGE>
SHAREHOLDER'S GUIDE

PRICING OF FUND SHARES

PURCHASES

EXCHANGES

Shareholder's guide 15
<PAGE>

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

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

REDEMPTIONS

EXCESSIVE TRADING

SHAREHOLDER COMMUNICATIONS

16 Janus Adviser Series
<PAGE>
FINANCIAL HIGHLIGHTS

<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.

Financial highlights 17
<PAGE>
GLOSSARY OF INVESTMENT TERMS

I. EQUITY AND DEBT SECURITIES

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

18 Janus Adviser Series
<PAGE>

tax laws. These elections could require that the Fund recognize
taxable income, which in turn must be distributed, before the
securities are sold and before cash is received to pay the
distributions.

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

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

Glossary of investment terms 19
<PAGE>

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

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

20 Janus Adviser Series
<PAGE>

Glossary of investment terms 21
<PAGE>

[JANUS LOGO]

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

Investment Company Act File No. 811-9885

INSPROADVAGGR1200
<PAGE>

[JANUS LOGO]

Janus Adviser Series

PROSPECTUS
DECEMBER 31, 2000

Janus Adviser Capital Appreciation Fund

[JANUS LOGO]
<PAGE>
TABLE OF CONTENTS

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

</TABLE>

Table of contents 1
<PAGE>
RISK RETURN SUMMARY

JANUS ADVISER CAPITAL APPRECIATION FUND

Janus Adviser Capital Appreciation Fund ("Capital Appreciation Fund"
or the "Fund") is designed for long-term investors who primarily seek
growth of capital and who can tolerate the greater risks associated
with common stock investments.

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

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

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

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

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

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

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

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

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

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

2 Janus Adviser Series
<PAGE>

The following information provides some indication of the risks of
investing in Capital Appreciation Fund by showing how 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 returns
for the reorganized Fund reflect the performance of the Retirement
Shares of Janus Aspen Series prior to the reorganization. The bar
chart depicts the change in performance from year to year during the
periods indicated. The table compares the Fund's average annual
returns for the periods indicated to a broad-based securities market
index.

CAPITAL APPRECIATION FUND

<TABLE>
<CAPTION>
ANNUAL RETURNS FOR PERIODS ENDED 12/13

<S> <C> <C>
57.37% 66.16%
1998 1999

Best Quarter: 4th-1999 41.57% Worst Quarter: 3rd-1998 (10.18%)
</TABLE>

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.

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

Risk return summary 3
<PAGE>

FEES AND EXPENSES

<TABLE>
<CAPTION>
Total Annual Fund Total Annual Fund
Distribution Operating Operating
Management (12b-1) Other Expenses Total Expenses
Fee Fees(1) Expenses Without Waivers(2) Waivers With Waivers(2)
<S> <C> <C> <C> <C> <C> <C>
Capital Appreciation Fund 0.65% 0.25% 0.36% 1.26% 0.08% 1.18%
</TABLE>

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

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

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

4 Janus Adviser Series
<PAGE>
INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT
STRATEGIES AND RISKS

INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

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

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

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

1. HOW ARE COMMON STOCKS SELECTED?

Realization of income is not a significant consideration when choosing
investments for the Fund. Income realized on the Fund's investments
will be incidental to its objective.

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

3. WHAT DOES "MARKET CAPITALIZATION" MEAN?

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

GENERAL PORTFOLIO POLICIES

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

- debt securities

- indexed/structured securities

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

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

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

6 Janus Adviser Series
<PAGE>

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

RISKS

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

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

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

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

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

8 Janus Adviser Series
<PAGE>

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

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

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

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

5. HOW DOES THE FUND TRY TO REDUCE RISK?

Investment objective, principal investment strategies and risks 9
<PAGE>
MANAGEMENT OF THE FUND

INVESTMENT ADVISER

MANAGEMENT EXPENSES AND EXPENSE LIMIT

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

10 Janus Adviser Series
<PAGE>

INVESTMENT PERSONNEL

PORTFOLIO MANAGER

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

Management of the Fund 11
<PAGE>
OTHER INFORMATION

ADMINISTRATIVE SERVICES FEE

DISTRIBUTION FEE

DISTRIBUTION OF FUND

12 Janus Adviser Series
<PAGE>
DISTRIBUTIONS AND TAXES

DISTRIBUTIONS

DISTRIBUTION SCHEDULE

Dividends and capital gains for the Fund are normally declared and
paid in December.

HOW DISTRIBUTIONS AFFECT NAV

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

"BUYING A DIVIDEND"

TAXES

TAXES ON DISTRIBUTIONS

Distributions and taxes 13
<PAGE>

TAXATION OF THE FUND

14 Janus Adviser Series
<PAGE>
SHAREHOLDER'S GUIDE

PRICING OF FUND SHARES

PURCHASES

EXCHANGES

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

Shareholder's guide 15
<PAGE>

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

REDEMPTIONS

EXCESSIVE TRADING

SHAREHOLDER COMMUNICATIONS

16 Janus Adviser Series
<PAGE>
FINANCIAL HIGHLIGHTS

<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 17
<PAGE>
GLOSSARY OF INVESTMENT TERMS

I. EQUITY AND DEBT SECURITIES

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

18 Janus Adviser Series
<PAGE>

tax laws. These elections could require that the Fund recognize
taxable income, which in turn must be distributed, before the
securities are sold and before cash is received to pay the
distributions.

