JANUS ASPEN SERIES
485BPOS, 1996-04-29
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                                                   Registration No. 33-63212

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                  Form N-1A


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933               /__/

         Pre-Effective Amendment No. __                               /__/

   
         Post-Effective Amendment No. 8                               /X/
    

                                   and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
     OF 1940                                                          /__/

   
         Amendment No. 10                                             /X/
    

                      (Check appropriate box or boxes.)

JANUS ASPEN SERIES
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

100 Fillmore Street, Denver, Colorado 80206-9916
- --------------------------------------------------------------------------------
Address of Principal Executive Offices           (Zip Code)

Registrant's Telephone No., including Area Code:    303-333-3863

David C. Tucker  - 100 Fillmore Street, Denver, Colorado 80206-9916
- --------------------------------------------------------------------------------
(Name and Address of Agent for Service)

Approximate Date of Proposed Offering:  May 1, 1996

It is proposed that this filing will become effective (check appropriate line):

   
         ___      immediately upon filing pursuant to paragraph (b) of Rule 485.
          X       on May 1, 1996, pursuant to paragraph (b) of Rule 485.
         ___      60 days after filing pursuant to paragraph (a)(1) of Rule 485.
         ___      on (date) pursuant to paragraph (a)(1) of Rule 485.
         ___      75 days after filing pursuant to paragraph (a)(2) of Rule 485.
         ___      on May 1, 1996, pursuant to paragraph (a)(2) of Rule 485.

Registrant has registered an indefinite number of shares of beneficial  interest
under the  Securities  Act of 1933  pursuant to Rule  24f-2(a)  and filed a Rule
24f-2 Notice on February 28, 1996,  for the fiscal year ended December 31, 1995,
with respect to all of its series in existence as of December 31, 1995.

    

<PAGE>

                             JANUS ASPEN SERIES

   
                            Cross Reference Sheet
                  Between each Prospectus and Statement of
                  Additional Information and Form N-1A Item
              (Cross Reference Sheets for High-Yield Portfolio
             are included in previous post-effective amendments
                           related to that series)
    


FORM N-1A ITEM

PART A                                  CAPTION IN PROSPECTUS

1.   Cover Page                         Cover Page

2.   Synopsis                           Cover Page

3.   Condensed Financial                Financial  Highlights  (in  Combined and
     Information                        Money   Market    Prospectuses    only);
                                        Performance

   
4.   General Description of             Investment   Objective,   Policies   and
     Registrant                         Techniques   (Money  Market   Prospectus
                                        only);  The  Portfolio's   (Portfolios')
                                        Investment   Objectives   and  Policies;
                                        Miscellaneous  Information (Money Market
                                        Prospectus   only);   Other  Information
                                        (Combined Prospectus only)

5.   Management of the Fund             Investment    Adviser;     Miscellaneous
                                        Information   (Money  Market  Prospectus
                                        only);   Other   Information   (Combined
                                        Prospectus  only)
    

6.   Capital  Stock and Other           Distributions  and Taxes;  Shareholder's
     Securities                         Guide

7.   Purchase of Securities Being       Shareholder's Guide
     Offered

8.   Redemption or Repurchase           Shareholder's Guide

9.   Pending Legal Proceedings          Not Applicable


<PAGE>


PART B                                  CAPTION  IN  STATEMENT   OF   ADDITIONAL
                                        INFORMATION

10.  Cover Page                         Cover Page

11.  Table of Contents                  Table of Contents

12.  General Information and            Miscellaneous Information
     History

   
13.  Investment Objectives and          Investment   Policies  and  Restrictions
     Policies                           (Money    Market    Prospectus    only);
                                        Investment  Policies,  Restrictions  and
                                        Techniques  (Combined  Prospectus only);
                                        Types  of  Securities   and   Investment
                                        Techniques;  Appendix A - Description of
                                        Securities    Ratings    (Money   Market
                                        Prospectus    only);    Appendix   B   -
                                        Description   of  Municipal   Securities
                                        (Money Market Prospectus only)
    

14.  Management of the Fund             Investment    Adviser;    Officers   and
                                        Trustees

15.  Control Persons and                Principal   Shareholders  (Combined  and
     Principal Holders of               Money Market Prospectuses only)
     Securities

16.  Investment Advisory and            Investment Adviser; Custodian,  Transfer
     Other Services                     Agent    and    Certain    Affiliations;
                                        Portfolio  Transactions  and  Brokerage;
                                        Officers  and  Trustees;   Miscellaneous
                                        Information

17.  Brokerage Allocation and           Portfolio Transactions and Brokerage
     Other Practices

18.  Capital Stock and Other            Shares  of  the   Trust;   Miscellaneous
     Securities                         Information

19.  Purchase, Redemption   and         Shares of the Trust
     Pricing of Securities
     Being Offered

20.  Tax Status                         Dividends and Tax Status

21.  Underwriters                       Not Applicable

   
22.  Calculation of Performance         Performance     Data    (Money    Market
     Data                               Prospectus      only);       Performance
                                        Information (Combined Prospectus only)
    

23.  Financial Statements               Financial  Statements  (Money Market and
                                        Combined Prospectuses only)

<PAGE>
CONTENTS

- --------------------------------------------------------------------------------
PORTFOLIOS AT A GLANCE
Brief description of each Portfolio .........................................  1
- --------------------------------------------------------------------------------
EXPENSE INFORMATION
Each Portfolio's annual operating expenses ..................................  2
A summary of financial data .................................................  3
- --------------------------------------------------------------------------------
PERFORMANCE TERMS
An explanation of performance terms .........................................  5
- --------------------------------------------------------------------------------
THE PORTFOLIOS IN DETAIL
The Portfolios' Investment Objectives and Policies ..........................  6
General Portfolio Policies .................................................. 10
Additional Risk Factors ..................................................... 11
- --------------------------------------------------------------------------------
MANAGEMENT OF THE PORTFOLIOS
Investment Adviser and Investment Personnel ................................. 13
Management Expenses ......................................................... 14
Portfolio Transactions ...................................................... 14
Other Service Providers ..................................................... 14
Other Information ........................................................... 15
- --------------------------------------------------------------------------------
DISTRIBUTIONS AND TAXES
Distributions ............................................................... 16
Taxes ....................................................................... 16
- --------------------------------------------------------------------------------
SHAREHOLDER'S GUIDE
Purchases ................................................................... 17
Redemptions ................................................................. 17
Shareholder Communications .................................................. 17
- --------------------------------------------------------------------------------
APPENDIX A
Glossary of Investment Terms ................................................ 18
- --------------------------------------------------------------------------------
APPENDIX B
Explanation of Rating Categories ............................................ 20


                                     [LOGO]

                               JANUS ASPEN SERIES

                                   Prospectus

                                  May 1, 1996



   
This  prospectus  describes  seven  mutual  funds with a variety  of  investment
objectives,  including  growth of capital,  current  income and a combination of
growth  and  income  (the  "Portfolios").   Janus  Capital  Corporation  ("Janus
Capital") serves as investment adviser to each Portfolio. Janus Capital has been
in the investment advisory business for over 25 years and currently manages more
than $35 billion in assets.
    

Each  Portfolio  is a series of Janus Aspen Series (the  "Trust").  The Trust is
registered  with the Securities and Exchange  Commission  ("SEC") as an open-end
management investment company.  Shares of the Trust are issued and redeemed only
in connection with investment in and payments under variable  annuity  contracts
and  variable  life  insurance  contracts   (collectively   "variable  insurance
contracts"),  as well as certain qualified retirement plans. The Trust sells and
redeems its shares at net asset value without any sales charges,  commissions or
redemption fees. Each variable insurance contract involves fees and expenses not
described  in  this  Prospectus.  Certain  Portfolios  may not be  available  in
connection  with  a  particular   contract  and  certain   contracts  may  limit
allocations among the Portfolios.  See the accompanying  contract prospectus for
information  regarding  contract  fees  and  expenses  and any  restrictions  on
purchases or allocations.

This  Prospectus  contains  information  about the Portfolios that a prospective
purchaser of a variable  insurance  contract should  consider before  allocating
purchase payments or premiums to the Portfolios.  It should be read carefully in
conjunction  with the separate  account  prospectus  of the  specific  insurance
product that  accompanies  this  Prospectus  and retained for future  reference.
Additional  information  about the  Portfolios  is  contained  in a Statement of
Additional  Information ("SAI") filed with the SEC. The SAI dated May 1, 1996 is
incorporated by reference into this Prospectus.  Copies of the SAI are available
upon request and without charge by writing or calling your insurance company.

THESE  SECURITIES  HAVE NOT BEEN  APPROVED  BY THE SEC OR ANY  STATE  SECURITIES
COMMISSION  NOR HAS THE SEC OR ANY  STATE  SECURITIES  COMMISSION  PASSED ON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THIS  PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY STATE OR
OTHER JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER IN
SUCH STATE OR OTHER JURISDICTION.

                                                                     May 1, 1996
<PAGE>
PORTFOLIOS AT A GLANCE

This section is designed to provide you with a brief  overview of the Portfolios
and their  investment  emphasis.  A more detailed  discussion of the Portfolios'
investment objectives and policies begins on page 6.

GROWTH PORTFOLIO

Focus:  A  diversified  portfolio  that  seeks  long-term  growth of  capital by
investing  primarily in common stocks, with an emphasis on companies with larger
market capitalizations.

Inception: September 1993

Manager: James P. Craig, III

AGGRESSIVE GROWTH PORTFOLIO

Focus:  A  nondiversified  portfolio that seeks  long-term  growth of capital by
investing  primarily in common stocks,  with an emphasis on securities issued by
medium-sized companies.

Inception: September 1993

Manager: James P. Goff

WORLDWIDE GROWTH PORTFOLIO

Focus:  A  diversified  portfolio  that  seeks  long-term  growth of  capital by
investing primarily in common stocks of foreign and domestic issuers.

Inception: September 1993

Manager: Helen Young Hayes

INTERNATIONAL GROWTH PORTFOLIO

Focus:  A  diversified  portfolio  that  seeks  long-term  growth of  capital by
investing primarily in common stocks of foreign issuers.

Inception: May 1994

Manager: Helen Young Hayes

BALANCED PORTFOLIO

Focus: A diversified portfolio that seeks long-term growth of capital,  balanced
by  current  income.  The  Portfolio  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.

Inception: September 1993

Manager: Blaine P. Rollins

FLEXIBLE INCOME PORTFOLIO

Focus:  A  diversified  portfolio  that seeks to  maximize  total  return from a
combination  of income  and  capital  appreciation  by  investing  primarily  in
income-producing  securities.  THIS PORTFOLIO MAY HAVE  SUBSTANTIAL  HOLDINGS OF
LOWER RATED DEBT SECURITIES OR "JUNK" BONDS.

Inception: September 1993

Manager: Ronald V. Speaker

SHORT-TERM BOND PORTFOLIO

Focus:  A diversified  portfolio that seeks a high level of current income while
minimizing  interest  rate  risk  by  investing  in  shorter  term  fixed-income
securities. Its average-weighted maturity is normally less than three years.

Inception: September 1993

Manager: Sandy R. Rufenacht

JANUS SPECTRUM

   
The spectrum  below shows Janus  Capital's  assessment of the potential  overall
risk of the Portfolios relative to one another and should not be used to compare
the Portfolios to other mutual funds or other types of investments. The spectrum
was  determined  based on a number of factors such as the types of securities in
which the Portfolios intend to invest,  the degree of  diversification  intended
and/or  permitted,  and the  sizes  of the  Portfolios  and,  in  addition,  was
significantly  affected by the  portfolio  managers'  investment  styles.  These
factors were considered as of the date of this prospectus and will be reassessed
with each new  prospectus.  Specific  risks of certain types of  instruments  in
which some of the  Portfolios may invest,  including  foreign  securities,  junk
bonds and  derivative  instruments  such as futures  contracts and options,  are
described  under  "Additional  Risk  Factors"  on page 11. THE  SPECTRUM  IS NOT
INDICATIVE OF THE FUTURE  VOLATILITY OR  PERFORMANCE OF A PORTFOLIO AND RELATIVE
POSITIONS OF PORTFOLIOS WITHIN THE SPECTRUM MAY CHANGE IN THE FUTURE.
    

[SPECTRUM CHART]

   
The spectrum  illustrates the potential overall risk of the Portfolios  relative
to one another.  The  Portfolios'  risk ranges from  conservative to aggressive.
Growth Portfolio is shown as moderate;  Aggressive  Growth Portfolio is shown as
aggressive;   Worldwide  Growth  Portfolio  is  shown  as   moderate-aggressive;
International  Growth  Portfolio  is  shown  as  moderate-aggressive  (but  more
aggressive  than Worldwide  Growth  Portfolio);  Balanced  Portfolio is shown as
moderate;   Flexible  Income   Portfolio  is  shown  as   conservative-moderate;
Short-Term Bond Portfolio is shown as conservative;  High-Yield Portfolio, which
will  commence  operations  on  May  1,  1996,  and  is  offered  by a  separate
prospectus, is shown as moderate-aggressive;  and Money Market Portfolio,  which
is offered by a separate prospectus, is shown as conservative.
    

JANUS ASPEN SERIES PROSPECTUS                                        May 1, 1996
                                        1
<PAGE>
EXPENSE INFORMATION

The tables and example  below are designed to assist  participants  in qualified
plans that invest in the  Portfolios  in  understanding  the  various  costs and
expenses  that you will  bear  directly  or  indirectly  as an  investor  in the
Portfolios. OWNERS OF VARIABLE INSURANCE CONTRACTS THAT INVEST IN THE PORTFOLIOS
SHOULD REFER TO THE VARIABLE INSURANCE CONTRACT  PROSPECTUS FOR A DESCRIPTION OF
COSTS AND EXPENSES,  AS THE TABLES AND EXAMPLE DO NOT REFLECT  DEDUCTIONS AT THE
SEPARATE  ACCOUNT  LEVEL OR CONTRACT  LEVEL FOR ANY CHARGES THAT MAY BE INCURRED
UNDER A CONTRACT.

SHAREHOLDER TRANSACTION EXPENSES (applicable to each Portfolio)

     Maximum sales load imposed on purchases                     None
     Maximum sales load imposed on reinvested dividends          None
     Deferred sales charges on redemptions                       None
     Redemption fee                                              None
     Exchange fee                                                None

ANNUAL PORTFOLIO OPERATING EXPENSES(1)
(expressed as a percentage of average net assets)

<TABLE>
<CAPTION>
                                   Management Fee      Other Expenses      Total Portfolio Operating Expenses
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                  <C>                          <C>
Growth Portfolio                       .65%                  .13%                         .78%
Aggressive Growth Portfolio            .75%                  .11%                         .86%
Worldwide Growth Portfolio             .68%                  .22%                         .90%
International Growth Portfolio         .84%                 1.85%                        2.69%
Balanced Portfolio                     .82%                  .55%                        1.37%
Flexible Income Portfolio              .65%                  .42%                        1.07%
Short-Term Bond Portfolio              .00%                  .70%                         .70%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
   
(1)  The fees and expenses in the table above are based on gross expenses before
     expense  offset  arrangements  for the fiscal year ended December 31, 1995.
     The information for each Portfolio other than the Flexible Income Portfolio
     is net of fee waivers or reductions from Janus Capital.  Fee reductions for
     the Growth,  Aggressive Growth, Worldwide Growth,  International Growth and
     Balanced  Portfolios  reduce  the  management  fee  to  the  level  of  the
     corresponding  Janus retail fund. Other waivers,  if applicable,  are first
     applied against the management fee and then against other expenses. Without
     such waivers or reductions,  the  Management  Fee, Other Expenses and Total
     Portfolio  Operating  Expenses would have been 0.85%,  0.13%, and 0.98% for
     Growth Portfolio;  0.82%,  0.11% and 0.93% for Aggressive Growth Portfolio;
     0.87%,  0.22% and 1.09% for Worldwide Growth  Portfolio;  1.00%,  2.57% and
     3.57%  for  International  Growth  Portfolio;  1.00%,  0.55%  and 1.55% for
     Balanced  Portfolio;  and  0.65%,  0.72%  and  1.37%  for  Short-Term  Bond
     Portfolio,  respectively. Janus Capital may modify or terminate the waivers
     or reductions at any time upon 90 days' notice to the Trustees.

EXAMPLE
Assume you invest $1,000, the Portfolios return 5% annually and each Portfolio's
expense  ratios  remain as listed  above.  The example below shows the operating
expenses that you would indirectly bear as an investor in the Portfolios.

                                           1 Year   3 Years   5 Years   10 Years
- --------------------------------------------------------------------------------
Growth Portfolio                              $ 8       $25      $ 43       $ 97
Aggressive Growth Portfolio                   $ 9       $27      $ 48       $106
Worldwide Growth Portfolio                    $ 9       $29      $ 50       $111
International Growth Portfolio                $27       $84      $142       $302
Balanced Portfolio                            $14       $43      $ 75       $165
Flexible Income Portfolio                     $11       $34      $ 59       $131
Short-Term Bond Portfolio                     $ 7       $22      $ 39       $ 87
- --------------------------------------------------------------------------------
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION  OF PAST OR FUTURE RETURNS
OR EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN.
    

JANUS ASPEN SERIES PROSPECTUS                                        May 1, 1996
                                       2
<PAGE>
FINANCIAL HIGHLIGHTS

   
The information  below is for fiscal periods ending on December 31 of each year,
and has been  audited by the  accounting  firm of Price  Waterhouse  LLP.  Their
report is included in the  Portfolios'  Annual Report,  which is incorporated by
reference into the SAI.  Expense and income ratios and portfolio  turnover rates
have been  annualized  for  periods  of less than one year.  Total  returns  for
periods of less than one year are not annualized.  A detailed explanation of the
Financial Highlights can be found on page 5.
    

<TABLE>
<CAPTION>
   
                                                                      Growth Portfolio                Aggressive Growth Portfolio
                                                            1995         1994      1993(1)       1995          1994        1993(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>          <C>         <C>         <C>           <C>          <C>
 1. Net asset value, beginning of period                  $10.57       $10.32      $10.00      $13.62        $11.80       $10.00
- ------------------------------------------------------------------------------------------------------------------------------------
    Income from investment operations:
 2. Net investment income                                   .28           .09         .03         .24           .11          .01
 3. Net gains or (losses) on securities
    (both realized and unrealized)                          2.90          .20         .32        3.47          1.82         1.80
- ------------------------------------------------------------------------------------------------------------------------------------
 4. Total from investment operations                        3.18          .29         .35        3.71          1.93         1.81
- ------------------------------------------------------------------------------------------------------------------------------------
    Less distributions:
 5. Dividends (from net investment income)                  (.30)        (.04)       (.03)       (.25)         (.11)        (.01)
 6. Dividends (in excess of net investment income)            --           --          --          --            --           --
 7. Distributions (from capital gains)                        --           --          --          --            --           --
- ------------------------------------------------------------------------------------------------------------------------------------
 8. Total distributions                                     (.30)        (.04)       (.03)       (.25)         (.11)        (.01)
- ------------------------------------------------------------------------------------------------------------------------------------
 9. Net asset value, end of period                        $13.45       $10.57      $10.32      $17.08        $13.62       $11.80
- ------------------------------------------------------------------------------------------------------------------------------------
10. Total return                                           30.17%        2.76%       3.50%      27.48%        16.33%       18.05%
- ------------------------------------------------------------------------------------------------------------------------------------
11. Net assets, end of period (in thousands)            $126,911      $43,549      $7,482     185,911       $41,289       $1,985
12. Ratio of gross expenses to average net assets           0.78%(4)(7)   N/A         N/A        0.86%(4)(7)    N/A          N/A
13. Ratio of net expenses to average net assets             0.76%(4)     0.88%(3)(6) 0.25%(5)    0.84%(4)      1.05%(3)(6)  0.25%(5)
14. Ratio of net investment income to average net assets    1.24%        1.45%       2.54%       0.58%         2.18%        0.34%
15. Portfolio turnover rate                                  185%         169%        162%        155%          259%          31%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    

<TABLE>
<CAPTION>
   
                                                                    Worldwide Growth Portfolio       International Growth Portfolio
                                                                1995            1994       1993(1)        1995         1994(2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>             <C>          <C>          <C>           <C>
 1. Net asset value, beginning of period                      $12.07          $11.89       $10.00       $9.72         $10.00
- ------------------------------------------------------------------------------------------------------------------------------------
    Income from investment operations:
 2. Net investment income                                        .11             .04          .02         .09           (.09)
 3. Net gains or (losses) on securities
    (both realized and unrealized)                              3.19             .14         1.89        2.16           (.19)
- ------------------------------------------------------------------------------------------------------------------------------------
 4. Total from investment operations                            3.30             .18         1.91        2.25           (.28)
- ------------------------------------------------------------------------------------------------------------------------------------
    Less distributions:
 5. Dividends (from net investment income)                      (.06)             --         (.01)       (.02)            --
 6. Dividends (in excess of net investment income)                --              --         (.01)         --             --
 7. Distributions (from capital gains)                            --              --           --          --             --
- ------------------------------------------------------------------------------------------------------------------------------------
 8. Total distributions                                         (.06)             --         (.02)       (.02)            --
- ------------------------------------------------------------------------------------------------------------------------------------
 9. Net asset value, end of period                            $15.31          $12.07       $11.89      $11.95          $9.72
- ------------------------------------------------------------------------------------------------------------------------------------
10. Total return                                               27.37%           1.53%       19.10%      23.15%         (2.80%)
- ------------------------------------------------------------------------------------------------------------------------------------
11. Net assets, end of period (in thousands)                $108,563         $37,728       $4,856      $1,608         $1,353
12. Ratio of gross expenses to average net assets               0.90%(4)(7)      N/A          N/A        2.69%(4)(7)     N/A
13. Ratio of net expenses to average net assets                 0.87%(4)        1.18%(3)(6)  0.25%(5)    2.50%(4)       2.50%(6)
14. Ratio of net investment income to average net assets        0.95%           0.50%        0.84%      (0.80%)        (1.30%)
15. Portfolio turnover rate                                      113%            217%          57%        211%           275%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  September 13, 1993 (inception) to December 31, 1993.
(2)  May 2, 1994 (inception) to December 31, 1994.
(3)  Commissions  payable  by  the  Portfolio  for  transactions  effected  by a
     broker-dealer  affiliated  with Janus  Capital  were  credited  against the
     Portfolio's  operating  expenses.  The  effect of such  directed  brokerage
     arrangement was de minimis.
(4)  The  Portfolio's  expenses  may be  reduced  through  the use of  brokerage
     commissions  and  uninvested  cash  balances   earning  interest  with  the
     Portfolio's custodian.  The gross expense ratio for the fiscal period ended
     December  31,  1995,  does not reflect  expense  reductions,  while the net
     expense  ratio does  reflect  such  reductions.  For  International  Growth
     Portfolio, the effect of directed brokerage was de minimis.
(5)  The ratio  was  2.16%,  5.79%  and  2.71%,  respectively,  for the  Growth,
     Aggressive Growth and Worldwide Growth Portfolios, before waiver of certain
     fees and/or voluntary  reduction of advisor's fees to the effective rate of
     the corresponding Janus retail fund.
(6)  The ratio was 1.23%, 1.14%, 4.67% and 1.49%, respectively,  for the Growth,
     Aggressive  Growth,  International  Growth and Worldwide Growth Portfolios,
     before waiver of certain fees and/or voluntary  reduction of advisor's fees
     to the effective rate of the corresponding Janus retail fund.
(7)  The ratio was 0.98%, 0.93%, 3.57% and 1.09%, respectively,  for the Growth,
     Aggressive  Growth,  International  Growth and Worldwide Growth Portfolios,
     before waiver of certain fees and/or voluntary  reduction of advisor's fees
     to the effective rate of the corresponding Janus retail fund.
    

JANUS ASPEN SERIES PROSPECTUS                                        May 1, 1996
                                       3
<PAGE>
<TABLE>
<CAPTION>
   
                                                                  Balanced Portfolio                 Flexible Income Portfolio
                                                            1995         1994      1993(1)       1995          1994        1993(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>          <C>         <C>           <C>          <C>          <C>
 1. Net asset value, beginning of period                  $10.63       $10.64      $10.00        $9.48        $9.97        $10.00
- ------------------------------------------------------------------------------------------------------------------------------------
    Income from investment operations:
 2. Net investment income                                    .17          .15         .08          .53          .47          .11
 3. Net gains or (losses) on securities
    (both realized and unrealized)                          2.45         (.06)        .64         1.70         (.56)        (.04)
- ------------------------------------------------------------------------------------------------------------------------------------
 4. Total from investment operations                        2.62          .09         .72         2.23         (.09)         .07
- ------------------------------------------------------------------------------------------------------------------------------------
    Less distributions:
 5. Dividends (from net investment income)                  (.22)        (.10)       (.08)        (.60)        (.40)        (.10)
 6. Dividends (in excess of net investment income)            --           --          --           --           --           --
 7. Distributions (from capital gains)                        --           --          --           --           --           --
- ------------------------------------------------------------------------------------------------------------------------------------
 8. Total distributions                                     (.22)        (.10)       (.08)        (.60)        (.40)        (.10)
- ------------------------------------------------------------------------------------------------------------------------------------
 9. Net asset value, end of period                        $13.03       $10.63      $10.64       $11.11        $9.48        $9.97
- ------------------------------------------------------------------------------------------------------------------------------------
10. Total return                                           24.79%        0.84%       7.20%       23.86%       (0.91%)       0.70%
- ------------------------------------------------------------------------------------------------------------------------------------
11. Net assets, end of period (in thousands)             $14,021       $3,153        $537      $10,831       $1,924         $538
12. Ratio of gross expenses to average net assets           1.37%(3)(6)   N/A         N/A         1.07%(3)(6)   N/A          N/A
13. Ratio of net expenses to average net assets             1.30%(3)     1.57%(2)(5) 0.25%(4)     1.00%(3)     1.00%(5)     1.00%(4)
14. Ratio of net investment income to average net assets    2.41%        1.90%       2.69%        7.46%        5.49%        3.77%
15. Portfolio turnover rate                                  149%         158%        126%         236%         234%         508%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  September 13, 1993 (inception) to December 31, 1993.
(2)  Commissions  payable  by  the  Portfolio  for  transactions  effected  by a
     broker-dealer  affiliated  with Janus  Capital  were  credited  against the
     Portfolio's  operating  expenses.  The  effect of such  directed  brokerage
     arrangement was de minimis.
(3)  The  Portfolio's  expenses  may be  reduced  through  the use of  brokerage
     commissions  and  uninvested  cash  balances   earning  interest  with  the
     Portfolio's custodian.  The gross expense ratio for the fiscal period ended
     December  31,  1995,  does not reflect  expense  reductions,  while the net
     expense ratio does reflect such reductions.
(4)  The ratio was  7.92%,  5.27% and  5.33%,  respectively,  for the  Balanced,
     Flexible  Income and Short-Term Bond  Portfolios,  before waiver of certain
     fees and/or voluntary  reduction of advisor's fees to the effective rate of
     the corresponding Janus retail fund.
(5)  The ratio was  1.74%,  1.35% and  1.40%,  respectively,  for the  Balanced,
     Flexible  Income and Short-Term Bond  Portfolios,  before waiver of certain
     fees and/or voluntary  reduction of advisor's fees to the effective rate of
     the corresponding Janus retail fund.
(6)  The ratio was  1.55%,  1.07% and  1.37%,  respectively,  for the  Balanced,
     Flexible  Income and Short-Term Bond  Portfolios,  before waiver of certain
     fees and/or voluntary  reduction of advisor's fees to the effective rate of
     the corresponding Janus retail fund.
    

<TABLE>
<CAPTION>
   
                                                                 Short-Term Bond Portfolio
                                                            1995             1994          1993(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>              <C>            <C>
 1. Net asset value, beginning of period                   $9.72            $9.93          $10.00
- ------------------------------------------------------------------------------------------------------------------------------------
    Income from investment operations:
 2. Net investment income                                    .60              .35             .11
 3. Net gains or (losses) on securities
    (both realized and unrealized)                           .31             (.26)           (.08)
- ------------------------------------------------------------------------------------------------------------------------------------
 4. Total from investment operations                         .91              .09             .03
- ------------------------------------------------------------------------------------------------------------------------------------
    Less distributions:
 5. Dividends (from net investment income)                  (.60)            (.30)           (.10)
 6. Dividends (in excess of net investment income)            --               --              --
 7. Distributions (from capital gains)                        --               --              --
- ------------------------------------------------------------------------------------------------------------------------------------
 8. Total distributions                                     (.60)            (.30)           (.10)
- ------------------------------------------------------------------------------------------------------------------------------------
 9. Net asset value, end of period                        $10.03            $9.72           $9.93
- ------------------------------------------------------------------------------------------------------------------------------------
10. Total return                                            9.54%            0.92%           0.30%
- ------------------------------------------------------------------------------------------------------------------------------------
11. Net assets, end of period (in thousands)              $3,187           $2,902            $502
12. Ratio of gross expenses to average net assets           0.70%(3)(6)       N/A             N/A
13. Ratio of net expenses to average net assets             0.65%(3)         0.65%(5)        0.65%(4)
14. Ratio of net investment income to average net assets    6.02%            5.00%           3.57%
15. Portfolio turnover rate                                  417%            256%             91%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  September 13, 1993 (inception) to December 31, 1993.
(2)  Commissions  payable  by  the  Portfolio  for  transactions  effected  by a
     broker-dealer  affiliated  with Janus  Capital  were  credited  against the
     Portfolio's  operating  expenses.  The  effect of such  directed  brokerage
     arrangement was de minimis.
(3)  The  Portfolio's  expenses  may be  reduced  through  the use of  brokerage
     commissions  and  uninvested  cash  balances   earning  interest  with  the
     Portfolio's custodian.  The gross expense ratio for the fiscal period ended
     December  31,  1995,  does not reflect  expense  reductions,  while the net
     expense ratio does reflect such reductions.
(4)  The ratio was  7.92%,  5.27% and  5.33%,  respectively,  for the  Balanced,
     Flexible  Income and Short-Term Bond  Portfolios,  before waiver of certain
     fees and/or voluntary  reduction of advisor's fees to the effective rate of
     the corresponding Janus retail fund.
(5)  The ratio was  1.74%,  1.35% and  1.40%,  respectively,  for the  Balanced,
     Flexible  Income and Short-Term Bond  Portfolios,  before waiver of certain
     fees and/or voluntary  reduction of advisor's fees to the effective rate of
     the corresponding Janus retail fund.
(6)  The ratio was  1.55%,  1.07% and  1.37%,  respectively,  for the  Balanced,
     Flexible  Income and Short-Term Bond  Portfolios,  before waiver of certain
     fees and/or voluntary  reduction of advisor's fees to the effective rate of
     the corresponding Janus retail fund.
    