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

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

Glossary of investment terms 19
<PAGE>

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

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

20 Janus Adviser Series
<PAGE>

Glossary of investment terms 21
<PAGE>
[JANUS LOGO]

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

Investment Company Act File No. 811-9885

INSPROADVCAPAP1200
<PAGE>

[JANUS LOGO]

Janus Adviser Series

PROSPECTUS
DECEMBER 31, 2000

Janus Adviser Balanced Fund

[JANUS LOGO]
<PAGE>

TABLE OF CONTENTS

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

</TABLE>

Table of contents 1
<PAGE>
RISK RETURN SUMMARY

JANUS ADVISER BALANCED FUND

Janus Adviser Balanced Fund ("Balanced Fund" or the "Fund") is
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 may also emphasize income, it is
not designed for investors who desire a consistent level of income.

1. WHAT IS THE INVESTMENT OBJECTIVE OF BALANCED FUND?

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

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

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

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

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

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

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

The income component of Balanced Fund's portfolio 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.

2 Janus Adviser Series
<PAGE>

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.

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

BALANCED FUND

<TABLE>
ANNUAL RETURNS FOR PERIODS ENDED 12/31

<S> <C> <C> <C> <C> <C> <C>
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%)
</TABLE>

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.

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

Risk return summary 3
<PAGE>

FEES AND EXPENSES

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

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

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

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

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

4 Janus Adviser Series
<PAGE>
INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT
STRATEGIES AND RISKS

INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

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

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

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

1. HOW ARE COMMON STOCKS SELECTED?

The Fund may invest substantially all of its assets in common stocks
if the portfolio manager believes that common stocks will appreciate
in value. The portfolio manager generally takes a "bottom up" approach
to selecting companies. This means that she seeks to identify
individual companies with earnings growth potential that may not be
recognized by the market at large. The portfolio manager makes this
assessment by looking at companies one at a time, regardless of size,
country of organization, place of principal business activity, or
other similar selection criteria.

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

3. WHAT DOES "MARKET CAPITALIZATION" MEAN?

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

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

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

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

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

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

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

7. 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.

GENERAL PORTFOLIO POLICIES

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

OTHER TYPES OF INVESTMENTS
Balanced Fund invests primarily in domestic and foreign equity
securities, which may include preferred stocks, common stocks,
warrants and securities convertible into common or preferred stocks.
The Fund also invests in domestic and foreign equity securities with
emphasis on income. The Fund may also invest

6 Janus Adviser Series
<PAGE>

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

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

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

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

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

RISKS

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

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

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

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

8 Janus Adviser Series
<PAGE>

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

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

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

4. HOW DOES THE FUND TRY TO REDUCE RISK?

Investment objective, principal investment strategies and risks 9
<PAGE>
MANAGEMENT OF THE FUND

INVESTMENT ADVISER

MANAGEMENT EXPENSES AND EXPENSE LIMIT

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

10 Janus Adviser Series
<PAGE>

INVESTMENT PERSONNEL

PORTFOLIO MANAGER

KAREN L. REIDY
--------------------------------------------------------------------------------
is Executive Vice President and portfolio manager of Janus
Adviser Balanced Fund, and Janus Adviser Equity Income Fund,
which she has managed since inception. She is also Executive Vice
President and portfolio manager of Janus Aspen Balanced
Portfolio, Janus Aspen Equity Income Portfolio, Janus Balanced
Fund and Janus Equity Income Fund as of January 2000. 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.

Management of the Fund 11
<PAGE>
OTHER INFORMATION

ADMINISTRATIVE SERVICES FEE

DISTRIBUTION FEE

DISTRIBUTION OF FUND

12 Janus Adviser Series
<PAGE>
DISTRIBUTIONS AND TAXES

DISTRIBUTIONS

DISTRIBUTION SCHEDULE

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

HOW DISTRIBUTIONS AFFECT NAV

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

"BUYING A DIVIDEND"

TAXES

TAXES ON DISTRIBUTIONS

Distributions and taxes 13
<PAGE>

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

TAXATION OF THE FUND

14 Janus Adviser Series
<PAGE>
SHAREHOLDER'S GUIDE

PRICING OF FUND SHARES

PURCHASES

EXCHANGES

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

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

Shareholder's guide 15
<PAGE>

REDEMPTIONS

EXCESSIVE TRADING

SHAREHOLDER COMMUNICATIONS

16 Janus Adviser Series
<PAGE>
FINANCIAL HIGHLIGHTS

<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.

Financial highlights 17
<PAGE>
GLOSSARY OF INVESTMENT TERMS

I. EQUITY AND DEBT SECURITIES

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

18 Janus Adviser Series
<PAGE>

tax laws. These elections could require that the Fund recognize
taxable income, which in turn must be distributed, before the
securities are sold and before cash is received to pay the
distributions.

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

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

Glossary of investment terms 19
<PAGE>

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

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

20 Janus Adviser Series
<PAGE>

Glossary of investment terms 21
<PAGE>

[JANUS LOGO]

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

Investment Company Act File No. 811-9885

INSPROADVBAL1200
<PAGE>

[JANUS LOGO]

Janus Adviser Series

PROSPECTUS
DECEMBER 31, 2000

Janus Adviser Equity Income Fund

[JANUS LOGO]
<PAGE>

TABLE OF CONTENTS

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

</TABLE>

Table of contents 1
<PAGE>
RISK RETURN SUMMARY

JANUS ADVISER EQUITY INCOME FUND

Janus Adviser Equity Income Fund ("Equity Income Fund" or the "Fund")
is designed for long-term investors who primarily seek growth of
capital and who can tolerate the greater risks associated with common
stock investments. Although Equity Income Fund may also emphasize
income, it is not designed for investors who desire a consistent level
of income.

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

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

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

2. WHAT ARE THE MAIN INVESTMENT STRATEGIES OF EQUITY INCOME FUND?

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

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

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.

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

The income component of Equity Income Fund portfolio 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.

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

2 Janus Adviser Series
<PAGE>

The following information provides some indication of the risks of
investing in Equity 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 Advisor Series. The returns for the
reorganized Fund reflect the performance of the Retirement Shares of
Janus Aspen Series prior to the reorganization. The bar chart depicts
the change in performance from year to year during the periods
indicated. The table compares the Fund's average annual returns for
the periods indicated to a broad-based securities market index.

EQUITY INCOME FUND

<TABLE>
<CAPTION>
ANNUAL RETURNS FOR PERIODS ENDED 12/31

<S> <C> <C>
45.55% 40.94%
1998 1999

Best Quarter: 4th-1998 28.28% Worst Quarter: 3rd-1998 (7.28%)
</TABLE>

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.

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

Risk return summary 3
<PAGE>

FEES AND EXPENSES

<TABLE>
<CAPTION>
Total Annual Fund Total Annual Fund
Distribution Operating Operating
Management (12b-1) Other Expenses Total Expenses
Fee Fees(1) Expenses Without Waivers(2) Waivers With Waivers(2)
<S> <C> <C> <C> <C> <C> <C>
Equity Income Fund 0.65% 0.25% 6.14% 7.04% 5.29% 1.75%
</TABLE>

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

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

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

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------------------------------------------------
<S> <C> <C> <C> <C>
Equity Income Fund $697 $2,048 $3,345 $6,362
</TABLE>

4 Janus Adviser Series
<PAGE>
INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT
STRATEGIES AND RISKS

INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

This section takes a closer look at the investment objective of Equity
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.

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.

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

1. HOW ARE COMMON STOCKS SELECTED?

The Fund may invest substantially all of its assets in common stocks
if the portfolio manager believes that common stocks will appreciate
in value. The portfolio manager generally takes a "bottom up" approach
to selecting companies. This means that she seeks to identify
individual companies with earnings growth potential that may not be
recognized by the market at large. The portfolio manager makes this
assessment by looking at companies one at a time, regardless of size,
country of organization, place of principal business activity, or
other similar selection criteria.

Equity Income Fund may also emphasize income. The 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?

3. WHAT DOES "MARKET CAPITALIZATION" MEAN?

4. 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

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

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.

5. WHAT TYPES OF SECURITIES MAKE UP THE GROWTH COMPONENT OF EQUITY INCOME FUND'S
PORTFOLIO?

GENERAL PORTFOLIO POLICIES

OTHER TYPES OF INVESTMENTS
Equity Income Fund invests primarily in domestic and foreign equity
securities, which may include preferred stocks, common stocks,
warrants and securities convertible into common or preferred stocks.
The Fund also invests in domestic and foreign equity securities with
emphasis on income. The Fund 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

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

6 Janus Adviser Series
<PAGE>

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

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

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

RISKS

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

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

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

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

8 Janus Adviser Series
<PAGE>

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

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

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

4. HOW DOES THE FUND TRY TO REDUCE RISK?

Investment objective, principal investment strategies and risks 9
<PAGE>
MANAGEMENT OF THE FUND

INVESTMENT ADVISER

MANAGEMENT EXPENSES AND EXPENSE LIMIT

<TABLE>
<CAPTION>
Average Daily
Net Assets Annual Rate Expense Limit
Fund of Fund Percentage (%) Percentage (%)(1)
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Equity Income Fund All Asset Levels 0.65 1.25
------------------------------------------------------------------------------------------------------------------
</TABLE>

10 Janus Adviser Series
<PAGE>

INVESTMENT PERSONNEL

PORTFOLIO MANAGER

Management of the Fund 11
<PAGE>
OTHER INFORMATION

ADMINISTRATIVE SERVICES FEE

DISTRIBUTION FEE

DISTRIBUTION OF FUND

12 Janus Adviser Series
<PAGE>
DISTRIBUTIONS AND TAXES

DISTRIBUTIONS

DISTRIBUTION SCHEDULE

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

HOW DISTRIBUTIONS AFFECT NAV

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

"BUYING A DIVIDEND"

TAXES

TAXES ON DISTRIBUTIONS

Distributions and taxes 13
<PAGE>

TAXATION OF THE FUND

14 Janus Adviser Series
<PAGE>
SHAREHOLDER'S GUIDE

PRICING OF FUND SHARES

PURCHASES

EXCHANGES

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

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

Shareholder's guide 15
<PAGE>

REDEMPTIONS

EXCESSIVE TRADING

SHAREHOLDER COMMUNICATIONS

16 Janus Adviser Series
<PAGE>
FINANCIAL HIGHLIGHTS

<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 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 17
<PAGE>
GLOSSARY OF INVESTMENT TERMS

I. EQUITY AND DEBT SECURITIES

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

18 Janus Adviser Series
<PAGE>

tax laws. These elections could require that the Fund recognize
taxable income, which in turn must be distributed, before the
securities are sold and before cash is received to pay the
distributions.