JANUS ASPEN SERIES PROSPECTUS                                        May 1, 1996
                                       4
<PAGE>
UNDERSTANDING THE FINANCIAL HIGHLIGHTS

This  section  is  designed  to  help  you  better  understand  the  information
summarized in the Financial  Highlights  tables.  The tables  contain  important
historical  operating  information  that may be useful in making your investment
decision or  understanding  how your  investment has performed.  The Portfolios'
Annual  Report   contains   additional   information   about  each   Portfolio's
performance,  including a comparison  to an  appropriate  securities  index.  To
request  a copy of the  Annual  Report,  please  call or  write  your  insurance
company.

Net asset  value  (NAV) is the  value of a single  share of a  Portfolio.  It is
computed  by adding  the  value of all of a  Portfolio's  investments  and other
assets,  subtracting  any  liabilities  and dividing the result by the number of
shares  outstanding.  The difference  between line 1 and line 9 in the Financial
Highlights  tables  represents the change in value of a Portfolio's  shares over
the fiscal period, but not its total return.

Net investment  income is the per share amount of dividends and interest  income
earned on securities  held by a Portfolio,  less Portfolio  expenses.  Dividends
(from net investment  income) is the per share amount that a Portfolio paid from
net investment income.

Net gains or (losses)  on  securities  is the per share  increase or decrease in
value of the  securities a Portfolio  holds.  A gain (or loss) is realized  when
securities are sold. A gain (or loss) is unrealized when securities  increase or
decrease in value but are not sold.  Distributions  (from capital  gains) is the
per share amount that a Portfolio paid from net realized gains.

Total  Return  is  the  percentage  increase  or  decrease  in the  value  of an
investment over a stated period of time. A total return percentage includes both
changes in NAV and income.  For the purposes of calculating  total return, it is
assumed that dividends and distributions are reinvested at the NAV on the day of
the  distribution.  A PORTFOLIO'S  TOTAL RETURN CANNOT BE COMPUTED DIRECTLY FROM
THE FINANCIAL HIGHLIGHTS TABLES.

   
Ratio of net  expenses  to  average  net  assets is the  total of a  Portfolio's
operating  expenses  divided by its  average  net assets for the stated  period.
Ratio of gross  expenses to average net assets  does not reflect  reductions  in
expenses  through the use of brokerage  commissions and uninvested cash balances
earning interest with the Portfolio's custodian.
    

Ratio of net  investment  income to  average  net  assets is a  Portfolio's  net
investment income divided by its average net assets for the stated period.

Portfolio  turnover rate is a measure of the amount of a Portfolio's  buying and
selling activity. It is computed by dividing total purchases or sales, whichever
is less, by the average monthly market value of a Portfolio's securities.

PERFORMANCE TERMS

This section will help you  understand  various  terms that are commonly used to
describe a Portfolio's performance. You may see references to these terms in our
newsletters or  advertisements  (or those published by  participating  insurance
companies) and in media  articles.  Newsletters and  advertisements  may include
comparisons  of a Portfolio's  performance  to the  performance  of other mutual
funds,  mutual  fund  averages  or  recognized  stock  market  indices.   Growth
Portfolio,    Aggressive   Growth   Portfolio,   Worldwide   Growth   Portfolio,
International   Growth  Portfolio  and  Balanced  Portfolio   generally  measure
performance  in terms of total  return,  while  Flexible  Income  Portfolio  and
Short-Term Bond Portfolio generally use yield.

Cumulative  total return  represents  the actual rate of return on an investment
for a specified period. The Financial  Highlights tables show total return for a
single fiscal period.  Cumulative total return is generally quoted for more than
one year (e.g.,  the life of a  Portfolio).  A cumulative  total return does not
show interim fluctuations in the value of an investment.

Average annual total return  represents the average annual  percentage change of
an investment over a specified period. It is calculated by taking the cumulative
total return for the stated period and  determining  what constant annual return
would have produced the same cumulative return.  Average annual returns for more
than one year tend to smooth out variations in a Portfolio's  return and are not
the same as actual annual results.

Yield  shows  the rate of  income a  Portfolio  earns  on its  investments  as a
percentage  of the  Portfolio's  share  price.  It is  calculated  by dividing a
Portfolio's  net investment  income for a 30-day period by the average number of
shares entitled to receive  dividends and dividing the result by the Portfolio's
NAV per share at the end of the 30-day period. Yield does not include changes in
NAV.

Yields are calculated  according to standardized  SEC formulas and may not equal
the income on an investor's  account.  Yield is usually  quoted on an annualized
basis. An annualized  yield represents the amount you would earn if you remained
in a Portfolio  for a year and that  Portfolio  continued to have the same yield
for the entire year.

THE  PORTFOLIOS  IMPOSE NO SALES OR OTHER CHARGES THAT WOULD AFFECT TOTAL RETURN
OR YIELD COMPUTATIONS.  YIELD AND TOTAL RETURN FIGURES OF THE PORTFOLIOS INCLUDE
THE EFFECT OF DEDUCTING EACH PORTFOLIO'S  EXPENSES,  BUT MAY NOT INCLUDE CHARGES
AND  EXPENSES  ATTRIBUTABLE  TO  ANY  PARTICULAR  INSURANCE  PRODUCT.  PORTFOLIO
PERFORMANCE  FIGURES ARE BASED UPON  HISTORICAL  RESULTS AND ARE NOT INTENDED TO
INDICATE  FUTURE  PERFORMANCE.  INVESTMENT  RETURNS  AND NET  ASSET  VALUE  WILL
FLUCTUATE SO THAT SHARES,  WHEN  REDEEMED,  MAY BE WORTH MORE OR LESS THAN THEIR
ORIGINAL COST.

JANUS ASPEN SERIES PROSPECTUS                                        May 1, 1996
                                       5
<PAGE>
THE PORTFOLIOS IN DETAIL

This  section  takes a closer  look at the  Portfolios'  investment  objectives,
policies and the securities in which they invest.  Please  carefully  review the
"Additional  Risk  Factors"  section  of  this  Prospectus  for a more  detailed
discussion of the risks associated with certain investment techniques as well as
the risk spectrum on page 1. Appendix A contains a more detailed  description of
investment terms used throughout this Prospectus.  You should carefully consider
your  investment  goals,  time  horizon  and risk  tolerance  before  choosing a
Portfolio.

Each  Portfolio  has an  investment  objective  and policies that are similar to
those of a Janus retail fund, as illustrated in the chart below.  Although it is
anticipated  that each  Portfolio  and its  corresponding  retail fund will hold
similar securities, differences in asset size and cash flow needs as well as the
relative  weightings  of  securities  selections  may result in  differences  in
investment performance.  Expenses of each Portfolio and its corresponding retail
fund are expected to differ.  The variable contract owner will also bear various
insurance-related  costs at the insurance  company level.  You should review the
accompanying  separate  account  prospectus  for a summary of contract  fees and
expenses.

Policies that are noted as "fundamental" cannot be changed without a shareholder
vote. All other policies,  including each Portfolio's investment objective,  are
not  fundamental  and may be  changed  by the  Portfolios'  Trustees  without  a
shareholder vote. You will be notified of any such changes that are material. If
there is a material  change in a Portfolio's  objective or policies,  you should
consider  whether that  Portfolio  remains an  appropriate  investment  for your
variable insurance contract or qualified retirement plan.
- --------------------------------------------------------------------------------

EACH OF THE PORTFOLIOS HAS A SIMILAR INVESTMENT OBJECTIVE AND SIMILAR INVESTMENT
POLICIES TO AN EXISTING JANUS RETAIL FUND.

Growth Portfolio .................................................... Janus Fund

Aggressive Growth Portfolio .............................. Janus Enterprise Fund

Worldwide Growth Portfolio ................................ Janus Worldwide Fund

International Growth Portfolio ............................. Janus Overseas Fund

Balanced Portfolio ......................................... Janus Balanced Fund

Flexible Income Portfolio ........................... Janus Flexible Income Fund

Short-Term Bond Portfolio ........................... Janus Short-Term Bond Fund

GROWTH PORTFOLIO,  AGGRESSIVE  GROWTH PORTFOLIO,  WORLDWIDE GROWTH PORTFOLIO AND
INTERNATIONAL  GROWTH  PORTFOLIO ARE DESIGNED FOR  LONG-TERM  INVESTORS WHO SEEK
GROWTH OF CAPITAL ONLY AND WHO CAN TOLERATE THE GREATER  RISKS  ASSOCIATED  WITH
COMMON STOCK INVESTMENTS.

GROWTH PORTFOLIO

The investment  objective of this Portfolio is long-term  growth of capital in a
manner  consistent  with  the  preservation  of  capital.  It  is a  diversified
portfolio  that pursues its objective by investing in common stocks of companies
of any size.  This  Portfolio  generally  invests  in larger,  more  established
issuers.

AGGRESSIVE GROWTH PORTFOLIO

The investment objective of this Portfolio is long-term growth of capital. It is
a  nondiversified  portfolio that pursues its  investment  objective by normally
investing at least 50% of its equity assets in securities issued by medium-sized
companies.  Medium-sized  companies are those whose market  capitalizations fall
within the range of companies in the S&P MidCap 400 Index (the "MidCap  Index").
Companies  whose  capitalization  falls outside this range after the Portfolio's
initial  purchase  continue  to be  considered  medium-sized  companies  for the
purpose of this  policy.  As of December 29,  1995,  the MidCap  Index  included
companies  with  capitalizations  between  approximately  $118  million  to $7.5
billion. The range of the MidCap Index is expected to change on a regular basis.
Subject to the above policy,  the Portfolio may also invest in smaller or larger
issuers.

WORLDWIDE GROWTH PORTFOLIO

The investment  objective of this Portfolio is long-term  growth of capital in a
manner  consistent  with  the  preservation  of  capital.  It  is a  diversified
portfolio  that pursues its objective  primarily  through  investments in common
stocks of foreign and domestic  issuers.  The Portfolio has the  flexibility  to
invest  on a  worldwide  basis  in  companies  and  organizations  of any  size,
regardless of country of organization or place of principal  business  activity.
Worldwide  Growth  Portfolio  normally  invests  in  issuers  from at least five
different  countries,  including the United  States.  The Portfolio may at times
invest in fewer than five countries or even a single country.

INTERNATIONAL GROWTH PORTFOLIO

The investment objective of this Portfolio is long-term growth of capital. It is
a diversified portfolio that pursues its objective primarily through investments
in common stocks of issuers located outside the United States. The Portfolio has
the  flexibility  to  invest  on  a  worldwide  basis  in  companies  and  other
organizations  of any size,  regardless of country of  organization  or place of
principal business activity.  The Portfolio 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  Portfolio   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.

TYPES OF INVESTMENTS

Each of these  Portfolios  invests  primarily  in common  stocks of foreign  and
domestic companies.  However, the percentage of each Portfolio's assets invested
in common  stocks  will vary and each  Portfolio  may at times hold  substantial
positions  in cash  equivalents  or interest  bearing  securities.  See "General
Portfolio  Policies" on page 10. Each Portfolio may invest to a lesser degree in
other types of securities  including  preferred  stocks,  warrants,  convertible
securities  and  debt  securities  when  its  portfolio   manager  perceives  an
opportunity  for capital  growth from such  securities or to receive a return on
idle cash.  Debt and other  income-producing  securities that the Portfolios may
purchase  include those described with respect to Flexible  Income  Portfolio on
page 8, except that Growth Portfolio's, Aggressive Growth

JANUS ASPEN SERIES PROSPECTUS                                        May 1, 1996
                                       6
<PAGE>
Portfolio's,  Worldwide Growth Portfolio's and International  Growth Portfolio's
investments in high-yield/high-risk securities will not exceed 35% of net assets
and investments in mortgage- and asset-backed  securities will not exceed 25% of
assets.

Although  Worldwide  Growth  Portfolio and  International  Growth  Portfolio are
committed to foreign investing, Growth Portfolio and Aggressive Growth Portfolio
may also  invest  without  limit in  foreign  equity  and debt  securities.  The
Portfolios 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 ("PFICs").  These Portfolios may use futures,  options and
other  derivatives for hedging purposes or as a means of enhancing  return.  See
"Additional  Risk Factors" on page 11 for a discussion  of the risks  associated
with foreign  investing and  derivatives.  Some  securities  that the Portfolios
purchase may be issued on a when-issued,  delayed delivery or forward commitment
basis.

THE FOLLOWING QUESTIONS ARE DESIGNED TO HELP YOU BETTER UNDERSTAND AN INVESTMENT
IN GROWTH PORTFOLIO,  AGGRESSIVE GROWTH PORTFOLIO, WORLDWIDE GROWTH PORTFOLIO OR
INTERNATIONAL GROWTH PORTFOLIO.

HOW ARE COMMON STOCKS SELECTED?
Each of these  Portfolios  invests  substantially  all of its  assets  in common
stocks to the extent its portfolio  manager  believes  that the relevant  market
environment favors profitable investing in those securities.  Portfolio managers
generally  take a "bottom up" approach to building  their  portfolios.  In other
words, they seek to identify individual companies with earnings growth potential
that may not be recognized by the market at large. Although themes may emerge in
any Portfolio,  securities are generally  selected without regard to any defined
industry sector or other similarly defined selection  procedure.  Realization of
income is not a significant  investment  consideration.  Any income  realized on
these Portfolios' investments will be incidental to its objective.

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

ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?
Generally,   yes.   Portfolio  managers  seek  companies  with  earnings  growth
potential,  regardless of country of organization or place of principal business
activity.  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. See "Additional Risk Factors" on page 11.

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

WHAT IS THE MAIN RISK OF INVESTING IN A COMMON STOCK FUND?
The fundamental  risk associated with any common stock fund is the risk that the
value of the stocks it holds  might  decrease.  Stock  values may  fluctuate  in
response to the  activities of an  individual  company or in response to general
market and  economic  conditions.  Historically,  common  stocks  have  provided
greater long-term returns and have entailed greater  short-term risks than other
investment  choices.  Smaller or newer  issuers are more likely to realize  more
substantial growth as well as suffer more significant losses than larger or more
established issuers. Investments in such companies can be both more volatile and
more speculative. See "Additional Risk Factors" on page 11.

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

WHAT IS MEANT BY "MARKET CAPITALIZATION"?
Market capitalization is the most commonly used measure of the size and value of
a company.  It is computed by multiplying the current market price of a share of
the  company's  stock by the total  number of its shares  outstanding.  As noted
previously,  market  capitalization  is an  important  investment  criteria  for
Aggressive  Growth Portfolio which may invest in small to medium sized companies
to a greater degree.  Although Growth Portfolio,  Worldwide Growth Portfolio and
International  Growth  Portfolio do not  emphasize  companies of any  particular
size,  Portfolios  with a larger asset base are more likely to invest in larger,
more-established issuers.

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

HOW DOES A DIVERSIFIED PORTFOLIO DIFFER FROM A NONDIVERSIFIED PORTFOLIO?
Diversification is a means of reducing risk by investing a Portfolio's assets in
a broad range of stocks or other securities.  A  "nondiversified"  portfolio has
the ability to take larger positions in a smaller number of issuers. Because the
appreciation  or depreciation of a single stock may have a greater impact on the
NAV of a nondiversified  portfolio, its share price can be expected to fluctuate
more than a comparable diversified  portfolio.  Aggressive Growth Portfolio is a
nondiversified portfolio.

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

HOW DO THESE PORTFOLIOS TRY TO REDUCE RISK?
Diversification of a Portfolio's assets reduces the effect of any single holding
on its overall  portfolio  value. A Portfolio may also use futures,  options and
other  derivative  instruments  to  protect  its  portfolio  from  movements  in
securities'  prices and  interest  rates.  The  Portfolios  may use a variety of
currency hedging  techniques,  including forward currency  contracts,  to manage
exchange rate risk when investing  directly in foreign markets.  See "Additional
Risk  Factors" on page 11. In addition,  to the extent that a Portfolio  holds a
larger cash  position,  it may not  participate  in market  declines to the same
extent as if the Portfolio remained more fully invested in common stocks.

JANUS ASPEN SERIES PROSPECTUS                                        May 1, 1996
                                       7
<PAGE>
BALANCED  PORTFOLIO  IS DESIGNED  FOR  INVESTORS  WHO  PRIMARILY  SEEK GROWTH OF
CAPITAL WITH A DEGREE OF EMPHASIS ON INCOME.  IT IS NOT  DESIGNED FOR  INVESTORS
WHO DESIRE A CONSISTENT LEVEL OF INCOME.

BALANCED PORTFOLIO

The  investment  objective  of  this  Portfolio  is  long-term  capital  growth,
consistent with  preservation of capital and balanced by current income. It is a
diversified portfolio that, under normal circumstances, pursues its objective by
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 Portfolio normally invests at least 25% of its assets in
fixed-income  senior  securities,  which include debt  securities  and preferred
stocks.

TYPES OF INVESTMENTS

Balanced Portfolio may invest in the types of investments  previously  described
on pages 5-6.  The  Portfolio  may also invest in the types of  income-producing
securities  described  below  for  Flexible  Income  Portfolio  except  that its
investments  in junk bonds will not exceed 35% of net assets and  investments in
mortgage- and asset-backed securities will not exceed 25% of assets.

THE FOLLOWING QUESTIONS ARE DESIGNED TO HELP YOU BETTER UNDERSTAND AN INVESTMENT
IN BALANCED PORTFOLIO.

HOW ARE ASSETS  ALLOCATED  BETWEEN THE GROWTH AND INCOME  COMPONENTS OF BALANCED
PORTFOLIO?
Balanced  Portfolio  may invest in a  combination  of common  stocks,  preferred
stocks,   convertible   securities,   debt  securities  and  other  fixed-income
securities.  Balanced  Portfolio may shift assets  between the growth and income
components  of its  portfolio  based  on its  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,  then the Portfolio will
place a greater emphasis on the growth component.

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

WHAT TYPES OF SECURITIES MAKE UP THE GROWTH COMPONENT OF BALANCED PORTFOLIO?
The growth component of Balanced  Portfolio is expected to consist  primarily of
common stocks. The selection criteria for common stocks are described on page 7.
Because income is a part of the investment objective of Balanced Portfolio,  the
portfolio  manager may  consider  dividend-paying  characteristics  to a greater
degree  in  selecting  equity  securities.  Balanced  Portfolio  may  also  find
opportunities  for capital  growth from debt  securities  because of anticipated
changes in interest rates,  credit  standing,  currency  relationships  or other
factors.

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

WHAT TYPES OF SECURITIES MAKE UP THE INCOME COMPONENT OF BALANCED PORTFOLIO?
The  income  component  of  Balanced  Portfolio  may  consist  of all  types  of
income-producing  securities,  including  common stocks  selected  primarily for
their dividend payments,  preferred stocks, convertible securities and all types
of debt  securities.  Income-producing  securities  are used to  produce  a more
consistent total return than the portfolio  manager may attain through investing
solely in growth stocks. However,  Balanced Portfolio is not designed to produce
a consistent level of income.

FLEXIBLE  INCOME  PORTFOLIO AND SHORT-TERM BOND PORTFOLIO ARE DESIGNED FOR THOSE
INVESTORS WHO PRIMARILY SEEK CURRENT INCOME.

FLEXIBLE INCOME PORTFOLIO

The  investment  objective of this  Portfolio is to obtain maximum total return,
consistent  with  preservation of capital.  The Portfolio  pursues its objective
primarily through  investments in income-producing  securities.  Total return is
expected  to  result  from  a   combination   of  current   income  and  capital
appreciation,  although income will normally be the dominant  component of total
return. As a fundamental  policy, this Portfolio will invest at least 80% of its
assets in income-producing securities.

Flexible  Income  Portfolio  may invest in a wide  variety  of  income-producing
securities including corporate bonds and notes, government securities, preferred
stock,  income-producing  common stocks, debt securities that are convertible or
exchangeable  into equity  securities,  and debt securities that carry with them
the right to acquire equity  securities as evidenced by warrants  attached to or
acquired  with the  securities.  The  Portfolio may invest to a lesser degree in
common stocks, other equity securities or debt securities that are not currently
paying  dividends or interest.  The  Portfolio  may purchase  securities  of any
maturity and quality and the average  maturity and quality of its  portfolio may
vary substantially.

Flexible  Income  Portfolio  may invest  without  limit in  foreign  securities,
including  those of corporate and government  issuers.  The Portfolio may invest
without  limit  in  high-yield/high-risk  securities  and may  have  substantial
holdings of such  securities.  The risks of foreign  securities  and  high-yield
securities are described under "Additional Risk Factors" on page 11.

JANUS ASPEN SERIES PROSPECTUS                                        May 1, 1996
                                       8
<PAGE>
SHORT-TERM BOND PORTFOLIO

The investment objective of this Portfolio is to seek as high a level of current
income as is consistent with preservation of capital.  The Portfolio pursues its
objective by investing  primarily in short- and  intermediate-term  fixed-income
securities.  Under normal  circumstances,  it is expected that this  Portfolio's
dollar-weighted average portfolio maturity will not exceed three years.

Short-Term  Bond  Portfolio  will normally  invest at least 65% of its assets in
debt securities.  Subject to this policy and subject to its maturity limits, the
Portfolio  may  invest in the types of  securities  previously  described  under
Flexible Income  Portfolio  except that its investments in  high-yield/high-risk
bonds will not exceed 35% of net assets.

TYPES OF INVESTMENTS

Subject to the specific  investment  policies of each Portfolio discussed above,
Flexible  Income  Portfolio  and  Short-Term  Bond  Portfolio may also invest in
mortgage- and asset-backed  securities  (unlimited for Flexible Income Portfolio
and up to 25% of assets for Short-Term Bond Portfolio); zero coupon bonds (up to
10% of assets);  high-yield/high-risk  securities (unlimited for Flexible Income
Portfolio,  up to 35% of net assets for Short-Term Bond  Portfolio);  securities
purchased on a when-issued,  delayed delivery or forward  commitment  basis; and
indexed/structured  securities.  In addition,  each  Portfolio  may use futures,
options and other  derivatives for hedging purposes or for other purposes,  such
as  enhancing  return.  See  "Additional  Risk  Factors"  on page  11.  When its
portfolio  manager is unable to locate investment  opportunities  with favorable
risk/reward characteristics, the cash position of any Portfolio may increase and
the  Portfolio  may  have  substantial  holdings  of  cash  or  cash  equivalent
short-term obligations. See "General Portfolio Policies" on page 10.

THE FOLLOWING QUESTIONS ARE DESIGNED TO HELP YOU BETTER UNDERSTAND AN INVESTMENT
IN FLEXIBLE INCOME PORTFOLIO OR SHORT-TERM BOND PORTFOLIO.

HOW DO INTEREST RATES AFFECT THE VALUE OF MY INVESTMENT?
A  fundamental  risk  associated  with any fund  that  invests  in  fixed-income
securities  (e.g.,  a bond fund) is the risk that the value of the securities it
holds will rise or fall as interest  rates  change.  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. A bond fund's
average-weighted maturity and its duration are measures of how the portfolio may
react to interest rate changes.

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

WHAT IS MEANT BY A PORTFOLIO'S "AVERAGE-WEIGHTED MATURITY"?
The stated  maturity of a bond is the date when the issuer must repay the bond's
entire  principal  value to an investor,  such as a Portfolio.  A bond's term to
maturity is the number of years remaining to maturity. A bond fund does not have
a stated maturity, but it does have an average-weighted maturity. This number is
calculated by averaging the terms to maturity of bonds held by a Portfolio  with
each  maturity  "weighted"  according  to the  percentage  of net assets that it
represents.

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

WHAT IS MEANT BY A PORTFOLIO'S "DURATION"?
A bond's  duration  indicates the time it will take an investor to recoup his or
her 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 fund is calculated by averaging the
duration of bonds held by a Portfolio with each duration "weighted" according to
the percentage of net assets that it represents.  Because duration  accounts for
interest  payments,  a Portfolio's  duration is usually shorter than its average
maturity.

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

HOW DO FLEXIBLE INCOME  PORTFOLIO AND SHORT-TERM BOND PORTFOLIO  MANAGE INTEREST
RATE RISK?
Each of these Portfolios may vary the average-weighted maturity of its portfolio
to reflect its  portfolio  manager's  analysis of interest rate trends and other
factors.  A Portfolio's  average-weighted  maturity will tend to be shorter when
its  portfolio  manager  expects  interest  rates  to rise and  longer  when its
portfolio  manager  expects  interest rates to fall. The Portfolios may also use
futures,  options  and other  derivatives  to manage  interest  rate  risk.  See
"Additional Risk Factors" on page 11.

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

WHAT IS MEANT BY "CREDIT QUALITY"?
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.

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

HOW IS CREDIT QUALITY MEASURED?
Ratings  published by nationally  recognized  rating agencies such as Standard &
Poor's Ratings Services ("Standard &Poor's") and Moody's Investors Service, Inc.
("Moody's")

JANUS ASPEN SERIES PROSPECTUS                                        May 1, 1996
                                       9
<PAGE>
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 Appendix B for a description of rating categories.

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

HOW DO THE FLEXIBLE INCOME  PORTFOLIO AND SHORT-TERM BOND PORTFOLIO  DIFFER FROM
EACH OTHER?
These  Portfolios  differ in terms of the credit quality and average maturity of
the securities in which they invest.  Although both Portfolios  invest primarily
in corporate bonds,  Flexible Income Portfolio may invest to a greater degree in
securities  with  relatively  higher  credit  risk and  interest  rate risk than
Short-Term Bond Portfolio.

GENERAL PORTFOLIO POLICIES

Unless otherwise  stated,  each of the following  policies applies to all of the
Portfolios.  The percentage limitations included in these policies and elsewhere
in this  Prospectus  apply only at the time of  purchase  of the  security.  For
example,  if a Portfolio  exceeds a limit as a result of market  fluctuations or
the  sale of  other  securities,  it will  not be  required  to  dispose  of any
securities.

CASH POSITION
When a Portfolio's manager believes that market conditions are not favorable for
profitable investing or when the portfolio manager is otherwise unable to locate
favorable investment opportunities, a Portfolio's investments may be hedged to a
greater  degree and/or its cash or similar  investments  may increase.  In other
words,  the  Portfolios  do not always stay fully  invested in stocks and bonds.
Cash or similar  investments  are a residual - they  represent  the assets  that
remain after a portfolio  manager has  committed  available  assets to desirable
investment   opportunities.   Partly   because  the   portfolio   managers   act
independently  of each other,  the cash  positions  of the  Portfolios  may vary
significantly. Larger hedged positions and/or larger cash positions may serve as
a means of preserving capital in unfavorable market conditions.

Securities  that the  Portfolios may invest in as means of receiving a return on
idle  cash  include  high-grade  commercial  paper,   certificates  of  deposit,
repurchase  agreements or other short-term debt obligations.  The Portfolios may
also invest in money market funds  (including  funds managed by Janus  Capital).
When a  Portfolio's  investments  in cash or  similar  investments  increase,  a
Portfolio may not  participate  in stock or bond market  advances or declines to
the same extent that it would if the Portfolio  remained more fully  invested in
stocks or bonds.

DIVERSIFICATION
The  Investment  Company  Act of 1940 (the  "1940  Act")  classifies  investment
companies as either diversified or nondiversified. All of the Portfolios (except
Aggressive  Growth  Portfolio)  qualify as diversified funds under the 1940 Act.
The Portfolios are subject to the following diversification requirements:

o    As a  fundamental  policy,  no  Portfolio  may  own  more  than  10% of the
     outstanding voting shares of any issuer.

o    As a  fundamental  policy,  with  respect  to 50% of the  total  assets  of
     Aggressive  Growth  Portfolio  and 75% of the  total  assets  of the  other
     Portfolios, no Portfolio will purchase a security of any issuer (other than
     cash items and U.S. government  securities,  as defined in the 1940 Act) if
     such purchase  would cause a Portfolio's  holdings of that issuer to amount
     to more than 5% of that Portfolio's total assets.

o    No Portfolio will invest more than 25% of its assets in a single issuer.

INTERNAL REVENUE SERVICE (IRS) LIMITATIONS
In addition to the  diversification  requirements  stated above,  each Portfolio
intends to comply with the diversification requirements currently imposed by the
IRS on separate  accounts of insurance  companies as a condition of  maintaining
the tax-deferred status of variable contracts.  More specific information may be
contained in the participating insurance company's separate account prospectus.

INDUSTRY CONCENTRATION
As a  fundamental  policy,  no Portfolio  will invest more than 25% of its total
assets in any particular industry. This policy does not apply to U.S. government
securities.

PORTFOLIO TURNOVER
Each Portfolio generally intends to purchase securities for long-term investment
rather than short-term gains. However,  short-term  transactions may 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  initial  investment
decision.  Changes  are  made in a  Portfolio  whenever  its  portfolio  manager
believes such changes are desirable.  Portfolio turnover rates are generally not
a factor in making buy and sell decisions.

To a limited  extent,  a Portfolio may purchase  securities in  anticipation  of
relatively  short-term  price gains.  A Portfolio may also sell one security and
simultaneously  purchase the same or  comparable  security to take  advantage of
short-term   differentials  in  bond  yields  or  securities  prices.  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.  Certain  tax rules may  restrict  the  Portfolios'  ability to engage in
short-term trading if a security has been held for less than three months.

JANUS ASPEN SERIES PROSPECTUS                                        May 1, 1996
                                       10
<PAGE>
ILLIQUID INVESTMENTS
Each  Portfolio may invest up to 15% of its net assets in illiquid  investments,
including restricted  securities or private placements that are not deemed to be
liquid by Janus Capital.  An illiquid investment is a security or other position
that  cannot be  disposed  of  quickly in the normal  course of  business.  Some
securities  cannot be sold to the U.S.  public because of their terms or because
of SEC  regulations.  Janus Capital may determine that securities that cannot be
sold to the U.S.  public but that can be sold to  institutional  investors  (for
example,  Rule 144A securities) are liquid. Janus Capital will follow guidelines
established  by the  Trustees  of the Trust  ("Trustees")  in  making  liquidity
determinations  for  Rule  144A  securities  and  other  securities,   including
privately placed commercial paper.

BORROWING AND LENDING
Each Portfolio may borrow money and lend securities or other assets, as follows:

o    Each  Portfolio  may borrow money for  temporary  or emergency  purposes in
     amounts up to 25% of its total assets.

o    Each Portfolio may mortgage or pledge securities as security for borrowings
     in amounts up to 15% of its net assets.

o    As a fundamental policy, each Portfolio may lend securities or other assets
     if, as a result,  no more  than 25% of its  total  assets  would be lent to
     other parties.

Each Portfolio  intends to seek  permission from the SEC to borrow money from or
lend money to each other and other funds that permit such  transactions  and for
which Janus Capital serves as investment adviser. All such borrowing and lending
will be subject to the above percentage limits.  There is no assurance that such
permission will be granted.

ADDITIONAL RISK FACTORS

FOREIGN SECURITIES

INVESTMENTS  IN FOREIGN  SECURITIES,  INCLUDING  THOSE OF  FOREIGN  GOVERNMENTS,
INVOLVE GREATER RISKS THAN INVESTING IN COMPARABLE DOMESTIC SECURITIES.

Securities of some foreign companies and governments may be traded in the United
States, but many foreign securities are traded primarily in foreign markets. The
risks of foreign investing include:

o    Currency  Risk.  A  Portfolio  may buy the  local  currency  when it buys a
     foreign currency  denominated  security and sell the local currency when it
     sells the security.  As long as a Portfolio holds a foreign  security,  its
     value will be affected by the value of the local  currency  relative to the
     U.S. dollar.  When a Portfolio sells a foreign  security,  its value may be
     worth less in U.S.  dollars even though the security  increases in value in
     its home country. U.S. dollar denominated securities of foreign issuers may
     also be affected by currency risk.

o    Political  and  Economic  Risk.  Foreign  investments  may  be  subject  to
     heightened political and economic risks,  particularly in underdeveloped or
     developing  countries  which may have relatively  unstable  governments and
     economies based on only a few industries.  In some countries,  there is the
     risk that the  government  may take  over the  assets  or  operations  of a
     company or that the government may impose taxes or limits on the removal of
     a Portfolio's assets from that country.

o    Regulatory  Risk.  There  may be less  government  supervision  of  foreign
     markets.  Foreign  issuers  may not be subject to the  uniform  accounting,
     auditing and financial  reporting  standards  and  practices  applicable to
     domestic issuers.  There may be less publicly  available  information about
     foreign issuers than domestic issuers.

o    Market   Risk.   Foreign   securities   markets,   particularly   those  of
     underdeveloped  or  developing  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. There
     may be limited legal  recourse  against an issuer in the event of a default
     on a debt instrument.

o    Transaction  Costs.   Transaction  costs  of  buying  and  selling  foreign
     securities,  including  brokerage,  tax and custody  costs,  are  generally
     higher than those involved in domestic transactions.

INVESTMENTS IN SMALLER COMPANIES

SMALLER OR NEWER COMPANIES MAY SUFFER MORE SIGNIFICANT LOSSES AS WELL AS REALIZE
MORE SUBSTANTIAL GROWTH THAN LARGER OR MORE ESTABLISHED ISSUERS.

Smaller or newer  companies may lack depth of management,  they may be unable to
generate  funds  necessary for growth or potential  development,  or they may 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 be  subject  to  intense
competition from larger or more established companies.  Securities of smaller or
newer  companies  may have more  limited  trading  markets  than the markets for
securities of larger or more  established  issuers,  and may be subject to wider
price  fluctuations.  Investments in such companies tend to be more volatile and
somewhat more speculative.

FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS
Each Portfolio may enter into futures contracts on securities, financial indices
and foreign currencies and options on such contracts  ("futures  contracts") and
may invest in options on securities,  financial  indices and foreign

JANUS ASPEN SERIES PROSPECTUS                                        May 1, 1996
                                       11
<PAGE>
currencies   ("options"),   forward   contracts  and  interest  rate  swaps  and
swap-related products (collectively  "derivative  instruments").  The Portfolios
intend to use most derivative  instruments  primarily to hedge against potential
adverse  movements in securities  prices,  foreign  currency markets or interest
rates. To a limited extent,  the Portfolios may also use derivative  instruments
for  non-hedging  purposes such as seeking to increase a  Portfolio's  income or
otherwise  seeking  to  enhance  return.  Please  refer  to  Appendix  A to this
Prospectus and the SAI for a more detailed discussion of these instruments.

The  use  of  derivative   instruments  exposes  the  Portfolios  to  additional
investment risks and transaction  costs. Risks inherent in the use of derivative
instruments include:

o    the risk that interest rates,  securities  prices and currency markets will
     not move in the direction that a portfolio manager anticipates;

o    imperfect  correlation  between  the price of  derivative  instruments  and
     movements in the prices of the  securities,  interest  rates or  currencies
     being hedged;

o    the fact that skills  needed to use these  strategies  are  different  from
     those needed to select portfolio securities;

o    inability  to close out  certain  hedged  positions  to avoid  adverse  tax
     consequences;

o    the  possible  absence  of a liquid  secondary  market  for any  particular
     instrument and possible  exchange-imposed  price fluctuation limits, either
     of which may make it difficult or  impossible  to close out a position when
     desired;

o    leverage  risk,  that is,  the risk  that  adverse  price  movements  in an
     instrument  can result in a loss  substantially  greater than a Portfolio's
     initial investment in that instrument (in some cases, the potential loss is
     unlimited); and

o    particularly in the case of privately-negotiated instruments, the risk that
     the counterparty will fail to perform its obligations,  which could leave a
     Portfolio worse off than if it had not entered into the position.

Although the Portfolios  believe the use of derivative  instruments will benefit
the Portfolios,  a Portfolio's  performance could be worse than if the Portfolio
had not used  such  instruments  if the  portfolio  manager's  judgement  proves
incorrect.

When a  Portfolio  invests in a  derivative  instrument,  it may be  required to
segregate  cash  and  other  high-grade   liquid  assets  or  certain  portfolio
securities  with its  custodian  to "cover"  the  Portfolio's  position.  Assets
segregated  or set  aside  generally  may  not be  disposed  of so  long  as the
Portfolio  maintains the positions requiring  segregation or cover.  Segregating
assets could diminish the Portfolio's  return due to the  opportunity  losses of
foregoing other potential investments with the segregated assets.

   
HIGH-YIELD/HIGH-RISK SECURITIES
High-yield/high-risk  securities  (or "junk"  bonds) are debt  securities  rated
below investment grade by the primary rating agencies (such as Standard & Poor's
and  Moody's).  Please  refer to  Appendix B for a  description  of bond  rating
categories.  The Portfolios expect that holdings of lower quality securities, if
any,  will  consist  primarily  of  bonds  rated  in the  highest  two  tiers of
noninvestment grade securities.
    

The value of lower quality securities generally is more dependent on the ability
of the issuer to meet interest and principal  payments (i.e.,  credit risk) than
is the case for  higher  quality  securities.  Conversely,  the  value of higher
quality  securities  may be more sensitive to interest rate movements than lower
rated  securities.  Issuers  of  high-yield  securities  may  not  be as  strong
financially  as those issuing bonds with higher credit  ratings.  Investments in
such  companies  are  considered  to be more  speculative  than  higher  quality
investments.

Issuers  of  high-yield  securities  are more  vulnerable  to real or  perceived
economic  changes (for  instance,  an economic  downturn or prolonged  period of
rising interest rates),  political changes or adverse  developments  specific to
the issuer.  Adverse  economic,  political or other  developments may impair the
issuer's  ability  to  service  principal  and  interest  obligations,  to  meet
projected business goals and to obtain additional financing, particularly if the
issuer is  highly  leveraged.  In the  event of a  default,  a  Portfolio  would
experience  a reduction  of its income and could  expect a decline in the market
value of the defaulted securities.

The market for lower quality securities is generally less liquid than the market
for higher quality bonds.  Adverse publicity and investor perceptions as well as
new or proposed laws may also have a greater  negative  impact on the market for
lower quality  securities.  Unrated debt, while not necessarily of lower quality
than  rated  securities,  may not  have as  broad a  market  as  higher  quality
securities.

The  market  prices  of  high-yield  securities  structured  as zero  coupon  or
pay-in-kind  securities  are generally  affected to a greater extent by interest
rate changes and tend to be more  volatile  than  securities  which pay interest
periodically.  In addition, zero coupon,  pay-in-kind and delayed interest bonds
often do not pay interest until maturity. However, the Portfolios must recognize
a computed  amount of interest  income and pay  dividends to  shareholders  even
though it has received no cash. In some  instances,  the  Portfolios may have to
sell securities to have sufficient cash to pay the dividends.

SPECIAL SITUATIONS
Each Portfolio may invest in "special  situations"  from time to time. A special
situation arises when, in the opinion of a Portfolio's  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.
Investment in special  situations  may carry an  additional  risk of loss in the
event that the  anticipated  development  does not occur or does not attract the
expected attention.

See Appendix A for risks associated with certain other investments.

JANUS ASPEN SERIES PROSPECTUS                                        May 1, 1996
                                       12
<PAGE>
MANAGEMENT OF THE PORTFOLIOS

TRUSTEES

The Trustees  oversee the business  affairs of the Trust and are responsible for
major decisions relating to each Portfolio's  investment objective and policies.
The  Trustees  delegate  the  day-to-day  management  of the  Portfolios  to the
officers  of the Trust and meet at least  quarterly  to review  the  Portfolios'
investment policies, performance, expenses and other business affairs.

INVESTMENT ADVISER

Janus  Capital,  100  Fillmore  Street,  Denver,  Colorado  80206-4923,  is  the
investment  adviser  to  each  of the  Portfolios  and is  responsible  for  the
day-to-day management of the investment portfolios and other business affairs of
the Portfolios.

Janus Capital has served as investment adviser to Janus Fund since its inception
in 1970 and currently  serves as  investment  adviser to all of the Janus retail
funds,  as well as adviser or subadviser  to other mutual funds and  individual,
corporate, charitable and retirement accounts.

Kansas City Southern  Industries,  Inc.  ("KCSI") owns  approximately 83% of the
outstanding  voting stock of Janus  Capital,  most of which it acquired in 1984.
KCSI is a publicly traded holding company whose primary subsidiaries are engaged
in  transportation,  information  processing and financial  services.  Thomas H.
Bailey, President and Chairman of the Board of Janus Capital, owns approximately
12% of its voting stock and, by agreement with KCSI, selects a majority of Janus
Capital's Board.

Janus Capital furnishes  continuous advice and  recommendations  concerning each
Portfolio's  investments.  Janus Capital also furnishes certain  administrative,
compliance and accounting services for the Portfolios,  and may be reimbursed by
the Portfolios 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 Portfolios and pays the salaries,  fees and expenses of all
Portfolio officers and those Trustees who are affiliated with Janus Capital.

Participating  insurance  companies  that  purchase the  Portfolios'  shares may
perform  certain  administrative  services  relating to the Portfolios and Janus
Capital or the Portfolios may pay those companies for such services.

INVESTMENT PERSONNEL

James P. Craig,  III is Chief  Investment  Officer of Janus Capital.  He is also
Executive Vice President and portfolio manager of Growth Portfolio, which he has
managed  since 1994.  Mr.  Craig  previously  managed  Balanced  Portfolio  from
September  1993 through April 1996. He has managed Janus Fund since 1986,  Janus
Venture Fund from its  inception to December  1993 and Janus  Balanced Fund from
December  1993 through  December  1995.  He holds a Bachelor of Arts in Business
from the  University of Alabama and a Master of Arts in Finance from the Wharton
School of the University of Pennsylvania.

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

James P. Goff is Executive  Vice  President and portfolio  manager of Aggressive
Growth  Portfolio.  Mr. Goff joined Janus  Capital in 1988 and has managed Janus
Enterprise Fund since its inception and has co-managed  Janus Venture Fund since
December 1993. He holds a Bachelor of Arts in Economics from Yale University and
is a Chartered Financial Analyst.

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

Helen Young Hayes is Executive Vice President and portfolio manager of Worldwide
Growth  Portfolio and  International  Growth  Portfolio.  Ms. Hayes joined Janus
Capital in 1987 and has managed or  co-managed  Janus  Worldwide  Fund and Janus
Overseas Fund since their inceptions.  She holds a Bachelor of Arts in Economics
from Yale University and is a Chartered Financial Analyst.

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

Blaine P. Rollins is Executive Vice President and portfolio  manager of Balanced
Portfolio, which he has managed since May 1996. Mr. Rollins joined Janus Capital
in 1990 and has  managed  Janus  Balanced  Fund since  January  1996.  He gained
experience  as a  fixed-income  trader  and  equity  research  analyst  prior to
assuming  management  responsibility  for the Portfolio.  He holds a Bachelor of
Science in Finance from the University of Colorado and is a Chartered  Financial
Analyst.

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

Sandy R.  Rufenacht  is  Executive  Vice  President  and  portfolio  manager  of
Short-Term  Bond Portfolio,  which he has managed since May 1996. Mr.  Rufenacht
joined  Janus  Capital in 1990 and has  managed  Janus  Intermediate  Government
Securities  Fund and Janus  Short-Term  Bond Fund since January 1996. He holds a
Bachelor of Arts in Business from the University of Northern Colorado.

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

   
Ronald V. Speaker is Executive Vice President and portfolio  manager of Flexible
Income  Portfolio,  which  he  has  managed  since  its  inception.  He  managed
Short-Term Bond Portfolio from its inception through April 1996 and also manages
Janus  High-Yield  Fund and the High-Yield  Portfolio of the Trust.  Mr. Speaker
joined Janus Capital in 1986. He has managed  Janus  Flexible  Income Fund since
December  1991 and  previously  managed  each of Janus  Intermediate  Government
Securities Fund,  Janus  Short-Term Bond Fund and Janus Federal  Tax-Exempt Fund
from  inception  through  December  1995. He holds a Bachelor of Arts in Finance
from the University of Colorado and is a Chartered Financial Analyst.
    

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

PERSONAL INVESTING
Janus  Capital  permits  investment  and other  personnel  to purchase  and sell
securities for their own accounts,  subject to Janus Capital's  policy governing
personal  investing.  Janus  Capital's  policy  requires  investment  and  other
personnel to conduct their personal investment activities in a manner that Janus
Capital  believes is not  detrimental to the Portfolios or Janus Capital's other
advisory clients. See the SAI for more detailed information.

JANUS ASPEN SERIES PROSPECTUS                                        May 1, 1996
                                       13
<PAGE>
BREAKDOWN OF MANAGEMENT EXPENSES AND EXPENSE LIMITS

Each Portfolio  pays Janus Capital a management fee which is accrued daily.  The
advisory  agreement with each Portfolio  spells out the management fee and other
expenses that the Portfolios  must pay. Each of the Portfolios is subject to the
following management fee schedule (expressed as an annual rate):


<TABLE>
<CAPTION>
                                        Average Daily Net        Annual Rate        Expense Limit
Fee Schedule                            Assets of Portfolio      Percentage (%)     Percentage (%)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                      <C>                <C>
Growth Portfolio                        First $ 30 Million       1.00*              2.50**
Aggressive Growth Portfolio             Next $270 Million         .75
Worldwide Growth Portfolio              Next $200 Million         .70
International Growth Portfolio and      Over $500 Million         .65
Balanced Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
Flexible Income Portfolio               First $300 Million        .65               1.00
                                        Over $300 Million         .55
- ------------------------------------------------------------------------------------------------------------------------------------
Short-Term Bond Portfolio               First $300 Million        .65                .65
                                        Over $300 Million         .55
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
   
*    Janus  Capital has agreed to reduce each  Portfolio's  advisory  fee to the
     extent that such fee exceeds the  effective  rate of the Janus  retail fund
     corresponding  to such  Portfolio.  Janus  Capital may  terminate  this fee
     reduction  or any of the  expense  limitations  set forth above at any time
     upon 90 days' notice to the Trustees.  The  effective  rate is the advisory
     fee calculated by the corresponding  retail fund as of the last day of each
     calendar quarter (expressed as an annual rate). The effective rate of Janus
     Fund,  Janus Enterprise Fund, Janus Worldwide Fund, Janus Overseas Fund and
     Janus  Balanced  Fund  were  0.65%,   0.73%,   0.67%,   0.78%,  and  0.80%,
     respectively, for the quarter ended March 31, 1996.
    

**   The  expense  limit  percentage  will  decrease  as  a  Portfolio's  assets
     increase. Please see the SAI for more information.

Differences  in the actual  management  fees incurred by the  Portfolios are due
primarily to variances in the asset sizes of the corresponding  retail funds. As
asset size  increases,  the annual rate of the  management  fee rate declines in
accordance with the above schedule. In addition,  each Portfolio incurs expenses
not assumed by Janus  Capital,  including  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.


PORTFOLIO TRANSACTIONS

Purchases and sales of  securities  on behalf of each  Portfolio are executed by
broker-dealers  selected by Janus  Capital.  Broker-dealers  are selected on the
basis of their  ability to obtain  best price and  execution  for a  Portfolio's
transactions and recognizing brokerage,  research and other services provided to
the Portfolio  and to Janus  Capital.  Janus Capital may also consider  payments
made by brokers  effecting  transactions  for a Portfolio i) to the Portfolio or
ii) to other  persons on behalf of the  Portfolio  for services  provided to the
Portfolio for which it would be obligated to pay. The Trustees  have  authorized
Janus  Capital  to  place  portfolio  transactions  on an  agency  basis  with a
broker-dealer  affiliated with Janus Capital.  When transactions for a Portfolio
are effected with that  broker-dealer,  the commissions payable by the Portfolio
are credited  against  certain  Portfolio  operating  expenses.  The SAI further
explains the selection of broker-dealers.

OTHER SERVICE PROVIDERS

The following  parties  provide the  Portfolios  with  administrative  and other
services.

Domestic Custodian
Investors Fiduciary Trust Company
127 W. 10th Street
Kansas City, Missouri 64105

Foreign Custodian
State Street Bank and Trust Company
P.O. Box 351
Boston, Massachusetts 02101

Transfer Agent
Janus Service Corporation
P.O. Box 173375
Denver, Colorado 80217

Janus  Service  Corporation  is a  wholly-owned  subsidiary  of  Janus  Capital.
Investors  Fiduciary Trust Company is a wholly-owned  subsidiary of State Street
Bank and Trust Company.

JANUS ASPEN SERIES PROSPECTUS                                        May 1, 1996
                                       14
<PAGE>
OTHER INFORMATION

ORGANIZATION
The Trust is a "mutual fund" that was organized as a Delaware  business trust on
May 20,  1993.  A mutual  fund is an  investment  vehicle  that pools money from
numerous investors and invests the money to achieve a specified  objective.  The
Trust  consists  of nine  separate  series,  seven of which are  offered by this
Prospectus.

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

   
An  insurance  company  issuing  a  variable  contract  invested  in shares of a
Portfolio will request voting instructions from variable contract holders. Under
current  law,  the  insurance  company must vote all shares held by the separate
account in proportion to the voting instructions received.
    

CONFLICTS OF INTEREST
Each Portfolio's shares are available only to variable annuity and variable life
separate  accounts  of  insurance  companies  that are  unaffiliated  with Janus
Capital and to certain qualified  retirement plans. The Portfolios  currently do
not foresee any disadvantages to policy owners arising out of the fact that each
Portfolio offers its shares to such entities. Nevertheless, the Trustees monitor
events in order to identify any material irreconcilable conflicts that may arise
and to  determine  what  action,  if any,  should be taken in  response  to such
conflicts.  If a conflict occurs, the Trustees may require one or more insurance
company  separate  accounts or plans to withdraw its  investments in one or more
Portfolios  and to substitute  shares of another  Portfolio.  If this occurs,  a
Portfolio  may be  forced  to sell  securities  at  disadvantageous  prices.  In
addition,  the  Trustees  may  refuse  to sell  shares of any  Portfolio  to any
separate  account or may suspend or  terminate  the  offering  of a  Portfolio's
shares if such action is required by law or  regulatory  authority  or is in the
best interests of that Portfolio's shareholders.

MASTER/FEEDER OPTION
The Trust may in the future seek to achieve any Portfolio's investment objective
by investing all of that Portfolio's assets in another investment company having
the same investment objective and substantially the same investment policies and
restrictions as those applicable to that Portfolio. It is expected that any such
investment  company would be managed by Janus Capital in substantially  the same
manner as the existing Portfolio.  The initial  shareholder(s) of each Portfolio
voted to vest the authority to convert to a master/feeder  structure in the sole
discretion  of the  Trustees.  No further  approval of the  shareholders  of the
Portfolios  is required.  You will receive at least 30 days' prior notice of any
such investment. Such investment would be made only if the Trustees determine it
to be in the best interests of a Portfolio and its shareholders.  In making that
determination,  the Trustees will consider,  among other things, the benefits to
shareholders  and/or the  opportunity  to reduce  costs and achieve  operational
efficiencies.  Although  management of the Portfolios believes the Trustees will
not  approve  an  arrangement  that is likely to  result  in  higher  costs,  no
assurance  is given  that  costs will be  materially  reduced if this  option is
implemented.

THE VALUATION OF SHARES
The NAV of the shares of a Portfolio is  determined  at the close of the regular
trading session of the New York Stock Exchange (the "NYSE") (normally 4:00 p.m.,
New York time) each day that the NYSE is open.  NAV per share is  determined  by
dividing the total value of the securities and other assets,  less  liabilities,
by the total number of shares outstanding. Securities are valued at market value
or,  if  market  information  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.

JANUS ASPEN SERIES PROSPECTUS                                        May 1, 1996
                                       15
<PAGE>
DISTRIBUTIONS AND TAXES

DISTRIBUTIONS
THE INTERNAL  REVENUE CODE REQUIRES EACH  PORTFOLIO TO DISTRIBUTE NET INCOME AND
ANY NET GAINS REALIZED BY ITS INVESTMENTS  ANNUALLY.  A PORTFOLIO'S  INCOME FROM
DIVIDENDS AND INTEREST AND ANY NET REALIZED SHORT-TERM CAPITAL GAINS ARE PAID TO
SHAREHOLDERS AS DIVIDENDS. NET REALIZED LONG-TERM GAINS ARE PAID TO SHAREHOLDERS
AS CAPITAL GAINS DISTRIBUTIONS. EACH PORTFOLIO MAKES SEMIANNUAL DISTRIBUTIONS IN
JUNE AND DECEMBER OF  SUBSTANTIALLY  ALL OF ITS INVESTMENT  INCOME AND AN ANNUAL
DISTRIBUTION  IN JUNE OF ITS NET REALIZED  CAPITAL GAINS,  IF ANY. ALL DIVIDENDS
AND  CAPITAL  GAINS   DISTRIBUTIONS  FROM  A  PORTFOLIO  WILL  BE  AUTOMATICALLY
REINVESTED INTO ADDITIONAL SHARES OF THAT PORTFOLIO.

HOW DISTRIBUTIONS AFFECT A PORTFOLIO'S NAV
Distributions are paid to shareholders as of the record date of the distribution
of a Portfolio,  regardless of how long the shares have been held. Dividends and
capital gains awaiting  distribution are included in each Portfolio's daily NAV.
The share price of a Portfolio drops by the amount of the  distribution,  net of
any subsequent market fluctuations.  As an example,  assume that on December 31,
Growth Portfolio declared a dividend in the amount of $0.25 per share. If Growth
Portfolio's  share price was $10.00 on December 30, the Portfolio's  share price
on December 31 would be $9.75, barring market fluctuations.

TAXES

TAXES ON DISTRIBUTIONS
Because  shares  of  the  Portfolios  may be  purchased  only  through  variable
insurance  contracts  and qualified  plans,  it is  anticipated  that any income
dividends or capital gains distributions made by a Portfolio will be exempt from
current taxation if left to accumulate within the variable insurance contract or
qualified  plan.  Generally,  withdrawals  from such contracts may be subject to
ordinary  income tax and, if made before age 591/2,  a 10% penalty  tax. The tax
status of your  investment  in the  Portfolios  depends on the  features  of the
variable insurance contracts  purchased from a participating  insurance company.
Further  information  may be found in the  prospectus  of the  separate  account
offering such contract.

TAXATION OF THE PORTFOLIOS
Dividends, interest and some capital gains received by the Portfolios on foreign
securities  may give rise to  withholding  and other  taxes  imposed  by foreign
countries.  It is expected  that foreign  taxes paid by the  Portfolios  will be
treated as expenses of the Portfolios. Tax conventions between certain countries
and the United States may reduce or eliminate such taxes.

The  Portfolios do not expect to pay any federal  income or excise taxes because
they intend to meet  certain  requirements  of the  Internal  Revenue  Code.  In
addition, each Portfolio intends to qualify under the Internal Revenue Code with
respect to the diversification  requirements  related to the tax-deferred status
of insurance company separate accounts.

JANUS ASPEN SERIES PROSPECTUS                                        May 1, 1996
                                       16
<PAGE>
SHAREHOLDER'S GUIDE

INVESTORS MAY NOT PURCHASE OR REDEEM SHARES OF THE PORTFOLIOS  DIRECTLY.  SHARES
MAY BE PURCHASED OR REDEEMED ONLY THROUGH VARIABLE  INSURANCE  CONTRACTS OFFERED
BY THE  SEPARATE  ACCOUNTS  OF  PARTICIPATING  INSURANCE  COMPANIES  OR  THROUGH
QUALIFIED  RETIREMENT  PLANS.  REFER  TO THE  PROSPECTUS  FOR THE  PARTICIPATING
INSURANCE  COMPANY'S SEPARATE ACCOUNT OR YOUR PLAN DOCUMENTS FOR INSTRUCTIONS ON
PURCHASING  OR  SELLING OF  VARIABLE  INSURANCE  CONTRACTS  AND ON HOW TO SELECT
SPECIFIC PORTFOLIOS AS INVESTMENT OPTIONS FOR A CONTRACT OR A QUALIFIED PLAN.

PURCHASES

Purchases  of  Portfolio  shares may be made only by the  separate  accounts  of
insurance  companies for the purpose of funding variable insurance  contracts or
by qualified plans. Refer to the prospectus of the appropriate insurance company
separate account or your plan documents for information on how to invest in each
Portfolio.

All  investments  in the Portfolios  are credited to a  participating  insurance
company's  separate  account or a qualified plan  immediately upon acceptance of
the  investment  by a Portfolio.  Investments  will be processed at the NAV next
determined after an order is received and accepted by a Portfolio.

Each  Portfolio  reserves  the  right to reject  any  specific  purchase  order.
Purchase  orders may be refused if, in Janus  Capital's  opinion,  they are of a
size that would  disrupt  the  management  of a  Portfolio.  Any  Portfolio  may
discontinue  sales of its  shares  if  management  believes  that a  substantial
further increase may adversely  affect that  Portfolio's  ability to achieve its
investment  objective.  In such event,  however, it is anticipated that existing
policy  owners  and  plan  participants  invested  in that  Portfolio  would  be
permitted to continue to authorize  investment in such Portfolio and to reinvest
any dividends or capital gains distributions.

REDEMPTIONS

Redemptions,  like purchases, may be effected only through the separate accounts
of participating insurance companies or through qualified plans. Please refer to
the appropriate separate account prospectus or plan documents for details.

Shares of any  Portfolio 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 Portfolio. Redemption proceeds will normally be wired to
the  participating  insurance  company the business day following receipt of the
redemption  order,  but in no event later than seven days after  receipt of such
order.

SHAREHOLDER COMMUNICATIONS

Owners of variable insurance contracts and plan participants will receive annual
and semiannual reports including the financial statements of the Portfolios that
they have authorized for investment. Each report will show the investments owned
by each Portfolio and the market values  thereof,  as well as other  information
about the Portfolios and their operations. The Trust's fiscal year ends December
31.