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

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

Glossary of investment terms 19
<PAGE>

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

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

20 Janus Adviser Series
<PAGE>

Glossary of investment terms 21
<PAGE>

[JANUS LOGO]

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

Investment Company Act File No. 811-9885

INSPROADVEQI1200
<PAGE>

[JANUS LOGO]

Janus Adviser Series

PROSPECTUS
DECEMBER 31, 2000

Janus Adviser Growth and Income Fund

[JANUS LOGO]
<PAGE>

TABLE OF CONTENTS

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

</TABLE>

Table of contents 1
<PAGE>
RISK RETURN SUMMARY

JANUS ADVISER GROWTH AND INCOME FUND

Janus Adviser Growth and Income Fund ("Growth and Income Fund" or the
"Fund") is designed for long-term investors who primarily seek growth
of capital and who can tolerate the greater risks associated with
common stock investments. Although Growth and Income Fund may also
emphasize income, it is not designed for investors who desire a
consistent level of income.

1. WHAT IS THE INVESTMENT OBJECTIVE OF GROWTH AND INCOME FUND?

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

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

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

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

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

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.

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

The income component of Growth and Income Fund's portfolio 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.

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

2 Janus Adviser Series
<PAGE>

The following information provides some indication of the risks of
investing in Growth and 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 returns
for the reorganized Fund reflect the performance of the Retirement
Shares of Janus Aspen Series prior to the reorganization. The bar
chart depicts the change in performance from year to year during the
period indicated. The table compares the Fund's average annual returns
for the periods indicated to a broad-based securities market index.

GROWTH AND INCOME FUND

ANNUAL RETURNS FOR PERIODS ENDED 12/31

<S> <C>
73.20%
1999

Best Quarter 4th-1999 38.24% Worst Quarter 3rd-1999 4.18%
</TABLE>

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.

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

Risk return summary 3
<PAGE>

FEES AND EXPENSES

Distribution Total Annual Fund
Management (12b-1) Other Operating
Fee Fees(1) Expenses Expenses (2)

<S> <C> <C> <C> <C>
Growth and Income Fund 0.65% 0.25% 0.35% 1.25%
</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) Total annual fund operating expenses for the Fund formed from the
reorganization of Janus Aspen Series Retirement Shares (Predecessor
Fund) are estimated to be higher than the Predecessor Fund's because
the new Fund will initially be smaller in size.
--------------------------------------------------------------------------------

EXAMPLE:
This example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. The example
assumes that you invest $10,000 in the Fund for the time periods
indicated, and then redeem all of your shares at the end of those
periods. The example also assumes that your investment has a 5% return
each year, and that the Fund's operating expenses remain the same.
Although your actual costs may be higher or lower, based on these
assumptions your costs would be:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------------------------------------------------
<S> <C> <C> <C> <C>
Growth and Income Fund $127 $ 397 $ 686 $1,511
</TABLE>

4 Janus Adviser Series
<PAGE>
INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT
STRATEGIES AND RISKS

INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

This section takes a closer look at the investment objective of Growth
and 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.

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.

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

1. HOW ARE COMMON STOCKS SELECTED?

Growth and Income Fund may also emphasize income. The 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?

3. WHAT DOES "MARKET CAPITALIZATION" MEAN?

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

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

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

5. WHAT TYPES OF SECURITIES MAKE UP THE GROWTH COMPONENT OF GROWTH AND INCOME
FUND'S PORTFOLIO?

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

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

GENERAL PORTFOLIO POLICIES

OTHER TYPES OF INVESTMENTS
Growth and Income Fund invests primarily in domestic and foreign
equity securities, which may include preferred stocks, common stocks,
warrants and securities convertible into common or preferred stocks.
The Fund also invests in domestic and foreign equity securities with
emphasis on income. The Fund 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

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

6 Janus Adviser Series
<PAGE>

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

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

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

RISKS

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

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

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

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

8 Janus Adviser Series
<PAGE>

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

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

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

4. HOW DOES THE FUND TRY TO REDUCE RISK?

Investment objective, principal investment strategies and risks 9
<PAGE>
MANAGEMENT OF THE FUND

INVESTMENT ADVISER

MANAGEMENT EXPENSES AND EXPENSE LIMIT

<TABLE>
<CAPTION>
Average Daily
Net Assets Annual Rate Expense Limit
Fund of Fund Percentage (%) Percentage (%)(1)
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Growth and Income Fund All Asset Levels 0.65 1.02
------------------------------------------------------------------------------------------------------------------
</TABLE>

10 Janus Adviser Series
<PAGE>

INVESTMENT PERSONNEL

PORTFOLIO MANAGER

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.

Management of the Fund 11
<PAGE>
OTHER INFORMATION

ADMINISTRATIVE SERVICES FEE

DISTRIBUTION FEE

DISTRIBUTION OF FUND

12 Janus Adviser Series
<PAGE>
DISTRIBUTIONS AND TAXES

DISTRIBUTIONS

DISTRIBUTION SCHEDULE

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

HOW DISTRIBUTIONS AFFECT NAV

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

"BUYING A DIVIDEND"

TAXES

TAXES ON DISTRIBUTIONS

Distributions and taxes 13
<PAGE>

TAXATION OF THE FUND

14 Janus Adviser Series
<PAGE>
SHAREHOLDER'S GUIDE

PRICING OF FUND SHARES

PURCHASES

EXCHANGES

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

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

Shareholder's guide 15
<PAGE>

REDEMPTIONS

EXCESSIVE TRADING

SHAREHOLDER COMMUNICATIONS

16 Janus Adviser Series
<PAGE>
FINANCIAL HIGHLIGHTS

Janus Adviser Series commenced operating on August 1, 2000, after the
reorganization of the Retirement Shares of Janus Aspen Series into the
Janus Adviser Series Funds. The financial highlights presented below
are for the Retirement Shares of the Predecessor Fund of Janus Aspen
Series (from inception of the Retirement Shares for each period
shown). Items 1 through 8 reflect financial results for a single Fund
share.