JANUS ASPEN SERIES PROSPECTUS                                        May 1, 1996
                                       17
<PAGE>
APPENDIX A

GLOSSARY OF INVESTMENT TERMS

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

I. EQUITY AND DEBT SECURITIES

Bonds are debt  securities  issued by a  company,  municipality,  government  or
government agency. The issuer of a bond is required to pay the holder the amount
of the  loan  (or par  value)  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 Portfolios may purchase commercial paper issued
under Section 4(2) of the Securities Act of 1933.

Common stock  represents  a share of ownership in a company and usually  carries
voting rights and earns dividends.  Unlike preferred stock,  dividends on common
stock are not fixed but are declared at the  discretion of the issuer's board of
directors.

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

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  securities are securities 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  securities
include "lower rated bonds," "noninvestment grade bonds" and "junk bonds."
    

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

Passive foreign investment  companies (PFICs) are any foreign corporations which
generate certain amounts of passive income or hold certain amounts of assets for
the production of passive income.  Passive income includes dividends,  interest,
royalties,  rents  and  annuities.   Income  tax  regulations  may  require  the
Portfolios  to  recognize  income  associated  with the PFIC prior to the actual
receipt of any such income.

Preferred stock is a class of stock that generally pays dividends at a specified
rate and has  preference  over  common  stock in the  payment of  dividends  and
liquidation. Preferred stock generally does not carry voting rights.

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

Reverse  repurchase  agreements involve the sale of a security by a Portfolio to
another  party  (generally a bank or dealer) in return for cash and an agreement
by the  Portfolio to buy the security back at a specified  price and time.  This
technique  may be used to provide  cash to  satisfy  unusually  high  redemption
requests or for other temporary or emergency purposes.

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

Standby commitments are obligations  purchased by a Portfolio from a dealer that
give the  Portfolio  the option to sell a security  to the dealer at a specified
price.

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

U.S.  government  securities include direct  obligations of the U.S.  government
that are  supported  by its full faith and credit.  Treasury  bills have initial
maturities of less than one

JANUS ASPEN SERIES PROSPECTUS                                        May 1, 1996
                                       18
<PAGE>
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.

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

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

When-issued,  delayed delivery and forward  transactions  generally  involve the
purchase of a security  with  payment and  delivery at some time in the future -
i.e.,  beyond  normal  settlement.  The  Portfolios do not earn interest on such
securities  until  settlement  and bear the risk of  market  value  fluctuations
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  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.  Strips 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.

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

Forward  contracts  are  contracts  to purchase  or sell a  specified  amount of
property 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  Portfolios  may enter into  forward  currency  contracts  to hedge  against
declines  in the value of  non-dollar  denominated  securities  or to reduce the
impact  of  currency   appreciation   on  purchases  of  nondollar   denominated
securities.  They may also enter into  forward  contracts  to  purchase  or sell
securities or other financial indices.

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

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

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

Inverse  floaters  are debt  instruments  whose  interest  rate bears an inverse
relationship to the interest rate on another  instrument or index.  For example,
upon  reset  the  interest  rate  payable  on a  security  may go down  when the
underlying  index has risen.  Certain inverse floaters may have an interest rate
reset 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 Portfolios may purchase and write put and call options on securities,
securities indices and foreign currencies.

JANUS ASPEN SERIES PROSPECTUS                                        May 1, 1996
                                       19
<PAGE>
APPENDIX B

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 the adviser 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

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,                        Predominantly  speculative  with  respect  to  the
                              issuer's  capacity to meet  required  interest and
                              principal   payments.
CCC, CC, C                    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.
- --------------------------------------------------------------------------------
MOODY'S INVESTORS SERVICE, INC.
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.
- --------------------------------------------------------------------------------
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  different  ratings
from more than one agency are considered investment grade if at least one agency
has rated the security investment grade.

SECURITIES HOLDINGS BY RATING CATEGORY

During the fiscal year ended  December 31, 1995,  the  percentage  of securities
holdings  for the Flexible  Income  Portfolio  by rating  category  based upon a
weighted monthly average was:

   
Bonds - S&P Rating                                     Flexible Income Portfolio
AAA                                                                          16%
AA                                                                            2%
A                                                                            15%
BBB                                                                          22%
BB                                                                           14%
B                                                                            21%
CCC                                                                           0%
CC                                                                            0%
C                                                                             0%
Preferred Stock                                                               0%
Cash and Options                                                             10%
- --------------------------------------------------------------------------------
TOTAL                                                                       100%
- --------------------------------------------------------------------------------
No other Portfolio held 5% or more of its assets in bonds rated below investment
grade for the fiscal year ended December 31, 1995.
    

JANUS ASPEN SERIES PROSPECTUS                                        May 1, 1996
                                       20
<PAGE>
                               JANUS ASPEN SERIES

                                     [LOGO]
                             MONEY MARKET PORTFOLIO
                                   PROSPECTUS

[LOGO]

<PAGE>
CONTENTS
- --------------------------------------------------------------------------------
EXPENSE INFORMATION .........................................................  1

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS ........................................................  2

- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVE,
POLICIES AND TECHNIQUES .....................................................  3

- --------------------------------------------------------------------------------
INVESTMENT ADVISER ..........................................................  5

- --------------------------------------------------------------------------------
DISTRIBUTIONS AND TAXES .....................................................  7

- --------------------------------------------------------------------------------
PERFORMANCE .................................................................  7

- --------------------------------------------------------------------------------
MISCELLANEOUS INFORMATION ...................................................  8

- --------------------------------------------------------------------------------
SHAREHOLDER'S GUIDE .........................................................  9


                                     [LOGO]

                               JANUS ASPEN SERIES
                             MONEY MARKET PORTFOLIO

                                   Prospectus

                                  May 1, 1996



Money Market  Portfolio  (the  "Portfolio")  is designed for  investors who seek
maximum current income consistent with stability of capital.  The Portfolio is a
series of Janus Aspen Series (the "Trust"),  an open-end  management  investment
company.  The  Portfolio  invests  exclusively  in  high  quality  money  market
instruments. AN INVESTMENT IN THE PORTFOLIO IS NEITHER INSURED NOR GUARANTEED BY
THE U.S.  GOVERNMENT.  THERE IS NO ASSURANCE  THAT THE PORTFOLIO WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.

Shares of the Trust are issued and redeemed only in connection  with  investment
in and payments  under  variable  annuity  contracts and variable life insurance
contracts  (collectively,  "variable insurance  contracts"),  as well as certain
qualified  retirement plans. The Trust sells and redeems its shares at net asset
value without any sales charges,  commissions or redemption  fees. Each variable
insurance  contract involves fees and expenses not described in this Prospectus.
The Portfolio may not be available in connection with a particular contract. See
the accompanying contract prospectus for information regarding contract fees and
expenses and any restrictions on purchases or allocations.

This  Prospectus  contains  information  about the Portfolio  that a prospective
purchaser of a variable  insurance  contract should  consider before  allocating
purchase  payments or premiums to the Portfolio.  It should be read carefully in
conjunction  with the separate  account  prospectus  of the  specific  insurance
product that  accompanies  this  Prospectus  and retained for future  reference.
Additional  information  about the  Portfolio is  contained in the  Statement of
Additional  Information  ("SAI")  dated  May 1,  1996,  which is filed  with the
Securities and Exchange Commission ("SEC") and is incorporated by reference into
this Prospectus. The SAI is available upon request and without charge by writing
or calling your insurance company.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY STATE
SECURITIES  COMMISSION NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE  ACCURACY OR ADEQUACY OF THIS  PROSPECTUS.  ANY  REPRESENTATION  TO THE
CONTRARY IS A CRIMINAL OFFENSE.

THIS  PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY STATE OR
OTHER JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER IN
SUCH STATE OR OTHER JURISDICTION.

<PAGE>
EXPENSE INFORMATION

The tables and example  below are designed to assist  participants  in qualified
plans that  invest in the  Portfolio  in  understanding  the  various  costs and
expenses  that you will  bear  directly  or  indirectly  as an  investor  in the
Portfolio.  OWNERS OF VARIABLE INSURANCE  CONTRACTS THAT INVEST IN THE PORTFOLIO
SHOULD REFER TO THE VARIABLE INSURANCE CONTRACT  PROSPECTUS FOR A DESCRIPTION OF
COSTS AND EXPENSES,  AS THE TABLES AND EXAMPLE DO NOT REFLECT  DEDUCTIONS AT THE
SEPARATE  ACCOUNT  LEVEL OR CONTRACT  LEVEL FOR ANY CHARGES THAT MAY BE INCURRED
UNDER A CONTRACT.

SHAREHOLDER TRANSACTION EXPENSES

     Maximum sales load imposed on purchases                     None
     Maximum sales load imposed on reinvested dividends          None
     Deferred sales charges on redemptions                       None
     Redemption fee                                              None
     Exchange fee                                                None

ANNUAL PORTFOLIO OPERATING EXPENSES(1)
(expressed as a percentage of average net assets)
- --------------------------------------------------------------------------------
Management Fee                                         0%
Other Expenses                                       .50%
- --------------------------------------------------------------------------------
Total Portfolio Operating Expenses                   .50%
- --------------------------------------------------------------------------------
(1)  The fees and  expenses  in the table  above are based on  expenses  for the
     fiscal  period  ended  December  31,  1995,  net of fee waivers  from Janus
     Capital.  Waivers are first  applied  against the  management  fee and then
     against other  expenses.  Without such waivers,  the Management  Fee, Other
     Expenses and Total Portfolio  Operating Expenses would have been .25%, .82%
     and 1.07%, respectively.  Janus Capital may modify or terminate the waivers
     at any time upon 90 days' notice to the Trustees.

   
EXAMPLE

- --------------------------------------------------------------------------------
                                          1 Year    3 Years   5 Years   10 Years
- --------------------------------------------------------------------------------
Assume you invest $1,000, the Portfolio
returns 5% annually and its expense
ratio remains as listed above. The
example below shows the operating
expenses that you would indirectly
bear as an investor in the Portfolio.       $5        $16       $28       $63
- --------------------------------------------------------------------------------
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION  OF PAST OR FUTURE RETURNS
OR EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN.
    

JANUS ASPEN SERIES MONEY MARKET PORTFOLIO PROSPECTUS                 May 1, 1996
                                       1
<PAGE>
FINANCIAL HIGHLIGHTS

   
The information below is for the period from May 1, 1995 (inception) to December
31, 1995. The accounting firm of Price Waterhouse LLPhas audited the Portfolio's
financial  statements  and their  report is included in the  Portfolio's  Annual
Report,  which is  incorporated  by reference  into the SAI.  Expense and income
ratios have been annualized while total returns have not been annualized.

                                                                  Money Market
                                                                   Portfolio
- --------------------------------------------------------------------------------
 1. Net asset value, beginning of period                             $1.00
- --------------------------------------------------------------------------------
    Income from investment operations:
 2. Net investment income                                              .04
 3. Net gains or (losses) on securities
    (both realized and unrealized)                                      --
- --------------------------------------------------------------------------------
 4. Total from investment operations                                   .04
- --------------------------------------------------------------------------------
   Less distributions:
 5. Dividends (from net investment income)                            (.04)
 6. Distributions (from capital gains)                                  --
- --------------------------------------------------------------------------------
 7. Total distributions                                               (.04)
- --------------------------------------------------------------------------------
 8. Net asset value, end of period                                   $1.00
- --------------------------------------------------------------------------------
 9. Total return                                                      3.63%
- --------------------------------------------------------------------------------
10. Net assets, end of period (in thousands)                        $1,735
11. Ratio of expenses to average net assets                           0.50%(1)
12. Ratio of net investment income to average net assets              5.30%
- --------------------------------------------------------------------------------
(1   The ratio was 1.07% before voluntary waiver of certain fees incurred by the
     Portfolio.
    


UNDERSTANDING THE FINANCIAL HIGHLIGHTS

This  section  is  designed  to  help  you  better  understand  the  information
summarized in the  Financial  Highlights  table.  The table  contains  important
historical  operating  information  that may be useful in making your investment
decision or  understanding  how your  investment has performed.  The Portfolio's
Annual Report contains additional information about the Portfolio's performance.
To  request a copy of the Annual  Report,  please  call or write your  insurance
company.

Net asset value ("NAV") is the value of a single share of the  Portfolio.  It is
computed  by adding the value of all of the  Portfolio's  investments  and other
assets,  subtracting  any  liabilities  and dividing the result by the number of
shares outstanding. The Portfolio's NAV is expected to be $1.00.

Net investment  income is the per share amount of dividends and interest  income
earned on securities held by the Portfolio,  less Portfolio expenses.  Dividends
(from net  investment  income) is the per share amount that the  Portfolio  paid
from net investment income.

Net gains or (losses)  on  securities  is the per share  increase or decrease in
value of the securities  the Portfolio  holds. A gain (or loss) is realized when
securities are sold. A gain (or loss) is unrealized when securities  increase or
decrease in value but are not sold.  Distributions  (from capital  gains) is the
per share amount that the Portfolio paid from net realized gains.

Total  return  is  the  percentage  increase  or  decrease  in the  value  of an
investment  over a stated period of time. For the purposes of calculating  total
return, it is assumed that dividends and distributions are reinvested at the NAV
on the day of the distribution.  THE PORTFOLIO'S TOTAL RETURN CANNOT BE COMPUTED
DIRECTLY FROM THE FINANCIAL HIGHLIGHTS TABLES.

Ratio of  expenses  to  average  net  assets  is the  total  of the  Portfolio's
operating expenses divided by its average net assets for the stated period.

Ratio of net  investment  income to average  net assets is the  Portfolio's  net
investment income divided by its average net assets for the stated period.

JANUS ASPEN SERIES MONEY MARKET PORTFOLIO PROSPECTUS                 May 1, 1996
                                       2
<PAGE>
INVESTMENT OBJECTIVE, POLICIES AND TECHNIQUES

Unless otherwise stated, the Portfolio's  investment  objective and policies are
not fundamental and may be changed by the Trustees of the Trust (the "Trustees")
without shareholder approval.  The Portfolio is subject to additional investment
policies and  restrictions  described in the SAI, some of which are  fundamental
and may not be changed without shareholder approval.

INVESTMENT OBJECTIVE

The  Portfolio's  investment  objective is to seek maximum current income to the
extent consistent with stability of capital.  There can be no assurance that the
Portfolio will achieve its investment  objective or be able to maintain a stable
net asset value of $1.00 per share.

INVESTMENT POLICIES

The Portfolio will invest only in eligible high quality, short-term money market
instruments  that present  minimal credit risks, as determined by Janus Capital,
the  Portfolio's  investment  adviser,  pursuant  to  procedures  adopted by the
Trustees. The Portfolio may invest only in U.S.  dollar-denominated  instruments
that have a remaining  maturity of 397 days or less (as  calculated  pursuant to
Rule 2a-7  under the  Investment  Company  Act of 1940  ("1940  Act"))  and will
maintain a dollar-weighted average portfolio maturity of 90 days or less.

Except  to the  limited  extent  permitted  by Rule  2a-7  and  except  for U.S.
Government  Securities  (as defined  below),  the Portfolio will not invest more
than 5% of its total assets in the securities of any one issuer.  A guarantor is
not considered an issuer for the purpose of this limit,  provided that the value
of all  securities  held by the Portfolio  that are issued or guaranteed by that
institution  shall not exceed 10% of the  Portfolio's  total  assets.  To ensure
adequate liquidity, the Portfolio may not invest more than 10% of its net assets
in illiquid securities,  including  repurchase  agreements maturing in more than
seven days and  certain  time  deposits  that are  subject  to early  withdrawal
penalties  and mature in more than seven  days.  Janus  Capital  determines  and
monitors the  liquidity of portfolio  securities  under the  supervision  of the
Trustees.

Ratings.  High quality money market instruments include those that (i) are rated
(or, if unrated, are issued by an issuer with comparable  outstanding short-term
debt that is rated) in one of the two highest  rating  categories for short-term
debt  by  any  two  nationally   recognized   statistical  rating  organizations
("NRSROs") or, if only one NRSRO has issued a rating,  by that NRSRO or (ii) are
otherwise  unrated and determined by Janus Capital to be of comparable  quality.
The Portfolio  will invest at least 95% of its total assets in securities in the
highest rating category (as determined  pursuant to Rule 2a-7).  Descriptions of
the rating categories of Standard & Poor's Ratings  Services,  Moody's Investors
Service,  Inc.,  and  certain  other  NRSROs are  contained  in the SAI, as is a
further description of the Portfolio's investment policies.

Although the Portfolio only invests in high quality money market instruments, an
investment  in the  Portfolio is subject to risk even if all  securities  in its
portfolio are paid in full at maturity. All money market instruments,  including
U.S.  Government  Securities,  can  change  in value as a result of  changes  in
interest  rates,  the  issuer's  actual  or  perceived  creditworthiness  or the
issuer's ability to meet its obligations.

TYPES OF INVESTMENTS

The  Portfolio  pursues its  objective  by  investing  primarily in high quality
commercial paper and obligations of financial  institutions.  It may invest to a
lesser degree in U.S. Government Securities and municipal securities.

Debt  Obligations.  The  Portfolio  may invest in debt  obligations  of domestic
issuers,  including  commercial  paper  (short-term  promissory  notes issued by
companies to finance their, or their affiliates',  current  obligations),  notes
and bonds, and variable amount master demand notes.  The payment  obligations on
these instruments may be backed by securities,  swap agreements or other assets,
by a guarantee of a third party or solely by the unsecured promise of the issuer
to make  payments  when  due.  The  Portfolio  may  invest in  privately  issued
commercial paper or other securities that are restricted as to disposition under
the federal  securities  laws. In general,  sales of these securities may not be
made absent  registration  under the  Securities Act of 1933 (the "1933 Act") or
the availability of an appropriate exemption therefrom. Pursuant to Section 4(2)
of the 1933 Act or Rule 144A adopted under the 1933 Act, however,  some of these
securities are eligible for resale to institutional  investors, and accordingly,
Janus  Capital may  determine  that a liquid  market  exists for such a security
pursuant to guidelines adopted by the Trustees.

Obligations of Financial  Institutions.  The Portfolio may invest in obligations
of  financial  institutions.  Examples  of  obligations  in which it may  invest
include  negotiable  certificates  of  deposit,  bankers'  acceptances  and time
deposits of U.S. banks (including  savings and loan  associations)  having total
assets in excess of one  billion  dollars  and U.S.  branches  of foreign  banks
having total assets in excess of ten billion  dollars.  The  Portfolio  may also
invest in Eurodollar and Yankee bank obligations as discussed below.

Certificates  of deposit  represent an  institution's  obligation to repay funds
deposited  with it that earn a  specified  interest  rate  over a given  period.
Bankers'  acceptances are negotiable  obligations of a bank to pay a draft which
has been drawn by a customer  and are usually

JANUS ASPEN SERIES MONEY MARKET PORTFOLIO PROSPECTUS                 May 1, 1996
                                       3
<PAGE>
backed  by  goods in  international  trade.  Time  deposits  are  non-negotiable
deposits with a banking  institution that earn a specified  interest rate over a
given period. Fixed time deposits, which are payable at the stated maturity date
and bear a fixed rate of interest,  generally  may be withdrawn on demand by the
Portfolio but may be subject to early withdrawal penalties that could reduce the
Portfolio's  yield.  Unless there is a readily  available  market for them, time
deposits that are subject to early withdrawal  penalties and that mature in more
than seven days will be treated as illiquid securities.

EURODOLLAR OR YANKEE OBLIGATIONS.
The Portfolio may invest in Eurodollar and Yankee bank  obligations.  Eurodollar
bank obligations are dollar-denominated certificates of deposit or time deposits
issued outside the U.S. capital markets by foreign branches of U.S. banks and by
foreign banks. Yankee bank obligations are dollar-denominated obligations issued
in the U.S. capital markets by foreign banks.

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

U.S.  Government  Securities.  The  Portfolio  may invest  without limit in U.S.
Government  Securities.  U.S.  Government  Securities shall have the meaning set
forth in the 1940  Act.  The 1940 Act  defines  U.S.  Government  Securities  to
include securities issued or guaranteed by the U.S. government, its agencies and
instrumentalities.  U.S.  Government  Securities  may  also  include  repurchase
agreements  collateralized by and municipal securities escrowed with or refunded
with  U.S.  Government  Securities.  U.S.  Government  Securities  in which  the
Portfolio may invest include U.S. Treasury  securities and obligations issued or
guaranteed by U.S. government agencies and instrumentalities  that are backed by
the full faith and credit of the U.S.  government,  such as those  guaranteed by
the Small Business  Administration or issued by the Government National Mortgage
Association.  In addition, U.S. Government Securities in which the Portfolio may
invest include securities  supported primarily or solely by the creditworthiness
of the issuer, such as securities of the Federal National Mortgage  Association,
the Federal Home Loan Mortgage  Corporation and the Tennessee Valley  Authority.
There is no  guarantee  that the U.S.  government  will support  securities  not
backed by its full faith and credit. Accordingly, although these securities have
historically involved little risk of loss of principal if held to maturity, they
may involve more risk than securities backed by the full faith and credit of the
U.S. government.

Municipal Securities. The municipal securities in which the Portfolio may invest
include  municipal  notes and short-term  municipal  bonds.  Municipal notes are
generally  used to  provide  for  the  issuer's  short-term  capital  needs  and
generally have  maturities of 397 days or less. The Portfolio may also invest in
high quality participation  interests in municipal  securities.  A more detailed
description of various types of municipal  securities is contained in Appendix B
in the SAI.

Yields on municipal securities are dependent on a variety of factors,  including
the  general  conditions  of the  money  market  and of the  municipal  bond and
municipal note markets, the size of a particular  offering,  the maturity of the
obligation  and the rating of the  issue.  Obligations  of issuers of  municipal
securities  are subject to the  provisions of  bankruptcy,  insolvency and other
laws  affecting  the rights and remedies of  creditors,  such as the  Bankruptcy
Reform Act of 1978, as amended.  Therefore,  the  possibility  exists that, as a
result of litigation or other conditions, the ability of any issuer to pay, when
due, the principal of and interest on its municipal securities may be materially
affected.

Participation  Interests. The Portfolio may invest in participation interests in
any type of security in which the Portfolio may invest. A participation interest
gives a Portfolio  an undivided  interest in the  underlying  securities  in the
proportion  that the  Portfolio's  participation  interest  bears  to the  total
principal amount of the underlying securities.  Participation  interests usually
carry a demand  feature,  as  described  below,  backed by a letter of credit or
guarantee of the institution that issued the interests  permitting the holder to
tender them back to the institution.

Demand Features. The Portfolio may invest in securities that are subject to puts
and stand-by commitments ("demand features"). Demand features give the Portfolio
the right to resell  securities  at specified  periods  prior to their  maturity
dates to the seller or to some  third  party at an  agreed-upon  price or yield.
Securities  with  demand  features  may  involve  certain  expenses  and  risks,
including  the  inability  of the  issuer  of the  instrument  to  pay  for  the
securities at the time the  instrument is  exercised,  non-marketability  of the
instrument and differences  between the maturity of the underlying  security and
the maturity of the  instrument.  Securities may cost more with demand  features
than without  them.  Demand  features can serve three  purposes:  to shorten the
maturity of a variable or floating rate  security,  to enhance the  instrument's
credit quality and to provide a source of liquidity.  Demand  features are often
issued by third party  financial  institutions,  generally  domestic and foreign
banks.  Accordingly,  the  credit  quality  and  liquidity  of  the  Portfolio's
investments  may be  dependent  in  part  on the  credit  quality  of the  banks
supporting its investments.  This

JANUS ASPEN SERIES MONEY MARKET PORTFOLIO PROSPECTUS                 May 1, 1996
                                       4
<PAGE>
will result in exposure to risks pertaining to the banking  industry,  including
the foreign  banking  industry.  Brokerage  firms and insurance  companies  also
provide certain liquidity and credit support.

Variable and Floating  Rate  Securities.  The  securities in which the Portfolio
invests may have variable or floating  rates of interest.  These  securities pay
interest  at rates  that are  adjusted  periodically  according  to a  specified
formula,  usually with reference to some interest rate index or market  interest
rate.  Securities  with  ultimate  maturities  of  greater  than 397 days may be
purchased  only  pursuant to Rule 2a-7.  Under that Rule,  only those  long-term
instruments that have demand features which comply with certain requirements and
certain variable rate U.S.  Government  Securities may be purchased.  Similar to
fixed rate debt instruments,  variable and floating rate instruments are subject
to changes in value based on changes in market  interest rates or changes in the
issuer's or  guarantor's  creditworthiness.  The rate of interest on  securities
purchased  by  the  Portfolio  may be  tied  to  short-term  Treasury  or  other
government securities or indices on securities that are permissible  investments
of the Portfolio, as well as other money market rates of interest. The Portfolio
will not purchase  securities whose values are tied to interest rates or indices
that are not  appropriate  for the duration and volatility  standards of a money
market fund.

MORTGAGE- AND ASSET-BACKED SECURITIES.
The Portfolio may purchase fixed or adjustable rate  mortgage-backed  securities
issued  by  the  Government  National  Mortgage  Association,  Federal  National
Mortgage  Association  or the Federal Home Loan Mortgage  Corporation,  or other
governmental  or  government-related  entities.  In addition,  the Portfolio may
purchase  other  asset-backed   securities,   including   securities  backed  by
automobile loans, equipment leases or credit card receivables.  These securities
directly  or  indirectly  represent  a  participation  in, or are secured by and
payable  from,  fixed or  adjustable  rate  mortgage or other loans which may be
secured by real estate or other assets.  Unlike  traditional  debt  instruments,
payments on these  securities  include both  interest  and a partial  payment of
principal.  Prepayments  of the  principal of  underlying  loans may shorten the
effective  maturities of these securities and may result in the Portfolio having
to reinvest proceeds at a lower interest rate.

Repurchase Agreements. The Portfolio may seek additional income by entering into
collateralized  repurchase  agreements with respect to obligations that it could
otherwise  purchase.   Repurchase  agreements  are  transactions  in  which  the
Portfolio  purchases  securities  and  simultaneously  commits  to resell  those
securities to the seller at an agreed-upon price on an agreed-upon  future date.
The resale price  reflects a market rate of interest  that is not related to the
coupon rate or maturity of the purchased securities.

Reverse Repurchase  Agreements.  The Portfolio may enter into reverse repurchase
agreements.   Reverse  repurchase  agreements  are  transactions  in  which  the
Portfolio  sells a  security  and  simultaneously  commits  to  repurchase  that
security  from the buyer at an agreed upon price on an agreed upon future  date.
This  technique will be used only for temporary or emergency  purposes,  such as
meeting   redemption   requests  or  to  earn  additional  income  on  portfolio
securities.

Delayed  Delivery  Securities.  The  Portfolio  may  purchase  securities  on  a
when-issued or delayed  delivery  basis.  Securities so purchased are subject to
market  price  fluctuation  from the time of  purchase  but no  interest  on the
securities  accrues  to  the  Portfolio  until  delivery  and  payment  for  the
securities take place. Accordingly,  the value of the securities on the delivery
date may be more or less than the purchase price.  Forward  commitments  will be
entered into only when the Portfolio  has the intention of taking  possession of
the  securities,  but it may sell the securities  before the settlement  date if
deemed advisable.

Borrowing and Lending. The Portfolio may borrow money for temporary or emergency
purposes in amounts up to 25% of its total assets. It may not mortgage or pledge
securities except to secure permitted  borrowings.  As a fundamental policy, the
Portfolio  will not lend  securities or other assets if, as a result,  more than
25% of its total assets  would be lent to other  parties;  however,  it does not
currently intend to engage in securities lending.  The Portfolio intends to seek
permission  from the SEC to borrow  money from or lend money to other funds that
permit such transactions and are advised by Janus Capital. There is no assurance
that such permission will be granted.

INVESTMENT ADVISER

The Portfolio has an  Investment  Advisory  Agreement  with Janus  Capital,  100
Fillmore  Street,  Denver,  Colorado  80206-4923.  Janus  Capital  has served as
investment  adviser to Janus Fund since 1970 and currently  serves as investment
adviser to all of the Janus retail  funds,  as well as adviser or  subadviser to
other  mutual  funds  and  individual,   corporate,  charitable  and  retirement
accounts.  Kansas City  Southern  Industries,  Inc., a publicly  traded  holding
company whose primary  subsidiaries are engaged in  transportation,  information
processing  and  financial  services  ("KCSI"),  owns  approximately  83% of the
outstanding  voting stock of Janus Capital.  Thomas H. Bailey, the President and
Chairman of the Board of Janus  Capital,  owns  approximately  12% of its voting
stock and, by agreement with KCSI, selects a majority of Janus Capital's Board.

Pursuant  to  the  Investment  Advisory   Agreement,   Janus  Capital  furnishes
continuous advice and  recommendations  concerning the Portfolio's  investments.
Janus Capital also furnishes certain  administrative,  compliance and accounting
services for the Portfolio,

JANUS ASPEN SERIES MONEY MARKET PORTFOLIO PROSPECTUS                 May 1, 1996
                                       5
<PAGE>
and Janus  Capital may be reimbursed by the Portfolio for its costs in providing
those  services.  In  addition,  Janus  Capital  provides  office  space for the
Portfolio and pays the salaries, fees and expenses of all Portfolio officers and
those Trustees who are affiliated with Janus Capital.  The Portfolio pays all of
its  expenses  not  assumed  by Janus  Capital,  including  transfer  agent  and
custodian  fees and expenses,  legal and auditing  fees,  registration  fees and
expenses,  independent  Trustees' fees and expenses and certain other  expenses.
Participating  insurance  companies  that  purchase the  Portfolio's  shares may
perform  certain  administrative  services  relating to the  Portfolio and Janus
Capital or the Portfolio may pay those companies for such services.

Pursuant to the  Investment  Advisory  Agreement,  the  Portfolio  has agreed to
compensate  Janus Capital for its advisory  services by the monthly payment of a
fee at the annual rate of 0.25% of the value of the  Portfolio's  average  daily
net assets.  In addition,  Janus Capital will voluntarily waive its advisory fee
to the extent the advisory fees and other  expenses  exceed 0.50% of the average
daily closing net asset value of the Portfolio. Janus Capital may terminate this
fee waiver at any time upon 90 days' notice to the Trustees.

PORTFOLIO TRANSACTIONS
Purchases  and sales of  securities  on behalf of the  Portfolio are executed by
brokers and dealers  selected by Janus Capital.  Broker-dealers  are selected on
the  basis  of  their  ability  to  obtain  best  price  and  execution  for the
Portfolio's transactions and recognizing brokerage,  research and other services
provided to the Portfolio and to Janus Capital.  Janus Capital may also consider
payments  made by brokers  effecting  transactions  for the  Portfolio i) to the
Portfolio  or ii) to other  persons  on behalf  of the  Portfolio  for  services
provided to the  Portfolio  for which it would be obligated to pay. The Trustees
have also authorized the Portfolio to place transactions on an agency basis with
a broker-dealer  that is affiliated with Janus Capital.  Agency trades,  if any,
that are placed with such affiliated  party serve to reduce certain  expenses of
the Portfolio. The SAI further explains the selection of broker-dealers.

PERSONAL INVESTING
Janus Capital permits  investment  personnel to purchase and sell securities for
their  own  accounts  subject  to  Janus  Capital's  policy  governing  personal
investing.  Janus Capital's  policy  requires  investment and other personnel to
conduct  their  personal  investment  activities  in a manner that Janus Capital
believes is not  detrimental to the Portfolio and Janus Capital's other advisory
clients. See the SAI for more detailed information.

JANUS ASPEN SERIES MONEY MARKET PORTFOLIO PROSPECTUS                 May 1, 1996
                                       6
<PAGE>
DISTRIBUTIONS AND TAXES

Dividends  representing  substantially  all of the net investment income and any
net realized gains on sales of securities are declared daily, Saturdays, Sundays
and holidays  included,  and distributed on the last business day of each month.
If a month begins on a Saturday, Sunday or holiday, dividends for those days are
declared at the end of the preceding month and distributed on the first business
day of the month. All distributions  will be automatically  reinvested in shares
of the Portfolio.

Because shares of the Portfolio may be purchased only through variable insurance
contracts and qualified plans, it is anticipated that any distributions  made by
the Portfolio will be exempt from current taxation if left to accumulate  within
the variable insurance contract or qualified plan.  Generally,  withdrawals from
such  contracts  may be subject to  ordinary  income tax and, if made before age
591/2,  a 10% penalty  tax.  The tax status of an  investment  in the  Portfolio
depends  on  the  features  of  the  variable  insurance  contracts  offered  by
participating  insurance  companies.  Further  information  may be  found in the
prospectus of the separate account offering such contract.

The Portfolio  intends to comply with  provisions  of the Internal  Revenue Code
applicable  to  investment  companies,  and  thus it is not  expected  that  the
Portfolio  will be  required to pay any federal  income  taxes.  The SAI further
explains the Portfolio's tax status.

PERFORMANCE

The Portfolio may measure  performance  in several ways,  including  "yield" and
"effective  yield." The Portfolio's yield is a way of showing the rate of income
the Portfolio earns on its investments as a percentage of its share price. Yield
represents  the  income,  less  expenses  generated  by an  investment,  in  the
Portfolio  over a  seven-day  period  expressed  as an annual  percentage  rate.
Effective  yield is similar in that it is  calculated  over the same time frame,
but instead the net investment income is compounded and then annualized.  Due to
the  compounding  effect,  the effective  yield will normally be higher than the
yield.

Performance  figures are based upon  historical  results and are not intended to
indicate future performance.

Yields quoted by the Portfolio  include the effect of deducting the  Portfolio's
expenses,  but  may  not  include  charges  and  expenses  attributable  to  any
particular  insurance  product.  Because  shares  of the  Portfolio  may only be
purchased  through  variable   insurance   contracts,   the  prospectus  of  the
participating  insurance  company  sponsoring  such contract should be carefully
reviewed for  information  on relevant  charges and  expenses.  Excluding  these
charges  from  quotations  of the  Portfolio's  performance  has the  effect  of
increasing  the  performance  quoted.  The  effect  of these  charges  should be
considered  when comparing the  Portfolio's  performance to that of other mutual
funds.

From time to time in advertisements or sales material, the Portfolio may discuss
its  performance  ratings  or  other  information  as  published  by  recognized
statistical  or rating  services,  such as  Lipper  Analytical  Services,  Inc.,
IBC/Donoghue's  Money Fund Report,  Morningstar  or by  publications  of general
interest,  such as Forbes or Money.  In addition,  the Portfolio may compare its
yield to those of  certain  U.S.  Treasury  obligations  or other  money  market
instruments.

JANUS ASPEN SERIES MONEY MARKET PORTFOLIO PROSPECTUS                 May 1, 1996
                                       7
<PAGE>
MISCELLANEOUS INFORMATION

THE TRUST
The Trust is an open-end  management  investment company organized as a Delaware
business trust on May 20, 1993. The Portfolio has been established as a separate
series of the Trust.

The Trustees  oversee the business  affairs of the Trust and are responsible for
major decisions relating to the Portfolio's  investment  objective and policies.
The Trustees delegate the day-to-day management of the Portfolio to the officers
of the Trust and meet at least  quarterly to review the  Portfolio's  investment
policies, performance, expenses and other business affairs.

SHAREHOLDER MEETINGS AND VOTING RIGHTS
The Trust does not intend to hold annual shareholder meetings.  However, special
meetings  may be called for a specific  portfolio,  or for the Trust as a whole,
for purposes such as electing or removing Trustees,  terminating or reorganizing
the Trust,  changing  fundamental policies or voting on matters when required by
the 1940 Act. Separate votes are taken by a separate  Portfolio only if a matter
affects or requires the vote of just that Portfolio.  Shareholders  are entitled
to cast one vote for each share they own.

An  insurance  company  issuing a variable  contract  invested  in shares of the
Portfolio will request voting instructions from variable contract holders. Under
current  law,  the  insurance  company must vote all shares held by the separate
account in proportion to the voting instructions received.

CONFLICTS OF INTEREST
Portfolio  shares are  available  only to  variable  annuity and  variable  life
separate  accounts  of  insurance  companies  that are  unaffiliated  with Janus
Capital  and to certain  qualified  retirement  plans.  The  Portfolio  does not
foresee  any  disadvantages  to policy  owners  arising out of the fact that the
Portfolio offers its shares to such entities.  Nevertheless, the Trustees intend
to monitor  events in order to identify  any material  irreconcilable  conflicts
that may arise and to determine what action, if any, should be taken in response
to such conflicts.  If a conflict  occurs,  the Trustees may require one or more
insurance  company separate accounts or plans to withdraw its investments in the
Portfolio  and to  substitute  shares of another  portfolio  of the Trust.  As a
result,  the  Portfolio  may be forced  to sell  securities  at  disadvantageous
prices. In addition,  the Trustees may refuse to sell shares of the Portfolio to
any separate  account or may suspend or terminate  the offering of shares of the
Portfolio if such action is required by law or regulatory authority or is in the
best interests of the shareholders of the Portfolio.

MASTER/FEEDER OPTION
The Trust may in the future seek to achieve the Portfolio's investment objective
by investing all of the Portfolio's  assets in another investment company having
the same investment objective and substantially the same investment policies and
restrictions as those applicable to the Portfolio.  It is expected that any such
investment  company would be managed by Janus Capital in substantially  the same
manner as the existing  Portfolio.  The initial shareholder of the Portfolio has
voted to vest the authority to convert to a master/feeder  structure in the sole
discretion  of the  Trustees.  No further  approval of the  shareholders  of the
Portfolio  is  required.  You will receive at least 30 days' prior notice of any
such investment. Such investment would be made only if the Trustees determine it
to be in the best  interests of the  Portfolio and its  shareholders.  In making
that determination, the Trustees will consider, among other things, the benefits
to shareholders  and/or the opportunity to reduce costs and achieve  operational
efficiencies.  Although  management of the Portfolio  believes the Trustees will
not  approve  an  arrangement  that is likely to  result  in  higher  costs,  no
assurance  is given  that  costs will be  materially  reduced if this  option is
implemented.

THE VALUATION OF SHARES
The net asset value  ("NAV") of the shares of the Portfolio is determined at the
close of the regular  trading  session of the New York Stock Exchange  (normally
4:00 p.m.,  New York time) each day that the Exchange is open.  NAV per share is
determined by dividing the total value of the securities and other assets,  less
liabilities, by the total number of shares outstanding. Portfolio securities are
valued at their amortized  cost.  Amortized cost valuation  involves  valuing an
instrument  at its cost and  thereafter  assuming  a  constant  amortization  to
maturity  (or such other date as  permitted  by Rule  2a-7) of any  discount  or
premium.  If fluctuating  interest rates cause the market value of the portfolio
to  deviate  more  than  1/2 of 1% from the  value  determined  on the  basis of
amortized cost, the Trustees will consider whether any action, such as adjusting
the Portfolio's NAV to reflect current market conditions, should be initiated to
prevent any material dilutive effect on shareholders.

CUSTODIAN AND TRANSFER AGENT
United Missouri Bank, N.A., P.O. Box 419226,  Kansas City, Missouri  64141-6226,
is the custodian of the Portfolio's  assets. The custodian holds the Portfolio's
assets in safekeeping  and collects and remits the income thereon subject to the
instructions of the Portfolio.

Janus Service  Corporation,  P.O. Box 173375,  Denver,  Colorado  80217-3375,  a
wholly-owned   subsidiary  of  Janus  Capital,   provides  transfer  agency  and
shareholder services for the Portfolio.

JANUS ASPEN SERIES MONEY MARKET PORTFOLIO PROSPECTUS                 May 1, 1996
                                       8
<PAGE>
SHAREHOLDER'S GUIDE

INVESTORS MAY NOT PURCHASE OR REDEEM SHARES OF THE  PORTFOLIO  DIRECTLY.  SHARES
MAY BE PURCHASED OR REDEEMED ONLY THROUGH VARIABLE  INSURANCE  CONTRACTS OFFERED
BY THE  SEPARATE  ACCOUNTS  OF  PARTICIPATING  INSURANCE  COMPANIES  OR  THROUGH
QUALIFIED  RETIREMENT  PLANS.  REFER  TO THE  PROSPECTUS  FOR THE  PARTICIPATING
INSURANCE  COMPANY'S SEPARATE ACCOUNT OR YOUR PLAN DOCUMENTS FOR INSTRUCTIONS ON
PURCHASING  OR SELLING A VARIABLE  INSURANCE  CONTRACT  AND ON HOW TO SELECT THE
PORTFOLIO AS AN INVESTMENT OPTION FOR A CONTRACT OR A QUALIFIED PLAN.

PURCHASES

Purchases  of  Portfolio  shares may be made only by the  separate  accounts  of
insurance  companies for the purpose of funding variable insurance  contracts or
by  qualified  plans.  Refer  to the  prospectus  of the  appropriate  insurance
company's  separate  account or to your plan documents for information on how to
invest in the Portfolio.

All  investments  in the  Portfolio  are credited to a  participating  insurance
company's  separate  account or a qualified plan  immediately upon acceptance of
the investment by the Portfolio.  Investments  will be processed at the NAV next
calculated after an order is received and accepted by the Portfolio.

The Portfolio reserves the right to reject any specific purchase order. Purchase
orders may be refused if, in Janus Capital's opinion,  they are of the size that
would disrupt the  management of the  Portfolio.  The Portfolio may  discontinue
sales of its shares if management  believes that a substantial  further increase
may  adversely  affect  the  Portfolio's   ability  to  achieve  its  investment
objective. In such event, however, it is anticipated that existing policy owners
and plan  participants  invested in the Portfolio would be permitted to continue
to  authorize  investment  in the  Portfolio  and to reinvest  any  dividends or
capital gains distribution.

REDEMPTIONS

Redemptions,  like purchases, may be effected only through the separate accounts
of participating insurance companies or through qualified plans. Please refer to
the appropriate separate account prospectus or plan documents for details.

Shares of the  Portfolio 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 Portfolio. Redemption proceeds will normally be wired to
the  participating  insurance  company the business day following receipt of the
redemption  order,  but in no event later than seven days after  receipt of such
order.

SHAREHOLDER COMMUNICATIONS

Owners of variable insurance contracts and plan participants will receive annual
and semiannual reports including the financial statements of the Portfolio. Each
report  will show the  investments  owned by the  Portfolio  and  market  values
thereof,  as well as other  information  about the Portfolio and its operations.
The Trust's fiscal year ends December 31.

JANUS ASPEN SERIES MONEY MARKET PORTFOLIO PROSPECTUS                 May 1, 1996
                                       9
<PAGE>




                                     [LOGO]
                                  JANUS FUNDS

                              100 Fillmore Street
                             Denver, CO 80206-4923
                                 1-800-525-3713
<PAGE>
[LOGO]

JANUS ASPEN SERIES
- --------------------------------------------------------------------------------
Statement of Additional Information
May 1, 1996
- --------------------------------------------------------------------------------




          Growth Portfolio                   Balanced Portfolio
          Aggressive Growth Portfolio        Flexible Income Portfolio
          Worldwide Growth Portfolio         Short-Term Bond Portfolio
          International Growth Portfolio



This Statement of Additional  Information  ("SAI")  pertains to the funds listed
above,  each of which is a separate  series of Janus  Aspen  Series,  a Delaware
business  trust  (the  "Trust").  Each of these  series of the Trust  represents
shares of beneficial  interest in a separate  portfolio of securities  and other
assets with its own objective  and policies  (individually,  a  "Portfolio"  and
collectively,  the "Portfolios").  Each Portfolio is managed separately by Janus
Capital Corporation ("Janus Capital").

Shares of the  Portfolios  may be  purchased  only by the  separate  accounts of
insurance  companies for the purpose of funding variable life insurance policies
and variable annuity contracts  (collectively,  "variable insurance  contracts")
and by certain qualified retirement plans.

This  SAI is not a  Prospectus  and  should  be read  in  conjunction  with  the
Prospectus  dated May 1, 1996,  which is incorporated by reference into this SAI
and may be obtained from your insurance  company.  This SAI contains  additional
and more detailed  information  about the Portfolios'  operations and activities
than the Prospectus.

<PAGE>
                               JANUS ASPEN SERIES
                      STATEMENT OF ADDITIONAL INFORMATION
                               TABLE OF CONTENTS

                                                                        Page
- --------------------------------------------------------------------------------
Investment Policies, Restrictions and Techniques ........................  3
     Investment Objectives ..............................................  3
     Portfolio Policies .................................................  3
     Investment Restrictions Applicable to All Portfolios ...............  4
     Investment Policies Applicable to Certain Portfolios ...............  5
     Types of Securities and Investment Techniques ......................  6
          Illiquid Investments ..........................................  6
          Zero Coupon, Pay-In-Kind and Step Coupon Securities ...........  6
          Pass-Through Securities .......................................  7
          Depositary Receipts ...........................................  8
          Municipal Obligations .........................................  8
          Other Income-Producing Securities .............................  8
          Repurchase and Reverse Repurchase Agreements ..................  8
          High-Yield/High-Risk Bonds ....................................  9
          Futures, Options and Other Derivative Instruments .............  9
Investment Adviser ...................................................... 16
Custodian, Transfer Agent and Certain Affiliations ...................... 18
Portfolio Transactions and Brokerage .................................... 19
Officers and Trustees ................................................... 21
Shares of the Trust ..................................................... 23
     Net Asset Value Determination ...................................... 23
     Purchases .......................................................... 24
     Redemptions ........................................................ 24
Income Dividends, Capital Gains Distributions and Tax Status ............ 24
Principal Shareholders .................................................. 25
Miscellaneous Information ............................................... 25
     Shares of the Trust ................................................ 25
     Voting Rights ...................................................... 25
     Independent Accountants ............................................ 26
     Registration Statement ............................................. 26
Performance Information ................................................. 26
Financial Statements .................................................... 27
- --------------------------------------------------------------------------------

                                       2
<PAGE>
INVESTMENT POLICIES, RESTRICTIONS AND TECHNIQUES

     Each  Portfolio's  investment  objective is discussed in the Prospectus and
summarized  below.  There is no assurance that the Portfolios will achieve their
respective  objectives.  The  investment  objectives of the  Portfolios  are not
fundamental and may be changed by the Trustees without shareholder approval.

INVESTMENT OBJECTIVES

     Growth  Portfolio  is a  diversified  fund that seeks  long-term  growth of
capital in a manner  consistent  with the  preservation  of capital by investing
primarily in common  stocks of issuers of any size.  Generally,  this  Portfolio
emphasizes issuers with larger market capitalizations.

     Aggressive  Growth Portfolio is a nondiversified  fund that seeks long-term
growth of capital by investing primarily in common stocks. The Portfolio intends
to normally  invest at least 50% of its equity  assets in  securities  issued by
medium-sized companies (as defined in the Prospectus).

     Worldwide  Growth  Portfolio  is a  diversified  fund that seeks  long-term
growth of capital in a manner  consistent  with the  preservation  of capital by
investing  primarily  in common  stocks of foreign and  domestic  issuers of any
size.  Worldwide Growth Portfolio normally invests in issuers from at least five
different countries including the United States.

     International  Growth  Portfolio is a diversified fund that seeks long-term
growth of capital by investing  primarily in common stocks of foreign issuers of
any size.  The  Portfolio  normally  invests at least 65% of its total assets in
issuers from at least five different countries excluding the United States.

     Balanced  Portfolio  is a  diversified  fund that seeks  long-term  capital
growth,  consistent with preservation of capital and balanced by current income.
The  Portfolio  normally  invests  40-60% of its assets in  securities  selected
primarily for growth  potential and 40-60% of its assets in securities  selected
primarily for their income potential.

     Flexible  Income  Portfolio  is a  diversified  fund that seeks to maximize
total return consistent with  preservation of capital.  Total return is expected
to result  from a  combination  of  current  income  and  capital  appreciation,
although  income will normally be the dominant  component of total  return.  The
Portfolio  invests  in all types of  income-producing  securities,  and may have
substantial holdings of debt securities rated below investment grade.

     Short-Term Bond Portfolio is a diversified  fund that seeks as high a level
of current income as is consistent with the preservation of capital by investing
primarily  in short-  and  intermediate-term  fixed-income  securities.  It will
normally maintain an average-weighted maturity not to exceed three years.

PORTFOLIO POLICIES

     The  Prospectus  discusses the types of securities in which the  Portfolios
will invest,  policies of the Portfolios  and the  investment  techniques of the
Portfolios. The Prospectus includes a discussion of portfolio turnover policies.
Portfolio turnover is calculated by dividing total purchases or sales, whichever
is less, by the average monthly value of a Portfolio's securities. The following
table summarizes the portfolio  turnover rates for the fiscal periods indicated.
The information below is for fiscal years ended December 31.

     Portfolio Name                                    1995     1994
- --------------------------------------------------------------------------------
     Growth Portfolio                                  185%     169%
     Aggressive Growth Portfolio                       155%     259%
     Worldwide Growth Portfolio                        113%     217%
     International Growth Portfolio                    211%     275%(1)*
     Balanced Portfolio                                149%     158%
     Flexible Income Portfolio                         236%     234%
     Short-Term Bond Portfolio                         417%     256%
- --------------------------------------------------------------------------------
*    Annualized for periods of less than one year.
(1)  May 2, 1994 (inception) to December 31, 1994.

                                       3
<PAGE>
INVESTMENT RESTRICTIONS APPLICABLE TO ALL PORTFOLIOS

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

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

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

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

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

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

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

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

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

     (a) A Portfolio's  investments in warrants,  valued at the lower of cost or
market,  may not exceed 5% of the value of its net assets.  Included within that
amount,  but not to exceed 2% of the value of a Portfolio's  net assets,  may be
warrants  that  are not  listed  on the New  York or  American  Stock  Exchange.
Warrants  acquired by a Portfolio  in units or attached to  securities  shall be
deemed to be without value for the purpose of monitoring this policy.

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

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

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

                                       4
<PAGE>
     (e) The  Portfolios do not currently  intend to (i) purchase  securities of
other investment companies, except in the open market where no commission except
the ordinary broker's  commission is paid, or (ii) purchase or retain securities
issued by other open-end investment  companies.  Limitations (i) and (ii) do not
apply to money  market funds or to  securities  received as  dividends,  through
offers  of  exchange,  or as a result  of a  reorganization,  consolidation,  or
merger. If a Portfolio invests in a money market fund, Janus Capital will reduce
its advisory  fee by the amount of any  investment  advisory and  administrative
services fees paid to the investment manager of the money market fund.

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

     (g) The  Portfolios  do not  intend to  purchase  securities  of any issuer
(other  than U.S.  government  agencies  and  instrumentalities  or  instruments
guaranteed  by an  entity  with a record of more than  three  years'  continuous
operation,  including  that of  predecessors)  with a record of less than  three
years'  continuous  operation  (including that of predecessors) if such purchase
would cause the cost of a Portfolio's  investments in all such issuers to exceed
5% of that  Portfolio's  total  assets taken at market value at the time of such
purchase.

     (h) The Portfolios do not currently  intend to invest directly in oil, gas,
or other mineral  development or exploration  programs or leases;  however,  the
Portfolios  may own debt or equity  securities  of  companies  engaged  in those
businesses.

     (i) The  Portfolios  may borrow money for  temporary or emergency  purposes
(not for  leveraging or  investment) in an amount not exceeding 25% of the value
of  their  respective   total  assets   (including  the  amount  borrowed)  less
liabilities (other than borrowings).  If borrowings exceed 25% of the value of a
Portfolio's  total  assets by reason of a decline in net assets,  the  Portfolio
will reduce its borrowings within three business days to the extent necessary to
comply  with  the  25%  limitation.  This  policy  shall  not  prohibit  reverse
repurchase  agreements,  deposits of assets to margin or guarantee  positions in
futures,  options,  swaps or forward contracts,  or the segregation of assets in
connection with such contracts.

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

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

     For purposes of the  Portfolios'  restriction  on investing in a particular
industry,  the  Portfolios  will rely primarily on industry  classifications  as
published by Bloomberg L.P.,  provided that financial  service companies will be
classified according to the end users of their services (for example, automobile
finance,  bank  finance  and  diversified  finance are each  considered  to be a
separate  industry).  To the extent that Bloomberg L.P.  classifications  are so
broad that the primary economic characteristics in a single class are materially
different,  the  Portfolios  may further  classify  issuers in  accordance  with
industry  classifications as published by the Securities and Exchange Commission
("SEC").

INVESTMENT POLICIES APPLICABLE TO CERTAIN PORTFOLIOS

     Balanced Portfolio. As an operational policy, at least 25% of the assets of
Balanced Portfolio normally will be invested in fixed-income  senior securities,
which include debt securities and preferred stock.

     Flexible Income Portfolio.  As a fundamental policy, this Portfolio may not
purchase a non-income-producing  security if, after such purchase, less than 80%
of  the  Portfolio's   total  assets  would  be  invested  in   income-producing
securities.  Income-producing  securities  include securities that make periodic
interest  payments  as well as those that make  interest  payments on a deferred
basis or pay  interest  only at maturity  (e.g.,  Treasury  bills or zero coupon
bonds).

     The Portfolio will purchase  defaulted  securities  only when its portfolio
manager believes, based upon its analysis of the financial condition, results of
operations  and  economic  outlook of an issuer,  that  there is  potential  for
resumption  of  income  payments  and  that  the  securities  offer  an  unusual
opportunity for capital  appreciation.  Notwithstanding  the portfolio manager's
belief as to the resumption of income,  however, the purchase of any security on
which  payment of interest or dividends  is suspended  involves a high degree of
risk. Such risk includes, among other things, the following:

                                       5
<PAGE>
     A.  Financial  and Market  Risks.  Investments  in  securities  that are in
default  involve a high degree of financial  and market risks that can result in
substantial or, at times, even total losses. Issuers of defaulted securities may
have  substantial  capital  needs  and may  become  involved  in  bankruptcy  or
reorganization  proceedings.  Among the problems involved in investments in such
issuers is the fact that it may be  difficult  to obtain  information  about the
condition of such issuers. The market prices of such securities also are subject
to abrupt and erratic  movements  and above average  price  volatility,  and the
spread  between the bid and asked prices of such  securities may be greater than
normally expected.

     B. Disposition of Portfolio Securities.  Although Flexible Income Portfolio
generally will purchase  securities for which its portfolio  manager  expects an
active market to be maintained, defaulted securities may be less actively traded
than other securities and it may be difficult to dispose of substantial holdings
of such securities at prevailing  market prices.  Flexible Income Portfolio will
limit its holdings of any such securities to amounts that its portfolio  manager
believes could be readily sold, and its holdings of such  securities  would,  in
any  event,  be limited  so as not to limit the  Portfolio's  ability to readily
dispose of its securities to meet redemptions.

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

     Short-Term Bond Portfolio.  As an operational  policy,  this Portfolio will
not  invest in any debt  security  that,  at the time of  purchase,  causes  its
portfolio of debt securities to have a dollar-weighted  average,  then remaining
term to maturity of three years or more. The portfolio manager will consider the
estimated  prepayment  date  of  mortgage-backed  securities  in  computing  the
portfolio's maturity.

TYPES OF SECURITIES AND INVESTMENT TECHNIQUES

ILLIQUID INVESTMENTS

     Each  Portfolio  may  invest  up to 15%  of  its  net  assets  in  illiquid
investments (i.e., securities that are not readily marketable).  The Trustees of
the Portfolios  have authorized  Janus Capital to make liquidity  determinations
with respect to its securities, including Rule 144A Securities, commercial paper
and  municipal  lease  obligations.  Under  the  guidelines  established  by the
Trustees, Janus Capital will consider the following factors: 1) the frequency of
trades and quoted prices for the obligation; 2) the number of dealers willing to
purchase or sell the security and the number of other potential  purchasers;  3)
the willingness of dealers to undertake to make a market in the security; and 4)
the nature of the security and the nature of the marketplace  trades,  including
the time needed to dispose of the security,  the method of soliciting offers and
the mechanics of the transfer.  In the case of commercial  paper,  Janus Capital
will  also  consider  whether  the  paper is  traded  flat or in  default  as to
principal  and interest and any ratings of the paper by a Nationally  Recognized
Statistical Rating Organization ("NRSRO").

ZERO COUPON, PAY-IN-KIND AND STEP COUPON SECURITIES

     Each  Portfolio  may  invest  up to 10%  of  its  assets  in  zero  coupon,
pay-in-kind and step coupon securities.  Zero coupon bonds are issued and traded
at a discount  from  their face  value.  They do not  entitle  the holder to any
periodic  payment of interest  prior to  maturity.  Step coupon bonds trade at a
discount from their face value and pay coupon  interest.  The coupon rate is low
for an initial period and then increases to a higher coupon rate thereafter. The
discount from the face amount or par value depends on the time  remaining  until
cash payments begin,  prevailing  interest rates,  liquidity of the security and
the perceived credit quality of the issuer.  Pay-in-kind bonds normally give the
issuer an option to pay cash at a coupon  payment date or give the holder of the
security a similar  bond with the same coupon rate and a face value equal to the
amount of the coupon payment that would have been made.

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

                                       6
<PAGE>
even though investment  considerations might otherwise make it undesirable for a
Portfolio to sell the securities at the time.

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

PASS-THROUGH SECURITIES

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

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

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

     Except for GMCs, each of the mortgage-backed  securities described above is
characterized by monthly payments to the holder, reflecting the monthly payments
made by the borrowers who received the underlying  mortgage loans.  The payments
to the  security  holders  (such as the  Portfolios),  like the  payments on the
underlying loans, represent both principal and interest. Although the underlying
mortgage loans are for specified  periods of time,  such as 20 or 30 years,  the
borrowers can, and typically do, pay them off sooner. Thus, the security holders
frequently receive prepayments of principal in addition to the principal that is
part  of the  regular  monthly  payments.  A  portfolio  manager  will  consider
estimated  prepayment  rates in calculating the  average-weighted  maturity of a
Portfolio.  A  borrower  is more  likely  to  prepay  a  mortgage  that  bears a
relatively high rate of interest. This means that in times of declining interest
rates, higher yielding  mortgage-backed  securities held by a Portfolio might be
converted to cash and that  Portfolio  will be forced to accept  lower  interest
rates  when  that  cash  is  used  to  purchase  additional  securities  in  the
mortgage-backed securities sector or in other investment sectors.  Additionally,
prepayments during such periods will limit a Portfolio's  ability to participate
in as large a market gain as may be experienced  with a comparable  security not
subject to prepayment.