<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.

Financial highlights 17
<PAGE>
GLOSSARY OF INVESTMENT TERMS

I. EQUITY AND DEBT SECURITIES

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

18 Janus Adviser Series
<PAGE>

tax laws. These elections could require that the Fund recognize
taxable income, which in turn must be distributed, before the
securities are sold and before cash is received to pay the
distributions.

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

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

Glossary of investment terms 19
<PAGE>

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

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

20 Janus Adviser Series
<PAGE>

Glossary of investment terms 21
<PAGE>

[JANUS LOGO]

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

Investment Company Act File No. 811-9885

INSPROADVGNI1200
<PAGE>

[JANUS LOGO]

Janus Adviser Series

PROSPECTUS
DECEMBER 31, 2000

Janus Adviser Strategic Value Fund

[JANUS LOGO]
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
RISK/RETURN SUMMARY
Janus Adviser Strategic Value Fund....................... 2
Fees and expenses........................................ 3
INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES AND
RISKS
Janus Adviser Strategic Value............................ 4
General portfolio policies............................... 5
Risks.................................................... 7
MANAGEMENT OF THE FUND
Investment adviser....................................... 9
Management expenses and expense limit.................... 9
Investment personnel..................................... 10
OTHER INFORMATION........................................... 11
DISTRIBUTIONS AND TAXES
Distributions............................................ 12
Taxes.................................................... 12
SHAREHOLDER'S GUIDE
Pricing of fund shares................................... 14
Purchases................................................ 14
Exchanges................................................ 14
Redemptions.............................................. 15
Excessive trading........................................ 15
Shareholder communications............................... 15
FINANCIAL HIGHLIGHTS........................................ 16
GLOSSARY
Glossary of investment terms............................. 17

</TABLE>

Table of contents 1
<PAGE>
RISK RETURN SUMMARY

JANUS ADVISER STRATEGIC VALUE FUND

Janus Adviser Strategic Value Fund ("Strategic Value Fund" or the
"Fund") is designed for long-term investors who primarily seek growth
of capital and who can tolerate the greater risks associated with
common stock investments.

1. WHAT IS THE INVESTMENT OBJECTIVE OF STRATEGIC VALUE FUND?

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

- STRATEGIC VALUE FUND seeks long-term growth of capital.

2. WHAT ARE THE MAIN INVESTMENT STRATEGIES OF STRATEGIC VALUE FUND?

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

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

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.

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

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

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

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

2 Janus Adviser Series
<PAGE>

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%).

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy
and hold shares of the Fund. The information shown is based upon
estimated annualized expenses the Fund expects to incur during its
initial fiscal year.
<TABLE>
<CAPTION>
Total Annual Fund Total Annual Fund
Distribution Operating Operating
Management (12b-1) Other Expenses Total Expenses
Fee Fees(1) Expenses Without Waivers(2) Waivers With Waivers(2)
<S> <C> <C> <C> <C> <C> <C>
Strategic Value Fund 0.65% 0.25% 5.14% 6.04% 4.29% 1.75%
</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. 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.
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
1 Year 3 Years
--------------------
<S> <C> <C>
Strategic Value Fund $601 $1,784
</TABLE>

Risk return summary 3
<PAGE>
INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT
STRATEGIES AND RISKS

INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

This section takes a closer look at the investment objective of
Strategic Value 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.

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.

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

1. HOW ARE COMMON STOCKS SELECTED?

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.

Realization of income is not a significant consideration when choosing
investments for the Fund. Income realized on the Fund's investments
will be incidental to its objective.

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

4 Janus Adviser Series
<PAGE>

3. WHAT DOES "MARKET CAPITALIZATION" MEAN?

4. 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.

GENERAL PORTFOLIO POLICIES

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

- debt securities

- indexed/structured securities

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

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

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

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

6 Janus Adviser Series
<PAGE>

RISKS

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

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

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

2. HOW DOES THE NONDIVERSIFIED STATUS OF STRATEGIC VALUE FUND AFFECT ITS RISK?

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.

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

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

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.

- 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.

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

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

6. HOW DOES THE FUND TRY TO REDUCE RISK?

8 Janus Adviser Series
<PAGE>
MANAGEMENT OF THE FUND

INVESTMENT ADVISER

MANAGEMENT EXPENSES AND EXPENSE LIMIT

<TABLE>
<CAPTION>
Average Daily
Net Assets Annual Rate Expense Limit
Fund of Fund Percentage (%) Percentage (%)(1)
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Strategic Value Fund All Asset Levels 0.65 1.25
------------------------------------------------------------------------------------------------------------------
</TABLE>

Management of the Fund 9
<PAGE>

INVESTMENT PERSONNEL

PORTFOLIO MANAGER

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.