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

                                       7
<PAGE>
DEPOSITARY RECEIPTS

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

MUNICIPAL OBLIGATIONS

     The  Portfolios  may  invest in  municipal  obligations  issued by  states,
territories  and  possessions of the United States and the District of Columbia.
The value of municipal obligations can be affected by changes in their actual or
perceived  credit  quality.  The credit quality of municipal  obligations can be
affected  by,  among other  things,  the  financial  condition  of the issuer or
guarantor,  the  issuer's  future  borrowing  plans and sources of revenue,  the
economic  feasibility of the revenue bond project or general borrowing  purpose,
political or economic  developments  in the region where the security is issued,
and the liquidity of the security.  Because  municipal  securities are generally
traded  over-the-counter,  the liquidity of a particular  issue often depends on
the  willingness  of dealers to make a market in the security.  The liquidity of
some  municipal  obligations  may be  enhanced by demand  features,  which would
enable a  Portfolio  to demand  payment  on short  notice  from the  issuer or a
financial intermediary.

OTHER INCOME-PRODUCING SECURITIES

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

     Variable and  floating  rate  obligations.  These types of  securities  are
relatively long-term instruments that often carry demand features permitting the
holder to demand  payment of  principal  at any time or at  specified  intervals
prior to maturity.

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

     Tender option bonds.  Tender option bonds are  relatively  long-term  bonds
that are coupled with the  agreement of a third party (such as a broker,  dealer
or bank) to grant the  holders  of such  securities  the  option  to tender  the
securities to the institution at periodic intervals.

     Inverse  floaters.  Inverse  floaters are debt  instruments  whose interest
bears an inverse  relationship  to the interest  rate on another  security.  The
Portfolios  will not invest more than 5% of their  respective  assets in inverse
floaters.

REPURCHASE AND REVERSE REPURCHASE AGREEMENTS

     In  a  repurchase   agreement,   a  Portfolio   purchases  a  security  and
simultaneously  commits to resell that  security to the seller at an agreed upon
price on an agreed  upon date  within a number  of days  (usually  not more than
seven) from the date of purchase.  The resale price  reflects the purchase price
plus an agreed upon  incremental  amount that is unrelated to the coupon rate or
maturity  of  the  purchased  security.  A  repurchase  agreement  involves  the
obligation  of the seller to pay the agreed upon price,  which  obligation is in
effect  secured by the value (at least  equal to the  amount of the agreed  upon
resale  price  and  marked-to-market   daily)  of  the  underlying  security  or
"collateral."  A Portfolio may engage in a repurchase  agreement with respect to
any  security  in which it is  authorized  to  invest.  A risk  associated  with
repurchase  agreements is the failure of the seller to repurchase the securities
as agreed,  which may cause a Portfolio  to suffer a loss if the market value of
such securities  declines  before they can be liquidated on the open market.  In
the event of bankruptcy  or insolvency of the seller,  a Portfolio may encounter
delays  and incur  costs in  liquidating  the  underlying  security.  Repurchase
agreements  that mature in more than seven days will be subject to the 15% limit
on illiquid  investments.  While it is not possible to eliminate  all risks from
these

                                       8
<PAGE>
transactions,  it is the policy of the Portfolios to limit repurchase agreements
to those parties whose creditworthiness has been reviewed and found satisfactory
by Janus Capital.

     A  Portfolio  may use  reverse  repurchase  agreements  to provide  cash to
satisfy unusually heavy redemption  requests or for other temporary or emergency
purposes  without the  necessity  of selling  portfolio  securities,  or to earn
additional income on portfolio securities, such as Treasury bills or notes. In a
reverse repurchase agreement,  a Portfolio sells a portfolio security to another
party,  such as a bank or  broker-dealer,  in  return  for  cash and  agrees  to
repurchase  the  instrument  at a  particular  price and  time.  While a reverse
repurchase  agreement  is  outstanding,  a  Portfolio  will  maintain  cash  and
appropriate  liquid  assets  in a  segregated  custodial  account  to cover  its
obligation  under  the  agreement.   The  Portfolios  will  enter  into  reverse
repurchase agreements only with parties that Janus Capital deems creditworthy.

HIGH-YIELD/HIGH-RISK SECURITIES

     Flexible Income  Portfolio may invest without limit in debt securities that
are rated below investment grade (e.g., securities rated BB or lower by Standard
& Poor's  Ratings  Services  ("Standard  &  Poor's")  or Ba or lower by  Moody's
Investors Service, Inc. ("Moody's")). Each of the other Portfolios may invest up
to 35% of its net assets in such securities.  Lower rated  securities  involve a
higher  degree of credit  risk,  which is the risk that the issuer will not make
interest  or  principal  payments  when due.  In the  event of an  unanticipated
default,  a Portfolio  would  experience  a reduction  in its income,  and could
expect a decline in the market value of the securities so affected.

     Each  Portfolio  may also invest in unrated debt  securities of foreign and
domestic  issuers.  Unrated debt,  while not  necessarily  of lower quality than
rated securities,  may not have as broad a market.  Because these ratings do not
take into  account  individual  factors  relevant  to each  issue and may not be
updated  regularly,  Janus  Capital may treat such  securities  as unrated debt.
Unrated  debt  securities  will be included  in the 35% limit of each  Portfolio
unless its manager  deems such  securities  to be the  equivalent  of investment
grade securities.

FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS

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

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

     The  Portfolios  intend  to  comply  with  guidelines  of  eligibility  for
exclusion from the definition of the term "commodity  pool operator"  adopted by
the CFTC and the National  Futures  Association,  which regulate  trading in the
futures markets.  The Portfolios will use futures  contracts and related options
primarily for bona fide hedging purposes within the meaning of CFTC regulations.
To the extent  that the  Portfolios  hold  positions  in futures  contracts  and
related  options  that do not fall within the  definition  of bona fide  hedging
transactions,  the aggregate  initial margin and premiums  required to establish
such positions will not exceed 5% of the fair market value of a Portfolio's  net
assets,  after taking into account  unrealized  profits and unrealized losses on
any such contracts it has entered into.

                                       9
<PAGE>
     Although a Portfolio  will  segregate  cash and liquid  assets in an amount
sufficient to cover its open futures obligations, the segregated assets would be
available to that Portfolio  immediately upon closing out the futures  position,
while settlement of securities  transactions  could take several days.  However,
because  a  Portfolio's  cash  that  may  otherwise  be  invested  would be held
uninvested  or  invested  in  high-grade  liquid  assets so long as the  futures
position  remains open, such  Portfolio's  return could be diminished due to the
opportunity losses of foregoing other potential investments.

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

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

     The ordinary spreads between prices in the cash and futures markets, due to
differences in the nature of those markets,  are subject to distortions.  First,
all  participants  in the  futures  market are  subject  to  initial  margin and
variation margin  requirements.  Rather than meeting additional variation margin
requirements,  investors  may close out  futures  contracts  through  offsetting
transactions which could distort the normal price relationship  between the cash
and futures  markets.  Second,  the liquidity of the futures  market  depends on
participants entering into offsetting  transactions rather than making or taking
delivery  of the  instrument  underlying  a  futures  contract.  To  the  extent
participants  decide to make or take  delivery,  liquidity in the futures market
could be reduced and prices in the futures  market  distorted.  Third,  from the
point of view of  speculators,  the margin deposit  requirements  in the futures
market are less  onerous  than margin  requirements  in the  securities  market.
Therefore,  increased  participation  by  speculators  in the futures market may
cause  temporary  price  distortions.  Due to the  possibility  of the foregoing
distortions,  a correct forecast of general price trends by a portfolio  manager
still may not result in a successful use of futures.

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

     The  prices of futures  contracts  depend  primarily  on the value of their
underlying  instruments.  Because there are a limited number of types of futures
contracts, it is possible that the standardized futures contracts available to a
Portfolio  will  not  match  exactly  such  Portfolio's   current  or  potential
investments.  A Portfolio may buy and sell futures contracts based on underlying
instruments  with  different  characteristics  from the  securities  in which it
typically

                                       10
<PAGE>
invests - for example,  by hedging  investments in portfolio  securities  with a
futures  contract  based on a broad index of securities - which  involves a risk
that the futures  position will not correlate  precisely with the performance of
such Portfolio's investments.

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

     Because futures  contracts are generally settled within a day from the date
they are closed out,  compared  with a settlement  period of three days for some
types of securities,  the futures markets can provide superior  liquidity to the
securities markets. Nevertheless,  there is no assurance that a liquid secondary
market will exist for any particular futures contract at any particular time. In
addition,  futures  exchanges may establish daily price  fluctuation  limits for
futures  contracts  and may halt trading if a  contract's  price moves upward or
downward  more than the limit in a given day. On volatile  trading days when the
price  fluctuation  limit is reached,  it may be  impossible  for a Portfolio to
enter into new  positions  or close out  existing  positions.  If the  secondary
market for a futures contract is not liquid because of price fluctuation  limits
or  otherwise,  a Portfolio  may not be able to promptly  liquidate  unfavorable
futures  positions  and  potentially  could be  required  to  continue to hold a
futures position until the delivery date, regardless of changes in its value. As
a result,  such  Portfolio's  access to other  assets  held to cover its futures
positions also could be impaired.

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

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

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

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

                                       11
<PAGE>
     Forward  Contracts.  A forward contract is an agreement between two parties
in which one party is obligated to deliver a stated  amount of a stated asset at
a  specified  time in the  future  and the  other  party is  obligated  to pay a
specified  amount for the assets at the time of  delivery.  The  Portfolios  may
enter into forward contracts to purchase and sell government securities,  equity
or income securities, foreign currencies or other financial instruments. Forward
contracts generally are traded in an interbank market conducted directly between
traders  (usually large commercial  banks) and their  customers.  Unlike futures
contracts,   which  are  standardized   contracts,   forward  contracts  can  be
specifically  drawn to meet the needs of the parties  that enter into them.  The
parties to a forward  contract  may agree to offset or  terminate  the  contract
before its  maturity,  or may hold the  contract to maturity  and  complete  the
contemplated exchange.

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

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

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

     While forward  contracts are not currently  regulated by the CFTC, the CFTC
may in the future assert authority to regulate forward contracts. In such event,
the  Portfolios'  ability to utilize  forward  contracts may be  restricted.  In
addition,  a Portfolio may not always be able to enter into forward contracts at
attractive  prices and may be limited in its ability to use these  contracts  to
hedge Portfolio assets.

     Options on Foreign Currencies.  The Portfolios may buy and write options on
foreign  currencies  in a manner  similar  to that in which  futures  or forward
contracts on foreign currencies will be utilized.  For example, a decline in the
U.S.  dollar  value of a foreign  currency  in which  portfolio  securities  are
denominated will reduce the U.S. dollar value of such securities,  even if their
value in the foreign currency remains constant. In order to protect against such
diminutions  in the  value of  portfolio  securities,  a  Portfolio  may buy put
options on the foreign  currency.

                                       12
<PAGE>
If the value of the currency  declines,  such  Portfolio  will have the right to
sell such currency for a fixed amount in U.S. dollars,  thereby  offsetting,  in
whole or in part, the adverse effect on its portfolio.

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

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

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

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

     The  Portfolios  also may write  call  options on  foreign  currencies  for
cross-hedging purposes. A call option on a foreign currency is for cross-hedging
purposes  if it is  designed  to  provide a hedge  against  a decline  due to an
adverse change in the exchange rate in the U.S. dollar value of a security which
a  Portfolio  owns or has the right to acquire and which is  denominated  in the
currency  underlying the option.  Call options on foreign  currencies  which are
entered  into for  cross-hedging  purposes  are not  covered.  However,  in such
circumstances,  a Portfolio will collateralize the option by segregating cash or
high-grade  liquid assets in an amount not less than the value of the underlying
foreign currency in U.S. dollars marked-to-market daily.

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

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

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

                                       13
<PAGE>
     The  Portfolios  also may  write  call  options  that are not  covered  for
cross-hedging  purposes.  A  Portfolio  collateralizes  its  obligation  under a
written call option for cross-hedging purposes by segregating cash or high-grade
liquid  assets in an amount  not less than the  market  value of the  underlying
security,  marked-to-market  daily.  A  Portfolio  would write a call option for
cross-hedging  purposes,  instead of  writing a covered  call  option,  when the
premium to be received from the cross-hedge  transaction would exceed that which
would be received from writing a covered call option and its  portfolio  manager
believes that writing the option would achieve the desired hedge.

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

     The writer of an option that wishes to terminate its  obligation may effect
a "closing  purchase  transaction."  This is accomplished by buying an option of
the same series as the option previously written.  The effect of the purchase is
that  the  writer's  position  will be  canceled  by the  clearing  corporation.
However,  a writer may not effect a closing  purchase  transaction  after  being
notified of the exercise of an option.  Likewise,  an investor who is the holder
of  an  option  may   liquidate  its  position  by  effecting  a  "closing  sale
transaction."  This is  accomplished  by selling an option of the same series as
the  option  previously  bought.  There is no  guarantee  that  either a closing
purchase or a closing sale transaction can be effected.

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

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

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

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

                                       14
<PAGE>
Buy-and-write  transactions  using at-the-money call options may be used when it
is expected  that the price of the  underlying  security  will  remain  fixed or
advance  moderately during the option period.  Buy-and-write  transactions using
out-of-the-money  call options may be used when it is expected that the premiums
received from writing the call option plus the  appreciation in the market price
of the  underlying  security up to the  exercise  price will be greater than the
appreciation in the price of the underlying  security alone. If the call options
are  exercised  in such  transactions,  a  Portfolio's  maximum gain will be the
premium received by it for writing the option,  adjusted upwards or downwards by
the difference  between that Portfolio's  purchase price of the security and the
exercise price. If the options are not exercised and the price of the underlying
security  declines,  the amount of such  decline will be offset by the amount of
premium received.

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

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

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

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

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

     The swap market has grown substantially in recent years with a large number
of banks and  investment  banking firms acting both as principals  and as agents
utilizing standardized swap documentation. Janus Capital has determined that, as
a result, the swap market has become relatively liquid. Caps and floors are more
recent  innovations  for  which  standardized  documentation  has not  yet  been
developed  and,  accordingly,  they are less liquid than swaps.  To the extent a
Portfolio  sells  (i.e.,  writes)  caps and floors,  it will  segregate  cash or
high-grade  liquid  assets having an aggregate net asset value at least equal to
the full amount,  accrued on a daily basis, of its  obligations  with respect to
any caps or floors.

     There is no limit on the amount of interest rate swap transactions that may
be entered into by a Portfolio. These transactions may in some instances involve
the  delivery of  securities  or other  underlying  assets by a Portfolio or its
counterparty   to   collateralize   obligations   under  the  swap.   Under  the
documentation  currently used in those markets, the risk of loss with respect to
interest  rate  swaps  is  limited  to the net  amount  of the  payments  that a
Portfolio is contractually  obligated to make. If the other party to an interest
rate swap that is not collateralized  defaults,  a Portfolio would risk the loss
of the net amount of the payments that it  contractually is entitled to receive.

                                       15
<PAGE>
A Portfolio may buy and sell (i.e.,  write) caps and floors without  limitation,
subject to the segregation requirement described above.

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

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

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

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

INVESTMENT ADVISER

     As stated in the  Prospectus,  each  Portfolio has an  Investment  Advisory
Agreement with Janus Capital, 100 Fillmore Street, Denver,  Colorado 80206-4923.
Each Advisory  Agreement  provides  that Janus  Capital will furnish  continuous
advice and  recommendations  concerning  the  Portfolios'  investments,  provide
office  space for the  Portfolios,  pay the  salaries,  fees and expenses of all
Portfolio  officers and of those Trustees who are affiliated with Janus Capital,
and pay all  expenses of promoting  the sale of Portfolio  shares other than the
cost of complying with  applicable  laws relating to the offer or sale of shares
of  the   Portfolios.   Janus   Capital  also  may  make  payments  to  selected
broker-dealer  firms or institutions  which were instrumental in the acquisition
of  shareholders  for the  Portfolios  or other  Janus  Funds  or which  perform
recordkeeping  or other  services  with  respect to  shareholder  accounts.  The
minimum  aggregate  size required for  eligibility  for such  payments,  and the
factors in selecting the broker-dealer firms and institutions to which they will
be made,  are determined  from time to time by Janus  Capital.  Janus Capital is
also authorized to perform the management and administrative  services necessary
for the operation of the Portfolios.

                                       16
<PAGE>
     The  Portfolios  pay  custodian  and  transfer  agent  fees  and  expenses,
brokerage  commissions  and dealer spreads and other expenses in connection with
the execution of portfolio transactions, legal and accounting expenses, interest
and taxes,  registration fees, expenses of shareholders' meetings and reports to
shareholders,  fees and  expenses of Portfolio  Trustees who are not  affiliated
with Janus Capital and other costs of complying with  applicable laws regulating
the sale of Portfolio shares. Pursuant to the Advisory Agreements, Janus Capital
furnishes  certain  other  services,  including  net asset value  determination,
portfolio  accounting and recordkeeping,  for which the Portfolios may reimburse
Janus Capital for its costs.

   
     Growth Portfolio,  Aggressive Growth Portfolio, Worldwide Growth Portfolio,
International  Growth  Portfolio  and  Balanced  Portfolio  have each  agreed to
compensate Janus Capital for its services by the monthly payment of a fee at the
annual rate of 1% of the first $30  million of the  average  daily net assets of
each Portfolio, .75% of the next $270 million of the average daily net assets of
each Portfolio, .70% of the next $200 million of the average daily net assets of
each  Portfolio  and .65% of the average  daily net assets of each  Portfolio in
excess of $500 million.  The advisory fee is calculated and payable daily. Janus
Capital has  voluntarily  agreed to cap the  advisory  fee of Growth  Portfolio,
Aggressive Growth Portfolio,  Worldwide Growth Portfolio,  International  Growth
Portfolio  and Balanced  Portfolio at the  effective  rate of Janus Fund,  Janus
Enterprise  Fund,  Janus Worldwide Fund,  Janus Overseas Fund and Janus Balanced
Fund (the "retail funds"),  respectively. The effective rate of each retail fund
is the advisory  fee  calculated  by such fund on the last day of each  calendar
quarter.  If the assets of the corresponding  retail fund exceed the assets of a
Portfolio  as of the last day of any  calendar  quarter,  then the  advisory fee
payable by that Portfolio for the following calendar quarter will be a flat rate
equal to such effective  rate. The effective  rate  (annualized)  of Janus Fund,
Janus  Enterprise  Fund,  Janus  Worldwide  Fund,  Janus Overseas Fund and Janus
Balanced Fund were 0.65%, 0.73%, 0.67%, 0.78% and 0.80%,  respectively,  for the
quarter ended March 31, 1996.
    

     In  addition,  Janus  Capital  has agreed to  reimburse  Growth  Portfolio,
Aggressive Growth Portfolio,  Worldwide Growth Portfolio,  International  Growth
Portfolio and Balanced  Portfolio by the amount,  if any, that such  Portfolio's
normal operating  expenses  chargeable to its income account in any fiscal year,
including  the  investment  advisory fee but  excluding  brokerage  commissions,
interest,  taxes  and  extraordinary  expenses,  exceed  2.50% of the  first $30
million  of average  daily net  assets,  plus  2.00% of the next $70  million of
average  daily net assets,  plus 1.50% of the  balance of the average  daily net
assets of each  Portfolio for a fiscal year.  Mortality  risk,  expense risk and
other charges imposed by participating insurance companies are excluded from the
above expense limitation.

     Flexible Income Portfolio and Short-Term Bond Portfolio have each agreed to
compensate Janus Capital for its services by the monthly payment of a fee at the
annual rate of .65% of the first $300 million of the average daily net assets of
the  Portfolio,  plus .55% of the average  daily net assets of the  Portfolio in
excess of $300 million.  The fee is calculated and payable daily.  Janus Capital
has agreed to waive the advisory fee payable by either of these Portfolios in an
amount  equal to the amount,  if any,  that such  Portfolio's  normal  operating
expenses  chargeable  to its income  account in any fiscal year,  including  the
investment advisory fee but excluding brokerage commissions, interest, taxes and
extraordinary  expenses,  exceed 1% of the average daily net assets for a fiscal
year for Flexible Income  Portfolio and .65% of the average daily net assets for
a fiscal year for Short-Term  Bond Portfolio.  Mortality risk,  expense risk and
other charges imposed by participating insurance companies are excluded from the
above expense limitation.

     Janus Capital may terminate any of the fee  reductions,  waivers or expense
limitation  arrangements described above at any time upon 90 days' notice to the
Trustees.

   
     The following table summarizes the advisory fees paid by the Portfolios and
any advisory fee waivers for the periods indicated. The information below is for
fiscal years ended December 31.
    

<TABLE>
<CAPTION>
   
                                             1995                               1994                            1993(1)
Portfolio Name                     Advisory Fees   Waivers(4)       Advisory Fees     Waivers(4)       Advisory Fees    Waivers(4)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>           <C>                <C>              <C>                 <C>           <C>
Growth Portfolio                      $505,442           --            $173,369             --              $6,304        $6,304(2)
Aggressive Growth Portfolio            809,493           --             109,603             --               2,573         2,573(2)
Worldwide Growth Portfolio             402,832           --             157,194             --               4,834         4,834(2)
International Growth Portfolio          15,182      $12,920               9,008(3)      $9,008(2,3)            N/A           N/A
Balanced Portfolio                      46,900           --              19,489             --               1,351         1,351(2)
Flexible Income Portfolio               36,114          160              10,635          5,688                 974           974(2)
Short-Term Bond Portfolio               17,725       17,725(2)           11,530         11,530(2)              965           965(2)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  September 13, 1993 (inception) to December 31, 1993.
(2)  Fee waiver by Janus Capital exceeded the advisory fee.
(3)  May 2, 1994 (inception) to December 31, 1994.
(4)  In addition to these fee  waivers,  Janus  Capital has agreed to reduce the
     advisory  fee  of  the  Growth,   Aggressive   Growth,   Worldwide  Growth,
     International  Growth and Balanced  Portfolios  to the extent that such fee
     exceeds the effective rate of the Janus retail fund  corresponding  to such
     Portfolio. See the prospectus for details.
    

     The current Advisory  Agreement for  International  Growth Portfolio became
effective on February 10, 1994.  The current  Advisory  Agreements for the other
Portfolios  became  effective on June 16, 1993.  Each  Advisory

                                       17
<PAGE>
Agreement will continue in effect until June 16, 1996, and thereafter  from year
to year so long as such  continuance  is approved  annually by a majority of the
Portfolios'  Trustees  who  are  not  parties  to  the  Advisory  Agreements  or
interested  persons  of  any  such  party,  and  by  either  a  majority  of the
outstanding  voting  shares or the  Trustees of the  Portfolios.  Each  Advisory
Agreement  i) may be  terminated  without  the  payment  of any  penalty  by any
Portfolio  or  Janus  Capital  on  60  days'  written  notice;   ii)  terminates
automatically  in the event of its assignment;  and iii)  generally,  may not be
amended  without  the  approval  by vote of a majority  of the  Trustees  of the
affected  Portfolio,  including the Trustees who are not  interested  persons of
that Portfolio or Janus Capital and, to the extent required by the 1940 Act, the
vote of a majority of the outstanding voting securities of that Portfolio.

     Janus Capital also performs  investment  advisory services for other mutual
funds,  and for  individual,  charitable,  corporate  and  retirement  accounts.
Investment  decisions for each account  managed by Janus Capital,  including the
Portfolios,  are made  independently from those for any other account that is or
may in the  future  become  managed  by Janus  Capital  or its  affiliates.  If,
however,  a number of accounts  managed by Janus  Capital are  contemporaneously
engaged  in the  purchase  or sale  of the  same  security,  the  orders  may be
aggregated  and/or the  transactions  may be averaged as to price and  allocated
equitably to each account. In some cases, this policy might adversely affect the
price paid or  received  by an account or the size of the  position  obtained or
liquidated  for an account.  Pursuant to an exemptive  order granted by the SEC,
the Portfolios and other  portfolios  advised by Janus Capital may also transfer
daily uninvested cash balances into one or more joint trading  accounts.  Assets
in the joint trading  accounts are invested in money market  instruments and the
proceeds are allocated to the participating portfolios on a pro rata basis.

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

     As indicated in the Prospectus,  Janus Capital permits investment and other
personnel to purchase and sell  securities  for their own accounts in accordance
with a Janus Capital policy regarding personal investing by directors,  officers
and  employees  of  Janus  Capital  and  the  Portfolios.  The  policy  requires
investment  personnel and officers of Janus Capital,  inside  directors of Janus
Capital and the Portfolios and other designated persons deemed to have access to
current  trading  information  to pre-clear all  transactions  in securities not
otherwise exempt under the policy. Requests for trading authority will be denied
when, among other reasons,  the proposed personal  transaction would be contrary
to the  provisions  of the  policy or would be deemed to  adversely  affect  any
transaction then known to be under consideration for or to have been effected on
behalf of any client account, including the Portfolios.

     In addition to the  pre-clearance  requirement  described above, the policy
subjects investment personnel,  officers and directors/Trustees of Janus Capital
and the Portfolios to various trading  restrictions  and reporting  obligations.
All reportable  transactions  are reviewed for compliance  with Janus  Capital's
policy.  Those  persons  also may be required  under  certain  circumstances  to
forfeit their profits made from personal trading.

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

     Kansas City Southern  Industries,  Inc., a publicly  traded holding company
whose primary subsidiaries are engaged in transportation, information processing
and financial services ("KCSI"), owns approximately 83% of Janus Capital. Thomas
H.  Bailey,  the  President  and  Chairman of the Board of Janus  Capital,  owns
approximately  12% of its voting  stock and, by agreement  with KCSI,  selects a
majority of Janus Capital's Board.

CUSTODIAN, TRANSFER AGENT AND CERTAIN AFFILIATIONS

     Investors  Fiduciary  Trust Company  ("IFTC"),  127 W. 10th Street,  Kansas
City,  Missouri  64105,  is the  custodian  of the  securities  and  cash of the
Portfolios maintained in the United States. IFTC is a wholly-owned subsidiary of
State Street Bank and Trust  Company  ("State  Street"),  P.O. Box 351,  Boston,
Massachusetts 02101. State Street maintains custody of assets held through IFTC.
State  Street and the foreign  subcustodians  selected by it and approved by the
Trustees, have custody of the assets of the Portfolios held outside the U.S. and
cash incidental thereto.  State Street may also have custody of certain domestic
and foreign  securities  held in  connection  with  repurchase  agreements.  The
custodians and  subcustodians  hold the  Portfolios'  assets in safekeeping  and
collect  and remit the  income  thereon,  subject  to the  instructions  of each
Portfolio.

     Janus  Service  Corporation  ("Janus  Service"),  P.O. Box 173375,  Denver,
Colorado  80217-3375,  a  wholly-owned  subsidiary  of  Janus  Capital,  is  the
Portfolios'  transfer agent. In addition,  Janus Service  provides certain other
administrative,   recordkeeping  and  shareholder   relations  services  to  the
Portfolios.  Janus  Service  is not  compensated  for its  services,  except for
out-of-pocket costs.

     The Portfolios pay DST Systems,  Inc. ("DST"),  a minority owned subsidiary
of KCSI, license fees for the use of DST's fund accounting systems.

                                       18
<PAGE>
     The Portfolios paid the following fees to DST, net of credits, for the year
ended December 31, 1995:

   
Portfolio Name                          Fees and Expenses to DST
- --------------------------------------------------------------------------------
Growth Portfolio                                 $4,182
Aggressive Growth Portfolio                     ($1,528)
Worldwide Growth Portfolio                       $6,520
International Growth Portfolio                   $3,331
Balanced Portfolio                               $3,984
Flexible Income Portfolio                        $4,462
Short-Term Bond Portfolio                        $3,386
- --------------------------------------------------------------------------------
    

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

PORTFOLIO TRANSACTIONS AND BROKERAGE

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

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

     For the year ended December 31, 1995, the total brokerage  commissions paid
by the  Portfolios  to  brokers  and  dealers  in  transactions  identified  for
execution  primarily on the basis of research and other services provided to the
Portfolios are summarized below:

   
Portfolio Name                Commissions  Transactions  % of Total Transactions
- --------------------------------------------------------------------------------
Growth Portfolio                $ 90,387    $63,658,884          23.60%
Aggressive Growth Portfolio     $121,258    $66,654,404          21.61%
Worldwide Growth Portfolio      $ 20,605    $ 9,598,697           7.02%
International Growth Portfolio  $    217    $    82,661           1.63%
Balanced Portfolio              $  3,806    $ 2,319,352          16.33%
- --------------------------------------------------------------------------------
    

                                       19
<PAGE>
     Janus  Capital may use research  products  and services in servicing  other
accounts in addition to the  Portfolios.  If Janus Capital  determines  that any
research  product or service has a mixed use, such that it also serves functions
that do not assist in the investment  decision-making process, Janus Capital may
allocate the costs of such service or product accordingly.  Only that portion of
the  product or service  that Janus  Capital  determines  will  assist it in the
investment  decision-making  process  may be paid  for in  brokerage  commission
dollars. Such allocation may create a conflict of interest for Janus Capital.

     Janus Capital does not enter into agreements with any brokers regarding the
placement  of  securities  transactions  because of the research  services  they
provide.   It  does,   however,   have  an  internal  procedure  for  allocating
transactions in a manner consistent with its execution policy to brokers that it
has identified as providing superior  executions and research,  research-related
products  or  services  which  benefit  its  advisory  clients,   including  the
Portfolios.  Research products and services  incidental to effecting  securities
transactions furnished by brokers or dealers may be used in servicing any or all
of Janus  Capital's  clients and such  research may not  necessarily  be used by
Janus  Capital in connection  with the accounts  which paid  commissions  to the
broker-dealer providing such research products and services.

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

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

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

     The following table lists the total amount of brokerage commissions paid by
each Portfolio for the fiscal periods ending on December 31st of each year:

   
Portfolio Name                          1995             1994           1993(1)
- --------------------------------------------------------------------------------
Growth Portfolio                      $355,523         $85,851          $5,847
Aggressive Growth Portfolio           $574,631         $86,296          $1,552
Worldwide Growth Portfolio            $345,216         $33,299          $1,232
International Growth Portfolio        $ 14,394         $   987(2)          N/A
Balanced Portfolio                    $ 18,745         $ 4,171          $  507
- --------------------------------------------------------------------------------
(1)  September 13, 1993 (inception) to December 31, 1993.
(2)  May 2, 1994 (inception) to December 31, 1994.
NOTE:     Portfolios  that are not  included in the table did not pay  brokerage
          commissions  because  securities   transactions  for  such  Portfolios
          involved dealers acting as principals.
    

     Included in such brokerage  commissions  are the following  amounts paid to
DSTS, which served to reduce each Portfolio's out-of-pocket expenses as follows:

<TABLE>
<CAPTION>
   
                                   Commission
                              Paid through DSTS
                             for the Period Ended           Reduction          % of Total        % of Total
Fund Name                     December 31, 1995*           of Expenses*       Commissions+      Transactions+
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                       <C>                 <C>                <C>  
Growth Portfolio                  $ 9,498                   $ 7,123             2.67%              2.29%
Aggressive Growth Portfolio       $17,564                   $13,173             3.06%              3.00%
International Growth Portfolio    $    37                   $    28             0.26%              0.23%
Worldwide Growth Portfolio        $ 4,499                   $ 3,374             1.30%              1.71%
Balanced Portfolio                $   450                   $   337             2.40%              2.12%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*    The  difference  between  commissions  paid to DSTS  and  expenses  reduced
     constitute commissions paid to an unaffiliated clearing broker.
+    Differences in the percentage of total commissions versus the percentage of
     total  transactions  are due, in part, to variations among share prices and
     number of shares  traded,  while average price per share  commission  rates
     were substantially the same.
NOTE:     Portfolios  that did not  execute  trades with DSTS during the periods
          indicated are not included in the table.
    

                                       20
<PAGE>
<TABLE>
<CAPTION>
                             Commission                                                        Commission Paid
                            Paid Through                                                        through DSTS
                            DSTS for the                                                        for the Period        Reduction of
                            Period Ended      Reduction of     % of Total        % of Total          Ended            Expenses for
Portfolio Name                12/31/94*         Expenses*     Commissions+      Transactions+    12/31/93*(1)          that Period*
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>               <C>              <C>               <C>              <C>                    <C>
Growth Portfolio               $2,466            $1,850           2.9%              1.9%             $24                    $18
Aggressive Growth Portfolio    $2,775            $2,081           3.2%              2.1%             N/A                    N/A
Worldwide Growth Portfolio     $  201            $  151           0.6%              0.1%             N/A                    N/A
Balanced Portfolio             $   77            $   57           1.8%              0.9%             $12                    $ 9
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*    The  difference  between  commissions  paid to DSTS  and  expenses  reduced
     constitute commissions paid to an unaffiliated clearing broker.
+    Differences in the percentage of total commissions versus the percentage of
     total  transactions  are due, in part, to variations among share prices and
     number of shares  traded,  while average price per share  commission  rates
     were substantially the same.
(1)  September 13, 1993 (inception) to December 31, 1993.
NOTE:     Portfolios  that did not  execute  trades with DSTS during the periods
          indicated are not included in the table.

     As of December 31,  1995,  certain  Portfolios  owned  securities  of their
regular broker-dealers (or parents), as shown below:

<TABLE>
<CAPTION>
   
Portfolio Name                          Name of Broker-Dealer              Value of Securities Owned
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                           <C>
International Growth Portfolio            HSBC Holdings PLC                         $ 18,158
Growth Portfolio                      Merrill Lynch and Co., Inc.                   $567,375
Growth Portfolio                       Morgan Stanley Group, Inc.                   $374,906
Worldwide Growth Portfolio                HSBC Holdings PLC                         $278,427
</TABLE>
    


OFFICERS AND TRUSTEES

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

Thomas H. Bailey*# - Trustee, Chairman and President
     100 Fillmore Street
     Denver, CO 80206-4923
     Trustee,  Chairman and President of Janus  Investment  Fund+.  Chairman and
     President of Janus Capital. Chairman and Director of IDEX Management, Inc.,
     Largo, Florida (50% subsidiary of Janus Capital and investment adviser to a
     group of mutual funds) ("IDEX").

   
James P. Craig, III*# - Trustee and Executive Vice President
     100 Fillmore Street
     Denver, CO 80206-4923
     Executive Vice President, Trustee and Portfolio Manager of Janus Investment
     Fund+.  Chief  Investment  Officer,  Vice  President  and Director of Janus
     Capital.

James P. Goff* - Executive Vice President
     100 Fillmore Street
     Denver, CO 80206-4923
     Executive Vice President and Portfolio  Manager of Janus  Investment  Fund.
     Vice  President of Janus  Capital.  Formerly,  securities  analyst at Janus
     Capital (1988 to 1992).

Warren B. Lammert* - Executive Vice President
     100 Fillmore Street
     Denver, CO 80206-4923
     Executive Vice President and Portfolio  Manager of Janus  Investment  Fund.
     Vice  President of Janus  Capital.  Formerly,  securities  analyst at Janus
     Capital (1990 to 1992).
    

Ronald V. Speaker* - Executive Vice President
     100 Fillmore Street
     Denver, CO 80206-4923
     Executive Vice President and Portfolio  Manager of Janus Investment  Fund+.
     Vice President of Janus Capital. Formerly,  securities analyst and research
     associate at Janus Capital (1986 to 1992).

- --------------------------------------------------------------------------------
*    Interested person of the Trust and of Janus Capital.
#    Member of the Executive Committee.
+    Includes  comparable  office with various Janus funds that were reorganized
     into Janus Investment Fund on August 7, 1992.

                                       21
<PAGE>
   
Helen Young Hayes* - Executive Vice President
     100 Fillmore Street
     Denver, CO 80206-4923
     Executive Vice President and Portfolio  Manager of Janus  Investment  Fund.
     Vice  President  of Janus  Capital.  Formerly  (1987 to  1993),  securities
     analyst at Janus Capital.

Blaine P. Rollins* - Executive Vice President
     100 Fillmore Street
     Denver, CO 80206-4923
     Executive Vice President and Portfolio  Manager of Janus  Investment  Fund.
     Formerly,  fixed-income  trader  and  equity  securities  analyst  at Janus
     Capital (1990-1995).

Sandy R. Rufenacht* - Executive Vice President
     100 Fillmore Street
     Denver, CO 80206-4923
     Executive Vice President and Portfolio  Manager of Janus  Investment  Fund.
     Formerly, senior accountant,  fixed-income trader and fixed-income research
     analyst at Janus Capital (1990-1995).
    

David C. Tucker* - Vice President and General Counsel
     100 Fillmore Street
     Denver, CO 80206-4923
     Vice  President  and  General  Counsel  of  Janus  Investment  Fund+.  Vice
     President,  Secretary and General Counsel of Janus Capital. Vice President,
     General  Counsel  and  Director of Janus  Service  and Janus  Distributors.
     Director, Vice President and Secretary of Janus Capital International Ltd.

Steven R. Goodbarn* - Vice President and Chief Financial Officer
     100 Fillmore Street
     Denver, CO 80206-4923
     Vice President and Chief Financial  Officer of Janus Investment Fund+. Vice
     President  of  Finance,  Treasurer  and Chief  Financial  Officer  of Janus
     Service,  Janus Distributors and Janus Capital.  Director of IDEX and Janus
     Distributors.  Director,  Treasurer and Vice  President of Finance of Janus
     Capital  International  Ltd.  Formerly (1979 to 1992),  with the accounting
     firm of Price Waterhouse LLP, Denver, Colorado.

   
Glenn P. O'Flaherty* - Treasurer and Chief Accounting Officer
     100 Fillmore Street, Suite 300
     Denver, CO 80206-4923
     Treasurer and Chief Accounting  Officer of Janus Investment Fund.  Director
     of Fund Accounting of Janus Capital. Formerly (1990-1991),  with The Boston
     Company Advisors,  Inc., Boston,  Massachusetts (mutual fund administration
     services).

Kelley Abbott Howes* - Secretary
     100 Fillmore Street
     Denver, CO 80206-4923
     Secretary of Janus  Investment  Fund.  Associate  Counsel of Janus Capital.
     Formerly (1990 to 1994), with The Boston Company Advisors, Inc.
    

John W. Shepardson# - Trustee
     910 16th Street, Suite 222
     Denver, CO 80202
     Trustee of Janus Investment Fund+. Historian.

William D. Stewart# - Trustee
     5330 Sterling Drive
     Boulder, CO 80302
     Trustee of Janus Investment Fund+.  President of HPS Corporation,  Boulder,
     Colorado (manufacturer of vacuum fittings and valves).

Gary O. Loo - Trustee
     102 N. Cascade, Suite 500
     Colorado Springs, CO 80903
     Trustee of Janus Investment Fund+.  President and a Director of High Valley
     Group, Inc., Colorado Springs, Colorado (investments) since 1987.

- --------------------------------------------------------------------------------
*    Interested person of the Trust and of Janus Capital.
#    Member of the Executive Committee.
+    Includes  comparable  office with various Janus funds that were reorganized
     into Janus Investment Fund on August 7, 1992.

                                       22
<PAGE>
Dennis B. Mullen - Trustee
     1601 114th Avenue, SE
     Alderwood Building, Suite 130
     Bellevue, WA 98004
     Trustee of Janus Investment Fund+. President and Chief Executive Officer of
     BC  Northwest,  L.P.,  a  franchise  of  Boston  Chicken,  Inc.,  Bellevue,
     Washington (restaurant chain). Formerly (1982 to 1993), Chairman, President
     and Chief  Executive  Officer  of  Famous  Restaurants,  Inc.,  Scottsdale,
     Arizona (restaurant chain).

Martin H. Waldinger - Trustee
     4940 Sandshore Court
     San Diego, CA 92130
     Trustee of Janus Investment Fund+.  Private  Consultant and Director of Run
     Technologies,  Inc., a software  development firm, San Carlos,  California.
     Formerly  (1989  to  1993),   President  and  Chief  Executive  Officer  of
     Bridgecliff  Management  Services,  Campbell,   California  (a  condominium
     association management company).

   
- --------------------------------------------------------------------------------
+    Includes  comparable  office with various Janus funds that were reorganized
     into Janus Investment Fund on August 7, 1992.
    

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

     The Executive Committee of the Trustees shall have and may exercise all the
powers and  authority  of the Board except for matters  requiring  action by the
whole Board pursuant to the Trust's Bylaws or Trust Instrument,  Delaware law or
the 1940 Act.

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

<TABLE>
<CAPTION>
   
                                                  Aggregate Compensation                  Total Compensation
                                                  from the Portfolios for                from the Janus Funds
                                                     fiscal year ended                  for calendar year ended
Name of Person, Position                             December 31, 1995                    December 31, 1995**
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                               <C>    
Thomas H. Bailey, Chairman*                                   --                                   --
James P. Craig, III*+                                         --                                   --
John W. Shepardson, Trustee                                 $645                              $56,101
William D. Stewart, Trustee                                 $611                              $53,228
Gary O. Loo, Trustee                                        $569                              $50,365
Dennis B. Mullen, Trustee                                   $611                              $53,228
Martin H. Waldinger, Trustee                                $611                              $53,228
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*    An interested person of the Portfolio and of Janus Capital.  Compensated by
     Janus Capital and not the Portfolio.
**   As of December 31, 1995, Janus Funds consisted of two registered investment
     companies  comprised of a total of 26 funds. +Mr. Craig became a Trustee as
     of June 30, 1995.
    

SHARES OF THE TRUST

NET ASSET VALUE DETERMINATION

     As stated in the  Prospectus,  the net asset  value  ("NAV")  of  Portfolio
shares is  determined  once each day on which the NYSE is open,  at the close of
its regular trading session  (normally 4:00 p.m., New York time,  Monday through
Friday).  The NAV of  Portfolio  shares  is not  determined  on days the NYSE is
closed (generally,  New Year's Day, Presidents' Day, Good Friday,  Memorial Day,
Independence Day, Labor Day,  Thanksgiving and Christmas).  The per share NAV of
each  Portfolio  is  determined  by dividing  the total  value of a  Portfolio's
securities  and other assets,  less  liabilities,  by the total number of shares
outstanding.  In determining NAV,  securities listed on an Exchange,  the NASDAQ
National  Market and foreign  markets  are valued at the closing  prices on such
markets,  or if such  price  is  lacking  for  the  trading  period  immediately
preceding the time of determination, such securities are valued at their current
bid price.  Municipal  securities held by the Portfolios are traded primarily in
the over-the-counter market.  Valuations of such securities are furnished by one
or more  pricing  services  employed by the  Portfolios  and are based upon last
trade or closing  sales prices or a  computerized  matrix  system or  appraisals
obtained  by a  pricing  service,  in each  case in  reliance  upon  information
concerning  market   transactions  and  quotations  from  recognized   municipal
securities  dealers.  Other  securities that are traded on the  over-the-counter
market are valued at their closing bid prices. Foreign securities and currencies
are converted to U.S.  dollars using the exchange rate in effect

                                       23
<PAGE>
at the close of the NYSE.  Each  Portfolio  will  determine  the market value of
individual  securities  held by it,  by  using  prices  provided  by one or more
professional  pricing  services  which may provide market prices to other funds,
or, as needed, by obtaining market  quotations from independent  broker-dealers.
Short-term  securities  maturing within 60 days are valued on the amortized cost
basis.  Securities  for which  quotations are not readily  available,  and other
assets,  are valued at fair values  determined  in good faith  under  procedures
established by and under the supervision of the Trustees.

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

PURCHASES

     Shares of the Portfolios can be purchased only by i) the separate  accounts
of  participating  insurance  companies  for the  purpose  of  funding  variable
insurance  contracts and ii) certain qualified  retirement plans.  Shares of the
Portfolios  are purchased at the NAV per share as determined at the close of the
regular  trading  session NYSE next occurring after a purchase order is received
and accepted by a Portfolio or its  authorized  agent.  The  prospectus for your
insurance  company's  separate  account or your plan documents  contain detailed
information about investing in the different Portfolios.

REDEMPTIONS

     Redemptions,  like  purchases,  may only be effected  through the  separate
accounts of participating  insurance  companies or qualified  retirement  plans.
Shares normally will be redeemed for cash,  although each Portfolio  retains the
right to redeem  its  shares in kind under  unusual  circumstances,  in order to
protect the  interests  of  remaining  shareholders,  by delivery of  securities
selected from its assets at its discretion. However, the Portfolios are governed
by Rule 18f-1 under the 1940 Act, which requires each Portfolio to redeem shares
solely in cash up to the lesser of $250,000  or 1% of the NAV of that  Portfolio
during any 90-day  period for any one  shareholder.  Should  redemptions  by any
shareholder  exceed  such  limitation,  a  Portfolio  will  have the  option  of
redeeming  the excess in cash or in kind.  If shares are  redeemed in kind,  the
redeeming  shareholder  might incur  brokerage costs in converting the assets to
cash. The method of valuing  securities used to make redemptions in kind will be
the same as the method of valuing portfolio  securities  described under "Shares
of the Trust - Net Asset Value Determination" and such valuation will be made as
of the same time the redemption price is determined.

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

INCOME DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX STATUS

     It is a policy of the Portfolios to make distributions of substantially all
of their  respective  investment  income and any net realized  capital gains, if
any, in June and  December  of each year.  The  Portfolios  intend to qualify as
regulated investment companies by satisfying certain requirements  prescribed by
Subchapter M of the Code. In addition, each Portfolio intends to comply with the
diversification  requirements of Code Section 817(h) related to the tax-deferred
status of insurance company separate accounts.

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

     The  Portfolios  may purchase  securities of certain  foreign  corporations
considered to be passive  foreign  investment  companies by the IRS. In order to
avoid  taxes  and  interest  that  must  be  paid  by the  Portfolios  if  these
instruments are profitable,  the Portfolios may make various elections permitted
by the tax laws.  However,  these  elections  could require that the  Portfolios
recognize  taxable  income,  which  in turn  must  be  distributed,  before  the
securities are sold and before cash is received to pay the distributions.

                                       24
<PAGE>
     Some  foreign  securities  purchased  by the  Portfolios  may be subject to
foreign  taxes which could  reduce the yield on such  securities.  The amount of
such foreign taxes is expected to be insignificant.  Accordingly, the Portfolios
do not intend to make the election  permitted  under  section 853 of the Code to
pass through such taxes to  shareholders  as a foreign tax credit.  As a result,
any foreign  taxes paid or accrued will  represent an expense to each  Portfolio
which will reduce its investment  company  taxable income as this would increase
the taxable income reported to shareholders and require shareholders to take the
credit on their tax returns, complicating the preparation of such returns.

     Because  shares of the Portfolios  can only be purchased  through  variable
insurance  contracts  or  qualified  plans,  it is  anticipated  that any income
dividends or capital gains distributions will be exempt from current taxation if
left to accumulate  within such  contracts or plans.  See the prospectus for the
separate  account of the related  insurance  company or the plan  documents  for
additional information.

PRINCIPAL SHAREHOLDERS

   
     The officers and Trustees of the Portfolios  cannot  directly own shares of
the  Portfolios  without  purchasing  an insurance  contract  through one of the
participating  insurance companies. As a result, such officers and Trustees as a
group own less than 1% of the outstanding shares of each Portfolio.  As of April
4, 1996, all of the  outstanding  shares of the Portfolios were owned by certain
insurance  company separate  accounts and by Janus Capital,  which provided seed
capital for the Portfolios.  The percentage  ownership of each separate  account
owning more than 5% of any Portfolio is as follows:
    

<TABLE>
<CAPTION>
   
                                                                Record Owners as of April 4, 1996
                                                         Life of      Lincoln        TransAmerica        Western
Portfolio Name                     Aetna    Kemper      Virginia      Benefit       Occidental Life      Reserve
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>      <C>           <C>          <C>               <C>              <C>
Growth Portfolio                   13.77%     *           61.48%        6.40%            6.39%             7.09%
Aggressive Growth Portfolio        59.47%     *           26.97%        5.05%              *               5.56%
Worldwide Growth Portfolio         34.63%     *           46.52%        6.96%             N/A              7.73%
International Growth Portfolio       N/A      N/A           N/A          N/A              N/A             99.45%
Balanced Portfolio                 43.31%   12.22%        18.03%       13.06%             N/A             13.32%
Flexible Income Portfolio          55.08%     N/A         14.80%       17.12%             N/A             13.00%
Short-Term Bond Portfolio          66.32%    7.59%          N/A          N/A              N/A             26.04%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*Owned less than 5%.
    

     The  shares  held  by the  separate  accounts  of each  insurance  company,
including shares for which no voting  instructions  have been received,  will be
voted by each  insurance  company in  proportion to  instructions  received from
contract owners.

MISCELLANEOUS INFORMATION

     The Trust is an open-end management investment company registered under the
1940 Act and organized as a Delaware  business  trust,  which was created on May
20, 1993. The Trust Instrument permits the Trustees to issue an unlimited number
of shares of beneficial  interest from an unlimited  number of series of shares.
Currently,  the Trust is offering nine series of shares,  known as "Portfolios."
Additional series may be created from time to time.

SHARES OF THE TRUST

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

VOTING RIGHTS

     A participating  insurance  company issuing a variable  insurance  contract
will vote shares in the separate account as required by law and  interpretations
thereof,  as may be amended or changed  from time to time.  In  accordance  with
current law and interpretations,  a participating  insurance company is required
to request  voting  instructions  from policy owners and must vote shares in the
separate account, including shares for which no instructions have been received,
in proportion to the voting instructions received. Additional information may be
found in the participating insurance company's separate account prospectus.

                                       25
<PAGE>
     The Portfolios'  Trustees are  responsible for major decisions  relating to
each Portfolio's policies and objectives;  the Trustees oversee the operation of
each  Portfolio  by its  officers  and review the  investment  decisions  of the
officers.

     The present  Trustees  were elected by the initial  trustee of the Trust on
May 25, 1993, and were approved by the initial shareholder on May 25, 1993, with
the  exception  of Mr.  Craig who was  appointed  by the Trustees as of June 30,
1995. Under the Trust Instrument, each Trustee will continue in office until the
termination  of  the  Trust  or  his  earlier  death,  resignation,  bankruptcy,
incapacity or removal.  Vacancies  will be filled by a majority of the remaining
Trustees,  subject to the 1940 Act. Therefore,  no annual or regular meetings of
shareholders  normally  will be held,  unless  otherwise  required  by the Trust
Instrument  or the 1940 Act.  Subject to the  foregoing,  shareholders  have the
power to vote to elect or remove  Trustees,  to  terminate or  reorganize  their
Portfolio,  to amend the Trust Instrument,  to bring certain  derivative actions
and on any other  matters on which a  shareholder  vote is  required by the 1940
Act, the Trust Instrument, the Trust's Bylaws or the Trustees.

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

INDEPENDENT ACCOUNTANTS

     Price Waterhouse LLP, 950 Seventeenth Street, Suite 2500, Denver,  Colorado
80202, independent accountants for the Portfolios,  audit the Portfolios' annual
financial statements and prepare their tax returns.

REGISTRATION STATEMENT

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

PERFORMANCE INFORMATION

     The  Prospectus   contains  a  brief  description  of  how  performance  is
calculated.

     Quotations of average annual total return for a Portfolio will be expressed
in terms of the  average  annual  compounded  rate of return  of a  hypothetical
investment in such  Portfolio over periods of 1, 5, and 10 years (up to the life
of the Portfolio).  These are the annual total rates of return that would equate
the initial  amount  invested  to the ending  redeemable  value.  These rates of
return are calculated pursuant to the following formula:  P(1 + T)n = ERV (where
P = a  hypothetical  initial  payment of $1,000,  T = the average  annual  total
return,  n = the  number of years  and ERV = the  ending  redeemable  value of a
hypothetical  $1,000  payment made at the  beginning  of the period).  All total
return  figures  reflect the  deduction  of a  proportional  share of  Portfolio
expenses on an annual basis, and assume that all dividends and distributions are
reinvested  when  paid.  The  average  annual  total  return of each  Portfolio,
computed as of December 31, 1995, is shown in the table below.

<TABLE>
<CAPTION>
   
                                                                      Average Annual Total Return
                                            Date       Number of
                                         Available     Months in                     Five     Ten       Life of
Portfolio Name                            for Sale      Lifetime       One Year      Years    Years    Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>             <C>           <C>           <C>      <C>      <C>
Growth Portfolio                          9/13/93         27.5          30.17%        N/A      N/A      15.25%
Aggressive Growth Portfolio               9/13/93         27.5          27.48%        N/A      N/A      27.68%
Worldwide Growth Portfolio                9/13/93         27.5          27.37%        N/A      N/A      20.74%
International Growth Portfolio             5/2/94         20            23.15%        N/A      N/A      11.39%
Balanced Portfolio                        9/13/93         27.5          24.79%        N/A      N/A      13.96%
Flexible Income Portfolio                 9/13/93         27.5          23.86%        N/A      N/A       9.69%
Short-Term Bond Portfolio                 9/13/93         27.5           9.54%        N/A      N/A       4.61%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    

                                       26
<PAGE>
     Quotations of a Portfolio's  yield are based on the  investment  income per
share earned during a particular 30-day period (including dividends, if any, and
interest),  less expenses accrued during the period ("net  investment  income"),
and are  computed by dividing net  investment  income by the net asset value per
share on the last day of the period, according to the following formula:

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

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

     The yield for the 30-day period ending December 31, 1995, for the following
Portfolios is shown below:

         Flexible Income Portfolio - 6.76%

         Short-Term Bond Portfolio - 5.15%

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

   
FINANCIAL STATEMENTS

     The following  audited  financial  statements for the period ended December
31, 1995 are hereby  incorporated into this Statement of Additional  Information
by reference to the Portfolios' Annual Report dated December 31, 1995. A copy of
such report accompanies this SAI.

DOCUMENTS INCORPORATED BY REFERENCE TO THE ANNUAL REPORT:

     Schedules of Investments as of December 31, 1995

     Statements of Operations for the period ended December 31, 1995

     Statements of Assets and Liabilities as of December 31, 1995

     Statements of Changes in Net Assets for the periods ended December 31, 1995
     and 1994

     Financial Highlights for each of the periods indicated

     Notes to Financial Statements

     Report of Independent Accountants

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

                                       27
<PAGE>
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                                       28
<PAGE>
[LOGO]

JANUS ASPEN SERIES
- --------------------------------------------------------------------------------
Statement of Additional Information
May 1, 1996
- --------------------------------------------------------------------------------








                             Money Market Portfolio



     Money Market  Portfolio  (the  "Portfolio")  is a separate  series of Janus
Aspen Series, a Delaware business trust (the "Trust").  Each series of the Trust
represents shares of beneficial  interest in a separate  portfolio of securities
and other assets with its own objective  and policies.  The Portfolio is managed
separately by Janus Capital Corporation ("Janus Capital").

     Shares of the Portfolio may be purchased  only by the separate  accounts of
insurance  companies for the purpose of funding variable life insurance policies
and variable annuity contracts (collectively "variable insurance contracts") and
by certain qualified retirement plans.

     This  Statement of Additional  Information  ("SAI") is not a Prospectus and
should be read in conjunction  with the Prospectus  dated May 1, 1996,  which is
incorporated  by reference into this SAI and may be obtained from your insurance
company.  This SAI contains  additional and more detailed  information about the
Portfolio's operations and activities than the Prospectus.

<PAGE>
                      STATEMENT OF ADDITIONAL INFORMATION
                               TABLE OF CONTENTS

                                                                        Page
- --------------------------------------------------------------------------------
Investment Policies and Restrictions ...................................   3
Types of Securities and Investment Techniques ..........................   4
Performance Data .......................................................   7
Determination of Net Asset Value .......................................   8
Investment Adviser .....................................................   8
Custodian, Transfer Agent and Certain Affiliations .....................   9
Portfolio Transactions and Brokerage ...................................  10
Officers and Trustees ..................................................  10
Purchase of Shares .....................................................  12
Redemption of Shares ...................................................  12
Dividends and Tax Status ...............................................  13
Principal Shareholders .................................................  13
Miscellaneous Information ..............................................  13
     The Trust .........................................................  13
     Shares of the Trust ...............................................  13
     Voting Rights .....................................................  14
     Independent Accountants ...........................................  14
     Registration Statement ............................................  14
Financial Statements ...................................................  14
Appendix A - Description of Securities Ratings .........................  15
Appendix B - Description of Municipal Securities .......................  17
- --------------------------------------------------------------------------------

                                       2
<PAGE>
INVESTMENT POLICIES AND RESTRICTIONS

INVESTMENT OBJECTIVE

     As discussed in the Prospectus,  the Portfolio's investment objective is to
seek maximum current income to the extent  consistent with stability of capital.
There  can be no  assurance  that the  Portfolio  will  achieve  its  investment
objective  or  maintain  a  stable  net  asset  value of $1.00  per  share.  The
investment  objective of the Portfolio is not  fundamental and may be changed by
the Trustees of the Trust (the "Trustees") without shareholder approval.

INVESTMENT RESTRICTIONS

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

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

     The Portfolio has adopted the following fundamental policies:

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

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

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

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

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

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

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

                                       3
<PAGE>
     The  Portfolio  has  adopted  the   following   nonfundamental   investment
restrictions that may be changed by the Trustees without shareholder approval:

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

     (2) The  Portfolio may not invest in the  securities of another  investment
company, except to the extent permitted by the 1940 Act.

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

     (4) The  Portfolio  may not  invest  more than 5% of the value of its total
assets in the securities of any issuer that has conducted continuous  operations
for less than three years,  including  operations of  predecessors,  except that
this  shall not  affect the  Portfolio's  ability  to invest in U.S.  Government
Securities,  fully  collateralized  debt  obligations,   municipal  obligations,
securities  that are rated by at least  one  nationally  recognized  statistical
rating organization and securities guaranteed as to principal and interest by an
issuer in whose securities the Portfolio could invest.

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

     (6) The  Portfolio  may not invest  directly in interests in oil and gas or
interests  in other  mineral  exploration  or  development  programs  or leases;
however,  the  Portfolio may own debt  securities of companies  engaged in those
businesses.

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

     For purposes of the  Portfolio's  restriction  on investing in a particular
industry,  the  Portfolio  will rely  primarily on industry  classifications  as
published by Bloomberg  L.P.,  subject to the  exceptions  noted in  fundamental
restriction  number two above.  To the extent that such  classifications  are so
broad that the primary economic characteristics in a single class are materially
different,  the  Portfolio  may  further  classify  issuers in  accordance  with
industry classifications as published by the Securities and Exchange Commission.

TYPES OF SECURITIES AND INVESTMENT TECHNIQUES

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

     Under Rule 2a-7, the Portfolio may not invest more than five percent of its
total  assets in the  securities  of any one issuer  other than U.S.  Government
Securities,  provided  that in certain  cases it may invest  more than 5% of its
assets in a single issuer for a period of up to three business days.

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

                                       4
<PAGE>
     The following  discussion of types of securities in which the Portfolio may
invest supplements and should be read in conjunction with the Prospectus.