10 Janus Adviser Series
<PAGE>
OTHER INFORMATION

ADMINISTRATIVE SERVICES FEE

DISTRIBUTION FEE

DISTRIBUTION OF FUND

Other information 11
<PAGE>
DISTRIBUTIONS AND TAXES

DISTRIBUTIONS

DISTRIBUTION SCHEDULE

Dividends and capital gains for the Fund are normally declared and
paid in December.

HOW DISTRIBUTIONS AFFECT NAV

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

"BUYING A DIVIDEND"

TAXES

TAXES ON DISTRIBUTIONS

12 Janus Adviser Series
<PAGE>

TAXATION OF THE FUND

Distributions and taxes 13
<PAGE>
SHAREHOLDER'S GUIDE

PRICING OF FUND SHARES

PURCHASES

EXCHANGES

14 Janus Adviser Series
<PAGE>

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

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

REDEMPTIONS

EXCESSIVE TRADING

SHAREHOLDER COMMUNICATIONS

Shareholder's guide 15
<PAGE>
FINANCIAL HIGHLIGHTS

No Financial Highlights are presented because the Fund did not
commence operations until August 1, 2000.

16 Janus Adviser Series
<PAGE>
GLOSSARY OF INVESTMENT TERMS

I. EQUITY AND DEBT SECURITIES

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

Glossary of investment terms 17
<PAGE>

tax laws. These elections could require that the Fund recognize
taxable income, which in turn must be distributed, before the
securities are sold and before cash is received to pay the
distributions.

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

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

18 Janus Adviser Series
<PAGE>

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

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

Glossary of investment terms 19
<PAGE>

20 Janus Adviser Series
<PAGE>

This page intentionally left blank
<PAGE>

[JANUS LOGO]

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

Investment Company Act File No. 811-9885

INSPROADVSTV1200
<PAGE>

[JANUS LOGO]

Janus Adviser Series

PROSPECTUS
DECEMBER 31, 2000

Janus Adviser International Fund

[JANUS LOGO]
<PAGE>

TABLE OF CONTENTS

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

</TABLE>

Table of contents 1
<PAGE>
RISK RETURN SUMMARY

JANUS ADVISER INTERNATIONAL FUND

Janus Adviser International Fund ("International Fund" or the "Fund")
is designed for long-term investors who primarily seek growth of
capital and who can tolerate the greater risks associated with common
stock investments.

1. WHAT IS THE INVESTMENT OBJECTIVE OF INTERNATIONAL FUND?

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

- INTERNATIONAL FUND seeks long-term growth of capital.

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

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

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

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

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

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

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

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

2 Janus Adviser Series
<PAGE>

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

INTERNATIONAL FUND

<TABLE>
ANNUAL RETURNS FOR PERIODS ENDED 12/31

<S> <C> <C> <C> <C> <C>
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%).
</TABLE>

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

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

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

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

Risk return summary 3
<PAGE>

FEES AND EXPENSES

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

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

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

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

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

4 Janus Adviser Series
<PAGE>
INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT
STRATEGIES AND RISKS

INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

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

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

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

1. HOW ARE COMMON STOCKS SELECTED?

The Fund may invest substantially all of its assets in common stocks
if the portfolio managers believe that common stocks will appreciate
in value. The portfolio managers generally take a "bottom up" approach
to selecting companies. 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.

Realization of income is not a significant consideration when choosing
investments for the Fund. Income realized on the Fund's investments
will be incidental to its objective.

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

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

3. WHAT DOES "MARKET CAPITALIZATION" MEAN?

GENERAL PORTFOLIO POLICIES

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

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

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

- debt securities

- indexed/structured securities

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

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

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

SPECIAL SITUATIONS
The Fund may invest in special situations. A special situation arises
when, in the opinion of the Fund's portfolio managers, the securities
of a particular issuer will be recognized and appreciate in value due
to a specific development with respect to that issuer. Developments
creating a special situation might include, among others, a new
product or process, a technological breakthrough, a management change
or other

6 Janus Adviser Series
<PAGE>

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

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

RISKS

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

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

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

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

8 Janus Adviser Series
<PAGE>

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

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

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

4. HOW DOES THE FUND TRY TO REDUCE RISK?

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

Investment objective, principal investment strategies and risks 9
<PAGE>
MANAGEMENT OF THE FUND

INVESTMENT ADVISER

MANAGEMENT EXPENSES AND EXPENSE LIMIT

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

10 Janus Adviser Series
<PAGE>

INVESTMENT PERSONNEL

PORTFOLIO MANAGERS

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

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.

Management of the Fund 11
<PAGE>
OTHER INFORMATION

ADMINISTRATIVE SERVICES FEE

DISTRIBUTION FEE

DISTRIBUTION OF FUND

12 Janus Adviser Series
<PAGE>
DISTRIBUTIONS AND TAXES

DISTRIBUTIONS

DISTRIBUTION SCHEDULE

Dividends and capital gains for the Fund are normally declared and
paid in December.

HOW DISTRIBUTIONS AFFECT NAV

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

"BUYING A DIVIDEND"

TAXES

TAXES ON DISTRIBUTIONS

Distributions and taxes 13
<PAGE>

TAXATION OF THE FUND

14 Janus Adviser Series
<PAGE>
SHAREHOLDER'S GUIDE

PRICING OF FUND SHARES

PURCHASES

EXCHANGES

Shareholder's guide 15
<PAGE>

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

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

REDEMPTIONS

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

SHAREHOLDER COMMUNICATIONS

16 Janus Adviser Series
<PAGE>
FINANCIAL HIGHLIGHTS

<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 17
<PAGE>
GLOSSARY OF INVESTMENT TERMS

I. EQUITY AND DEBT SECURITIES

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

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

18 Janus Adviser Series
<PAGE>

tax laws. These elections could require that the Fund recognize
taxable income, which in turn must be distributed, before the
securities are sold and before cash is received to pay the
distributions.

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

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

Glossary of investment terms 19
<PAGE>

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

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

20 Janus Adviser Series
<PAGE>

Glossary of investment terms 21
<PAGE>

[JANUS LOGO]

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

Investment Company Act File No. 811-9885

INSPROADVINTL1200
<PAGE>

[JANUS LOGO]

Janus Adviser Series

PROSPECTUS
DECEMBER 31, 2000

Janus Adviser Worldwide Fund

[JANUS LOGO]
<PAGE>

TABLE OF CONTENTS

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

</TABLE>

Table of contents 1
<PAGE>
RISK RETURN SUMMARY

JANUS ADVISER WORLDWIDE FUND

Janus Adviser Worldwide Fund ("Worldwide Fund" or the "Fund") is
designed for long-term investors who primarily seek growth of capital
and who can tolerate the greater risks associated with common stock
investments.

1. WHAT IS THE INVESTMENT OBJECTIVE OF WORLDWIDE FUND?

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

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

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

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

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

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 WORLDWIDE FUND?

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

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

2 Janus Adviser Series
<PAGE>

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

WORLDWIDE FUND
<TABLE>
ANNUAL RETURNS FOR PERIODS ENDED 12/31

<S> <C> <C> <C> <C> <C> <C>
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%)
</TABLE>

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.

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

Risk return summary 3
<PAGE>

FEES AND EXPENSES

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>
Worldwide Fund 0.65% 0.25% 0.32% 1.22% 0.02 % 1.20%
</TABLE>

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

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

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

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

4 Janus Adviser Series
<PAGE>
INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT
STRATEGIES AND RISKS

INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

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

Worldwide Fund seeks long-term growth of capital in a manner
consistent with the preservation of capital. It pursues its objective
by investing primarily in common stocks of companies of any size
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.

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

1. HOW ARE COMMON STOCKS SELECTED?

Realization of income is not a significant consideration when choosing
investments for the Fund. Income realized on the Fund's investments
will be incidental to its objective.

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

3. WHAT DOES "MARKET CAPITALIZATION" MEAN?

GENERAL PORTFOLIO POLICIES

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

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

- debt securities

- indexed/structured securities

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

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

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

6 Janus Adviser Series
<PAGE>

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

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

RISKS

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

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

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

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

8 Janus Adviser Series
<PAGE>

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

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

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

4. HOW DOES THE FUND TRY TO REDUCE RISK?

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

Investment objective, principal investment strategies and risks 9
<PAGE>
MANAGEMENT OF THE FUND

INVESTMENT ADVISER

MANAGEMENT EXPENSES AND EXPENSE LIMIT

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

10 Janus Adviser Series
<PAGE>

INVESTMENT PERSONNEL

PORTFOLIO MANAGERS

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.

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.

Management of the Fund 11
<PAGE>
OTHER INFORMATION

ADMINISTRATIVE SERVICES FEE

DISTRIBUTION FEE

DISTRIBUTION OF FUND

12 Janus Adviser Series
<PAGE>
DISTRIBUTIONS AND TAXES

DISTRIBUTIONS

DISTRIBUTION SCHEDULE

Dividends and capital gains for the Fund are normally declared and
paid in December.

HOW DISTRIBUTIONS AFFECT NAV

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

"BUYING A DIVIDEND"

TAXES

TAXES ON DISTRIBUTIONS

Distributions and taxes 13
<PAGE>

TAXATION OF THE FUND

The Fund does not expect to pay any federal income or excise taxes
because it intends to meet certain requirements of the Internal
Revenue Code. It is important that the Fund meets these requirements
so that any earnings on your investment will not be taxed twice.

14 Janus Adviser Series
<PAGE>
SHAREHOLDER'S GUIDE

PRICING OF FUND SHARES

PURCHASES

EXCHANGES

Shareholder's guide 15
<PAGE>

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

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

REDEMPTIONS

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

SHAREHOLDER COMMUNICATIONS

16 Janus Adviser Series
<PAGE>
FINANCIAL HIGHLIGHTS

<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.

Financial highlights 17
<PAGE>
GLOSSARY OF INVESTMENT TERMS

I. EQUITY AND DEBT SECURITIES

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

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

18 Janus Adviser Series
<PAGE>

tax laws. These elections could require that the Fund recognize
taxable income, which in turn must be distributed, before the
securities are sold and before cash is received to pay the
distributions.

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

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

Glossary of investment terms 19
<PAGE>

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

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

20 Janus Adviser Series
<PAGE>

Glossary of investment terms 21
<PAGE>

[JANUS LOGO]

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

Investment Company Act File No. 811-9885

INSPROADVWW1200
<PAGE>

[JANUS LOGO]

Janus Adviser Series

PROSPECTUS
DECEMBER 31, 2000

Janus Adviser Flexible Income Fund

[JANUS LOGO]
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
RISK/RETURN SUMMARY
Janus Adviser Flexible Income Fund....................... 2
Fees and expenses........................................ 4
INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES AND
RISKS
Janus Adviser Flexible Income Fund....................... 5
General portfolio policies............................... 6
Risks.................................................... 8
MANAGEMENT OF THE FUND
Investment adviser....................................... 10
Management expenses and expense limit.................... 10
Investment personnel..................................... 11
OTHER INFORMATION........................................... 12
DISTRIBUTIONS AND TAXES
Distributions............................................ 13
Taxes.................................................... 13
SHAREHOLDER'S GUIDE
Pricing of fund shares................................... 15
Purchases................................................ 15
Exchanges................................................ 15
Redemptions.............................................. 16
Excessive trading........................................ 16
Shareholder communications............................... 16
FINANCIAL HIGHLIGHTS........................................ 17
GLOSSARY
Glossary of investment terms............................. 18
RATING CATEGORIES
Explanation of rating categories......................... 22

</TABLE>

Table of contents 1
<PAGE>
RISK RETURN SUMMARY

JANUS ADVISER FLEXIBLE INCOME FUND

Janus Adviser Flexible Income Fund ("Flexible Income Fund" or the
"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.

2 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
Janus Aspen Series into the Funds of Janus Adviser Series. The returns
for the reorganized Fund reflect the performance of the Retirement
Shares of Janus Aspen Series prior to the reorganization. (The
performance of the Retirement Shares prior to May 1, 1997 reflects the
performance of a different class of Janus Aspen Series, restated to
reflect the fees and expenses of the Retirement Shares on May 1, 1997,
ignoring any fee and expense limitations.) The bar chart depicts the
change in performance from year to year during the periods indicated.
The table compares the Fund's average annual returns for the periods
indicated to a broad-based securities market index.

FLEXIBLE INCOME FUND

<TABLE>
<CAPTION>
ANNUAL RETURNS FOR PERIODS ENDED 12/31

<S> <C> <C> <C> <C> <C>
(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%)
</TABLE>

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 3
<PAGE>

FEES AND EXPENSES

<TABLE>
<CAPTION>
Total Annual Fund Total Annual Fund
Distribution Operating Operating
Management (12b-1) Other Expenses Total Expenses
Fee Fees(1) Expenses Without Waivers(2) Waivers With Waivers(2)
<S> <C> <C> <C> <C> <C> <C>
Flexible Income Fund 0.65% 0.25% 7.22% 8.12% 6.92% 1.20%
</TABLE>

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

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

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

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------------------------------------------------
<S> <C> <C> <C> <C>
Flexible Income Fund $799 $2,324 $3,755 $6,960
</TABLE>

4 Janus Adviser Series
<PAGE>
INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT
STRATEGIES AND RISKS

INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

This section takes a closer look at the investment objective of
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.

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
Flexible Income 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 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.

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

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

OTHER TYPES OF INVESTMENTS

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.
The 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

6 Janus Adviser Series
<PAGE>

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

RISKS

Because Flexible Income 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 Flexible Income 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.

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

8 Janus Adviser Series
<PAGE>

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.

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

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

5. HOW DOES THE FUND TRY TO REDUCE RISK?

Investment objective, principal investment strategies and risks 9
<PAGE>
MANAGEMENT OF THE FUND

INVESTMENT ADVISER

MANAGEMENT EXPENSES AND EXPENSE LIMIT

<TABLE>
<CAPTION>
Average Daily
Net Assets Annual Rate Expense Limit
Fund of Fund Percentage (%) Percentage (%)(1)
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Flexible Income Fund First $300 Million 0.65 0.70
Over $300 Million 0.55
-------------------------------------------------------------------------------------------------------------
</TABLE>

10 Janus Adviser Series
<PAGE>

INVESTMENT PERSONNEL

PORTFOLIO MANAGER

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.

Management of the Fund 11
<PAGE>
OTHER INFORMATION

ADMINISTRATIVE SERVICES FEE

DISTRIBUTION FEE

DISTRIBUTION OF FUND

12 Janus Adviser Series
<PAGE>
DISTRIBUTIONS AND TAXES

DISTRIBUTIONS

DISTRIBUTION SCHEDULE

Dividends for the Fund are normally declared daily, Saturdays, Sundays
and holidays included, and paid monthly. Capital gains for the Fund
are normally declared and paid in December.

HOW DISTRIBUTIONS AFFECT NAV

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

"BUYING A DIVIDEND"

TAXES

TAXES ON DISTRIBUTIONS

Distributions and taxes 13
<PAGE>

TAXATION OF THE FUND

14 Janus Adviser Series
<PAGE>
SHAREHOLDER'S GUIDE

PRICING OF FUND SHARES

PURCHASES

EXCHANGES

Shareholder's guide 15
<PAGE>

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

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

REDEMPTIONS

EXCESSIVE TRADING

SHAREHOLDER COMMUNICATIONS

16 Janus Adviser Series
<PAGE>
FINANCIAL HIGHLIGHTS

<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 17
<PAGE>
GLOSSARY OF INVESTMENT TERMS

I. EQUITY AND DEBT SECURITIES

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

18 Janus Adviser Series
<PAGE>

tax laws. These elections could require that the Fund recognize
taxable income, which in turn must be distributed, before the
securities are sold and before cash is received to pay the
distributions.

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

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

Glossary of investment terms 19
<PAGE>

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

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

20 Janus Adviser Series
<PAGE>

Glossary of investment terms 21
<PAGE>
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>

22 Janus Adviser Series
<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 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.

Explanation of rating categories 23
<PAGE>

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24
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<PAGE>

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

Investment Company Act File No. 811-9885

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