PARTICIPATION INTERESTS

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

VARIABLE AND FLOATING RATE NOTES

     The Portfolio also may purchase  variable and floating rate demand notes of
corporations,  which are unsecured obligations  redeemable upon not more than 30
days'  notice.  These  obligations  include  master  demand  notes  that  permit
investment  of  fluctuating  amounts at varying  rates of  interest  pursuant to
direct  arrangements  with the  issuer of the  instrument.  The  issuer of these
obligations often has the right, after a given period, to prepay the outstanding
principal  amount of the  obligations  upon a specified  number of days' notice.
These  obligations   generally  are  not  traded,  nor  generally  is  there  an
established secondary market for these obligations.  To the extent a demand note
does not have a seven day or  shorter  demand  feature  and there is no  readily
available market for the obligation, it is treated as an illiquid investment.

MORTGAGE- AND ASSET-BACKED SECURITIES

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

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

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

     The Portfolio may invest in  mortgage-backed  securities that are issued by
agencies or instrumentalities  of the U.S.  government.  The Government National
Mortgage  Association  ("GNMA") is the principal federal government guarantor of
mortgage-backed  securities.  GNMA is a wholly-owned U.S. government corporation
within the Department of Housing and Urban  Development.  GNMA  Certificates are
debt  securities  which  represent  an  interest  in one  mortgage  or a pool of
mortgages which are insured by the Federal Housing Administration or the Farmers
Home  Administration  or are  guaranteed  by the  Veterans  Administration.  The
Portfolio may also invest in pools of conventional mortgages which are issued or
guaranteed by agencies of the U.S. government.  GNMA pass-through securities are
considered  to be riskless  with  respect to default in that (i) the  underlying
mortgage loan  portfolio is comprised  entirely of  government-backed  loans and
(ii) the timely  payment of both  principal  and interest on the  securities  is
guaranteed  by the full faith and credit of the U.S.  government,  regardless of
whether  or not  payments  have  been  made on the  underlying  mortgages.  GNMA
pass-through

                                       5
<PAGE>
securities  are,  however,  subject to the same market risk as  comparable  debt
securities.  Therefore,  the market value of the Portfolio's GNMA securities can
be expected to  fluctuate  in response to changes in  prevailing  interest  rate
levels.

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

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

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

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

REVERSE REPURCHASE AGREEMENTS

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

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

WHEN ISSUED AND DELAYED DELIVERY SECURITIES

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

                                       6
<PAGE>
or delayed  delivery  basis,  the  Portfolio  will record the  transaction  as a
purchase and thereafter  reflect the value of such securities in determining its
net asset value.

MUNICIPAL LEASES

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

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

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

PERFORMANCE DATA

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

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

     Any current yield quotation of the Portfolio which is used in such a manner
as to be subject to the  provisions of Rule 482(d) under the  Securities  Act of
1933, as amended,  shall consist of an annualized  historical yield,  carried at
least  to the  nearest  hundredth  of one  percent,  based on a  specific  seven
calendar day period.  The  Portfolio's  current yield shall be calculated by (a)
determining  the net change during a seven calendar day period in the value of a
hypothetical  account  having a  balance  of one share at the  beginning  of the
period, (b) dividing the net change by the value of the account at the beginning
of the period to obtain a base period return,  and (c)  multiplying the quotient
by 365/7 (i.e., annualizing).  For this purpose, the net change in account value
will reflect the value of additional shares purchased with dividends declared on
the original  share and  dividends  declared on both the original  share and any

                                       7
<PAGE>
such additional  shares,  but will not reflect any realized gains or losses from
the  sale of  securities  or any  unrealized  appreciation  or  depreciation  on
portfolio securities.  In addition,  the Portfolio may advertise effective yield
quotations.  Effective  yield  quotations are calculated by adding 1 to the base
period return, raising the sum to a power equal to 365/7, and subtracting 1 from
the result (i.e., compounding).

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

     Although  published  yield  information is useful to investors in reviewing
the  Portfolio's  performance,  investors  should be aware that the  Portfolio's
yield  fluctuates from day to day and that the  Portfolio's  yield for any given
period is not an indication or  representation by the Portfolio of future yields
or rates of  return  on the  Portfolio's  shares.  Also,  because  shares of the
Portfolio  may only be  purchased  through  variable  insurance  contracts,  the
prospectus  of the  participating  insurance  company  sponsoring  such contract
should be carefully  reviewed for information on relevant  charges and expenses.
The  Portfolio's  yield is not fixed or  guaranteed,  and an  investment  in the
Portfolio is not insured. Accordingly, the Portfolio's yield information may not
necessarily be used to compare  Portfolio  shares with  investment  alternatives
which, like money market instruments or bank accounts,  may provide a fixed rate
of interest.  In addition,  because investments in the Portfolio are not insured
or guaranteed,  the Portfolio's yield information may not necessarily be used to
compare  the  Portfolio  with  investment  alternatives  which  are  insured  or
guaranteed.

     The Portfolio's  current yield and effective yield for the seven day period
ended December 31, 1995, were 5.08% and 5.21%, respectively.

DETERMINATION OF NET ASSET VALUE

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

INVESTMENT ADVISER

     As stated in the  Prospectus,  the  Portfolio  has an  Investment  Advisory
Agreement with Janus Capital, 100 Fillmore Street, Denver,  Colorado 80206-4923.
The Advisory  Agreement  provides  that Janus  Capital  will furnish  continuous
advice and  recommendations  concerning the Funds'  investments,  provide office
space for the  Portfolio,  pay the salaries,  fees and expenses of all Portfolio
officers and of those  Trustees who are affiliated  with Janus Capital,  and pay
all  expenses of promoting  the sale of Portfolio  shares other than the cost of
complying  with  applicable  laws relating to the offer or sale of shares of the
Portfolio.  Janus Capital also may make payments to selected broker-dealer firms
or institutions  which were  instrumental in the acquisition of shareholders for
the Funds or which performed services with respect to shareholder accounts.  The
minimum  aggregate  size required for  eligibility  for such  payments,  and the
factors in selecting the broker-dealer firms and institutions to which they will
be made,  are determined  from time to time by Janus  Capital.  Janus Capital is
also authorized to perform the management and administrative  services necessary
for the operation of the Portfolio.

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

                                       8
<PAGE>
     The  Portfolio  has agreed to  compensate  Janus  Capital for its  advisory
services by the monthly payment of an advisory fee at the annual rate of .25% of
the Portfolio's average daily net assets.  Janus Capital has agreed to reimburse
the  Portfolio by the amount,  if any,  that the  Portfolio's  normal  operating
expenses  chargeable  to its income  account in any fiscal year,  including  the
investment advisory fee but excluding brokerage commissions, interest, taxes and
extraordinary  expenses,  exceed  0.50% of average  daily net assets.  Mortality
risk,  expense  risk  and  other  charges  imposed  by  participating  insurance
companies are excluded from the above expense limitation.

   
     For the period from the commencement of the Portfolio's  operations (May 1,
1995) until  December  31,  1995,  the  Portfolio  paid no advisory  fee,  after
applicable  fee  waivers.  Without the waiver,  the advisory fee would have been
$2,590.
    

     The Advisory Agreement became effective on March 10, 1995 and will continue
in effect until June 16, 1996, and thereafter  from year to year so long as such
continuance is approved  annually by a majority of the Portfolio's  Trustees who
are not parties to the  Advisory  Agreement  or  interested  persons of any such
party,  and by  either  a  majority  of the  outstanding  voting  shares  or the
Trustees. The Advisory Agreement i) may be terminated without the payment of any
penalty by the  Portfolio  or Janus  Capital  on 60 days'  written  notice;  ii)
terminates automatically in the event of its assignment; and iii) generally, may
not be amended  without  the  approval  by vote of a majority  of the  Trustees,
including the Trustees who are not interested  persons of the Portfolio or Janus
Capital  and, to the extent  required by the 1940 Act, the vote of a majority of
the outstanding voting securities of the Portfolio.

     Janus Capital also performs  investment  advisory services for other mutual
funds,  and for  individual,  charitable,  corporate  and  retirement  accounts.
Investment  decisions for each account  managed by Janus Capital,  including the
Portfolio,  are made  independently  from those for any other account that is or
may in the  future  become  managed  by Janus  Capital  or its  affiliates.  If,
however,  a number of accounts  managed by Janus  Capital are  contemporaneously
engaged  in the  purchase  or sale  of the  same  security,  the  orders  may be
aggregated  and/or the  transactions  may be averaged as to price and  allocated
equitably to each account. In some cases, this policy might adversely affect the
price paid or  received  by an account or the size of the  position  obtained or
liquidated for an account.

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

     As indicated in the Prospectus,  Janus Capital permits investment and other
personnel to purchase and sell  securities  for their own accounts in accordance
with a Janus Capital policy regarding personal investing by directors,  officers
and employees of Janus Capital and the Portfolio. The policy requires investment
personnel and officers of Janus Capital,  inside  directors of Janus Capital and
the  Portfolio  and other  designated  persons  deemed to have access to current
trading  information to pre-clear all  transactions  in securities not otherwise
exempt  under the policy.  Requests for trading  authority  will be denied when,
among other reasons,  the proposed personal transaction would be contrary to the
provisions of the policy or would be deemed to adversely  affect any transaction
then known to be under  consideration  for or to have been effected on behalf of
any client account, including the Portfolio.

     In addition to the  pre-clearance  requirement  described above, the policy
subjects investment personnel,  officers and directors/Trustees of Janus Capital
and the Portfolio to various trading restrictions and reporting obligations. All
reportable transactions are reviewed for compliance with Janus Capital's policy.
Those persons also may be required under certain  circumstances to forfeit their
profits made from personal trading.

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

     Kansas City Southern  Industries,  Inc., a publicly  traded holding company
whose primary subsidiaries are engaged in transportation, information processing
and financial services ("KCSI") owns approximately 83% of Janus Capital.  Thomas
H. Bailey, the President and Chairman of the Board of Janus Capital, owns 12% of
its voting  stock and,  by  agreement  with  KCSI,  selects a majority  of Janus
Capital's Board.

CUSTODIAN, TRANSFER AGENT AND CERTAIN AFFILIATIONS

     United  Missouri  Bank,  N.A.,  P.O.  Box  419226,  Kansas  City,  Missouri
64141-6226,  is the Portfolio's  custodian.  The custodian holds the Portfolio's
assets in safekeeping and collects and remits the income thereon, subject to the
instructions of the Portfolio.

     Janus  Service  Corporation  ("Janus  Service"),  P.O. Box 173375,  Denver,
Colorado  80217-3375,  a  wholly-owned  subsidiary  of  Janus  Capital,  is  the
Portfolio's  transfer agent. In addition,  Janus Service  provides certain other
administrative,   recordkeeping  and  shareholder   relations  services  to  the
Portfolio.  Janus  Service  is not  compensated  for its  services,  except  for
out-of-pocket costs.

                                       9
<PAGE>
PORTFOLIO TRANSACTIONS AND BROKERAGE

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

     In  selecting  brokers and dealers and in  negotiating  commissions,  Janus
Capital  considers a number of  factors,  including  but not  limited to:  Janus
Capital's knowledge of currently available negotiated commission rates or prices
of  securities  currently  available and other current  transaction  costs;  the
nature of the security being traded;  the size and type of the transaction;  the
nature and  character  of the markets for the  security to be purchased or sold;
the desired  timing of the trade;  the  activity  existing  and  expected in the
market  for  the  particular  security;  confidentiality;  the  quality  of  the
execution,  clearance and settlement services; financial stability of the broker
or dealer;  the  existence  of actual or  apparent  operational  problems of any
broker or dealer; and research products or services provided.  In recognition of
the  value  of  the  foregoing  factors,   Janus  Capital  may  place  portfolio
transactions  with a broker or dealer with whom it has  negotiated  a commission
that is in excess of the commission  another broker or dealer would have charged
for effecting that  transaction  if Janus Capital  determines in good faith that
such  amount  of  commission  was  reasonable  in  relation  to the value of the
brokerage  and  research  provided by such  broker or dealer  viewed in terms of
either that particular  transaction or of the overall  responsibilities of Janus
Capital.  These research and other services may include, but are not limited to,
general  economic and security  market  reviews,  industry and company  reviews,
evaluations  of  securities,  recommendations  as to the  purchase  and  sale of
securities,  and access to third party  publications,  computer  and  electronic
equipment   and  software.   Research   received  from  brokers  or  dealers  is
supplemental to Janus Capital's own research efforts.

     For the fiscal period ended  December 31, 1995, the Portfolio did not incur
any brokerage commissions. Brokerage commissions are not normally charged on the
purchase and sale of money market instruments.

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

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

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

OFFICERS AND TRUSTEES

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

Thomas H. Bailey*# - Trustee, Chairman and President
     100 Fillmore Street
     Denver, CO 80206-4923
     Trustee,  Chairman  and  President  of Janus  Investment  Fund+.  Chairman,
     Director and President of Janus Capital. Chairman of IDEX Management, Inc.,
     Largo, Florida (50% subsidiary of Janus Capital and investment adviser to a
     group of mutual funds) ("IDEX").

James P. Craig, III*# - Trustee and Executive Vice President
     100 Fillmore Street
     Denver, CO 80206-4923
     Trustee and  Executive  Vice  President of Janus  Investment  Fund+.  Chief
     Investment Officer, Vice President and Director of Janus Capital. Portfolio
     Manager of Janus Fund and Janus  Balanced  Fund series of Janus  Investment
     Fund.

- --------------------------------------------------------------------------------
*    Interested  person  of the  Trust  and of Janus  Capital.
#    Member of the Executive Committee.
+    Includes  comparable  office with various Janus funds that were reorganized
     into Janus Investment Fund on August 7, 1992.

                                       10
<PAGE>
Sharon S. Pichler* - Executive Vice President and Portfolio Manager
     100 Fillmore Street
     Denver, CO 80206-4923
     Executive Vice President of Janus Money Market Fund, Janus Tax-Exempt Money
     Market  Fund  and  Janus  Government  Money  Market  Fund  series  of Janus
     Investment Fund+. Vice President of Janus Capital. Formerly, Assistant Vice
     President  and  portfolio   manager  at  USAA  Investment   Management  Co.
     (1990-1994).

David C. Tucker* - Vice President and General Counsel
     100 Fillmore Street
     Denver, CO 80206-4923
     Vice  President  and  General  Counsel  of  Janus  Investment  Fund+.  Vice
     President,  Secretary and General Counsel of Janus Capital. Vice President,
     General  Counsel  and  Director of Janus  Service  and Janus  Distributors.
     Director, Vice President and Secretary of Janus Capital International Ltd.

Steven R. Goodbarn* - Vice President and Chief Financial Officer
     100 Fillmore Street
     Denver, CO 80206-4923
     Vice President and Chief Financial  Officer of Janus Investment Fund+. Vice
     President  of  Finance,  Treasurer  and Chief  Financial  Officer  of Janus
     Service,  Janus Distributors and Janus Capital.  Director of IDEX and Janus
     Distributors.  Formerly (1979 to 1992),  with the accounting  firm of Price
     Waterhouse LLP, Denver, Colorado.

Glenn P. O'Flaherty* - Treasurer and Chief Accounting Officer
     100 Fillmore Street
     Denver, CO 80206-4923
     Treasurer and Chief Accounting Officer of Janus Investment Fund+.  Director
     of Fund Accounting of Janus Capital. Formerly (1990-1991),  with The Boston
     Company Advisors,  Inc., Boston,  Massachusetts (mutual fund administration
     services).

Kelley Abbott Howes* - Secretary
     100 Fillmore Street
     Denver, CO 80206-4923
     Secretary of Janus  Investment  Fund.  Associate  Counsel of Janus Capital.
     Formerly (1990 to 1994), with The Boston Company Advisors, Inc.

John W. Shepardson# - Trustee
     910 16th Street, Suite 222
     Denver, CO 80202
     Trustee of Janus Investment Fund+. Historian.

William D. Stewart# - Trustee
     5330 Sterling Drive
     Boulder, CO 80302
     Trustee of Janus Investment Fund+.  President of HPS Corporation,  Boulder,
     Colorado (manufacturer of vacuum fittings and valves).

Gary O. Loo - Trustee
     102 N. Cascade Avenue, Suite 500
     Colorado Springs, CO 80903
     Trustee of Janus Investment Fund+.  President and a Director of High Valley
     Group, Inc., Colorado Springs, Colorado (investments) since 1987.

Dennis B. Mullen - Trustee
     1601 114th Avenue, SE
     Alderwood Building, Suite 130
     Bellevue, WA 98004
     Trustee of Janus Investment Fund+. President and Chief Executive Officer of
     BC  Northwest,  L.P.,  a  franchise  of  Boston  Chicken,  Inc.,  Bellevue,
     Washington (restaurant chain). Formerly (1982 to 1993), Chairman, President
     and Chief  Executive  Officer  of  Famous  Restaurants,  Inc.,  Scottsdale,
     Arizona (restaurant chain).

- --------------------------------------------------------------------------------
*    An interested person of the Trust and of Janus Capital.
#    Member of the Executive Committee.
+    Includes  comparable  office with various Janus funds that were reorganized
     into Janus Investment Fund on August 7, 1992.

                                       11
<PAGE>
Martin H. Waldinger - Trustee
     4940 Sandshore Court
     San Diego, CA 92130
     Trustee of Janus Investment Fund+.  Private  Consultant and Director of Run
     Technologies,  Inc., a software  development firm, San Carlos,  California.
     Formerly  (1989  to  1993),   President  and  Chief  Executive  Officer  of
     Bridgecliff  Management  Services,  Campbell,   California  (a  condominium
     association management company).

   
- --------------------------------------------------------------------------------
+    Includes  comparable  office with various Janus funds that were reorganized
     into Janus Investment Fund on August 7, 1992.
    

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

     The Executive Committee of the Trustees shall have and may exercise all the
powers and  authority  of the Board except for matters  requiring  action by the
whole Board pursuant to the Trust's Bylaws or Trust Instrument,  Delaware Law or
the 1940 Act.

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

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

<TABLE>
<CAPTION>
   
                                                  Aggregate Compensation                       Total Compensation
                                                  from the Portfolio for                      from the Janus Funds
                                                    fiscal year ended                       for calendar year ended
Name of Person, Position                            December 31, 1995                         December 31, 1995**
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                                     <C>
Thomas H. Bailey, Chairman*                                  --                                         --
James P. Craig, III, Trustee*,+                              --                                         --
John W. Shepardson, Trustee                                 ***                                     $56,101
William D. Stewart, Trustee                                 ***                                     $53,228
Gary O. Loo, Trustee                                        ***                                     $50,365
Dennis B. Mullen, Trustee                                   ***                                     $53,228
Martin H. Waldinger, Trustee                                ***                                     $53,228
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*    An interested person of the Portfolio and of Janus Capital.  Compensated by
     Janus Capital and not the Portfolio.
**   As of December 31, 1995, Janus Funds consisted of two registered investment
     companies comprised of a total of 26 funds.
***  Aggregate  compensation for the period was de minimis.
+    Mr. Craig became a Trustee as of June 30, 1995.
    

PURCHASE OF SHARES

     Shares of the Portfolio can be purchased  only by i) the separate  accounts
of  participating  insurance  companies  for the  purpose  of  funding  variable
insurance  contracts and ii) certain qualified  retirement plans.  Shares of the
Portfolio  are  purchased  at the NAV per  share as  determined  at the close of
regular  trading  session of the New York Stock Exchange next occurring  after a
purchase  order is received  and  accepted by the  Portfolio  or its  authorized
agent. The prospectus for your insurance company's separate account or your plan
documents contain detailed information about investing in the Portfolio.

REDEMPTION OF SHARES

     Redemptions,  like  purchases,  may only be effected  through the  separate
accounts of participating  insurance  companies or qualified  retirement  plans.
Shares  normally will be redeemed for cash,  although the Portfolio  retains the
right to redeem  its  shares in kind under  unusual  circumstances,  in order to
protect the  interests  of  remaining  shareholders,  by delivery of  securities
selected from its assets at its discretion.  However,  the Portfolio is governed
by Rule 18f-1 under the 1940 Act,  which requires the Portfolio to redeem shares
solely in cash up to the lesser of  $250,000 or 1% of the net asset value of the
Portfolio during any 90-day period for any one shareholder.  Should  redemptions
by any shareholder exceed such limitation,  their Portfolio will have the option
of redeeming the excess in cash or in kind. If shares are redeemed in kind,  the
redeeming  shareholder  might incur  brokerage costs in converting the assets to
cash. The method of valuing  securities used to make redemptions in kind will be
the  same  as  the  method  of  valuing  portfolio  securities  described  under
"Determination  of Net Asset  Value" and such  valuation  will be made as of the
same time the redemption price is determined.

                                       12
<PAGE>
     The right to require the  Portfolio to redeem its shares may be  suspended,
or the date of payment  may be  postponed,  whenever  (1) trading on the NYSE is
restricted, as determined by the Securities and Exchange Commission, or the NYSE
is closed  except for holidays and  weekends,  (2) the  Securities  and Exchange
Commission  permits such suspension and so orders, or (3) an emergency exists as
determined  by the  Securities  and  Exchange  Commission  so that  disposal  of
securities or determination of NAV is not reasonably practicable.

DIVIDENDS AND TAX STATUS

     Dividends  representing  substantially all of the net investment income and
any net realized  gains on sales of securities  are declared  daily,  Saturdays,
Sundays and holidays included,  and distributed on the last business day of each
month. If a month begins on a Saturday,  Sunday, or holiday, dividends for those
days are declared at the end of the preceding month and distributed on the first
business  day of the month.  The  Portfolio  intends to qualify as a  "regulated
investment company" by satisfying certain requirements  prescribed by Subchapter
M of the Internal  Revenue Code of 1986. In addition,  the Portfolio  intends to
comply with the  diversification  requirements of Internal  Revenue Code Section
817(h)  related  to  the  tax-deferred  status  of  insurance  company  separate
accounts.

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

     Because  shares of the  Portfolio  can only be purchased  through  variable
insurance  contracts  or  qualified  plans,  it is  anticipated  that any income
dividends or capital gains distributions will be exempt from current taxation if
left to accumulate  within such  contracts or plans.  See the prospectus for the
separate  account of the related  insurance  company or the plan  documents  for
additional information.

PRINCIPAL SHAREHOLDERS

   
     The officers and Trustees of the  Portfolio  cannot  directly own shares of
the  Portfolio  without  purchasing  an  insurance  contract  through one of the
participating  insurance companies. As a result, such officers and Trustees as a
group own less than 1% of the outstanding  shares of the Portfolio.  As of April
4, 1996,  all of the  outstanding  shares of the Portfolio were owned by certain
insurance  company separate  accounts and by Janus Capital,  which provided seed
capital for the  Portfolio.  The percentage  ownership of each separate  account
owning more than 5% of the Portfolio is as follows:

     Western Reserve - 99.55%
    

     The  shares  held  by the  separate  accounts  of each  insurance  company,
including shares for which no voting  instructions  have been received,  will be
voted by each  insurance  company in  proportion to  instructions  received from
contract owners.

MISCELLANEOUS INFORMATION

THE TRUST

     The Portfolio is an open-end management investment company registered under
the 1940  Act as a series  of the  Trust,  which  was  organized  as a  Delaware
business  trust on May 20, 1993.  The Trust  Instrument  permits the Trustees to
issue an unlimited  number of shares of  beneficial  interest  from an unlimited
number of series of shares.  As of the date of this SAI,  the Trust  consists of
nine series of shares,  known as  "portfolios."  The other  eight  series of the
Trust are offered by  separate  prospectuses.  Additional  series may be created
from time to time.

SHARES OF THE TRUST

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

                                       13
<PAGE>
VOTING RIGHTS

     A participating  insurance  company issuing a variable  insurance  contract
will vote shares in the separate account as required by law and  interpretations
thereof,  as may be amended or changed  from time to time.  In  accordance  with
current law and interpretations,  a participating  insurance company is required
to request  voting  instructions  from policy owners and must vote shares in the
separate account, including shares for which no instructions have been received,
in proportion to the voting instructions received. Additional information may be
found in the participating insurance company's separate account prospectus.

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

     The present  Trustees  were elected by the initial  trustee of the Trust on
May 25, 1993, and were approved by the initial  shareholder on May 25, 1993 with
the  exception  of Mr.  Craig who was  appointed  by the Trustees as of June 30,
1995. Under the Trust Instrument, each Trustee will continue in office until the
termination  of  the  Trust  or  his  earlier  death,  resignation,  bankruptcy,
incapacity or removal.  Vacancies  will be filled by a majority of the remaining
Trustees,  subject to the 1940 Act. Therefore,  no annual or regular meetings of
shareholders  normally  will be held,  unless  otherwise  required  by the Trust
Instrument  or the 1940 Act.  Subject to the  foregoing,  shareholders  have the
power to vote to elect or  remove  Trustees,  to  terminate  or  reorganize  the
Portfolio,  to amend the Trust Instrument,  to bring certain  derivative actions
and on any other  matters on which a  shareholder  vote is  required by the 1940
Act, the Trust Instrument, the Trust's Bylaws or the Trustees.

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

INDEPENDENT ACCOUNTANTS

     Price Waterhouse LLP, 950 Seventeenth Street, Suite 2500, Denver,  Colorado
80202,  independent accountants for the Portfolio,  audit the Portfolio's annual
financial statements and prepare its tax returns.

REGISTRATION STATEMENT

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

FINANCIAL STATEMENTS

     The following  audited  financial  statements for the period ended December
31, 1995 are hereby  incorporated into this Statement of Additional  Information
by reference to the Portfolio's Annual Report dated December 31, 1995. A copy of
such report accompanies this Statement of Additional Information.

   
DOCUMENTS INCORPORATED BY REFERENCE TO THE ANNUAL REPORT

     Schedule of Investments as of December 31, 1995

     Statement of Operations for the period May 1, 1995 to December 31, 1995

     Statement of Assets and Liabilities as of December 31, 1995

     Statement  of Changes in Net Assets for the period May 1, 1995 to  December
     31, 1995

     Financial Highlights for the period May 1, 1995 to December 31, 1995

     Notes to Financial Statements
    

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

                                       14
<PAGE>
APPENDIX A

DESCRIPTION OF SECURITIES RATINGS

MOODY'S AND STANDARD & POOR'S

MUNICIPAL AND CORPORATE BONDS AND MUNICIPAL LOANS

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

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

SHORT TERM MUNICIPAL LOANS

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

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

OTHER SHORT-TERM DEBT SECURITIES

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

                                       15
<PAGE>
Fitch

F-1+      Exceptionally  strong credit quality.  Issues assigned this rating are
          regarded  as having  the  strongest  degree of  assurance  for  timely
          payment.

F-1       Very strong credit  quality.  Issues  assigned this rating  reflect an
          assurance for timely  payment only slightly less in degree than issues
          rated F-1+.

F-2       Good credit  quality.  Issues assigned this rating have a satisfactory
          degree of assurance for timely  payments,  but the margin of safety is
          not as great as the F-1+ and F-1 ratings.

Duff & Phelps Inc.

Duff 1+   Highest certainty of timely payment.  Short-term liquidity,  including
          internal operating factors and/or ready access to alternative  sources
          of funds, is clearly  outstanding,  and safety is just below risk-free
          U.S. Treasury short-term obligations.

Duff 1    Very high certainty of timely payment. Liquidity factors are excellent
          and supported by good fundamental protection factors. Risk factors are
          minor.

Duff 1-   High  certainty of timely  payment.  Liquidity  factors are strong and
          supported by good  fundamental  protection  factors.  Risk factors are
          very small.

Duff 2    Good  certainty  of timely  payment.  Liquidity  factors  and  company
          fundamentals  are sound.  Although  ongoing  funding needs may enlarge
          total financing requirements,  access to capital markets is good. Risk
          factors are small.

Thomson BankWatch, Inc.

TBW-1     The highest category;  indicates a very high degree of likelihood that
          principal and interest will be paid on a timely basis.

TBW-2     The second  highest  category;  while the  degree of safety  regarding
          timely  repayment  of principal  and interest is strong,  the relative
          degree of safety is not as high as for issues rated TBW-1.

TBW-3     The  lowest  investment  grade  category;  indicates  that  while more
          susceptible to adverse  developments (both internal and external) than
          obligations  with higher  ratings,  capacity to service  principal and
          interest in a timely fashion is considered adequate.

TBW-4     The lowest rating category;  this rating is regarded as non-investment
          grade and therefore speculative.

IBCA, Inc.

A1+       Obligations  supported by the highest  capacity for timely  repayment.
          Where issues possess a particularly strong credit feature, a rating of
          A1+ is assigned.

A2        Obligations supported by a good capacity for timely repayment.

A3        Obligations supported by a satisfactory capacity for timely repayment.

B         Obligations  for which there is an  uncertainty  as to the capacity to
          ensure timely repayment.

C         Obligations  for which  there is a high risk of  default  or which are
          currently in default.

                                       16
<PAGE>
APPENDIX B

DESCRIPTION OF MUNICIPAL SECURITIES

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

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

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

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

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

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

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

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

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

     2. Revenue Bonds in recent years have come to include an increasingly  wide
variety of types of  municipal  obligations.  As with other  kinds of  municipal
obligations,  the issuers of revenue  bonds may consist of virtually any form of
state or local governmental entity,  including states,  state agencies,  cities,
counties,  authorities of various kinds, such as public housing or redevelopment
authorities,  and special districts, such as water, sewer or sanitary districts.
Generally,  revenue  bonds are secured by the revenues or net  revenues  derived
from a particular facility, group of facilities, or, in some cases, the proceeds
of a special excise or other specific  revenue source.  Revenue bonds are issued
to finance a wide variety of capital projects including electric, gas, water and
sewer systems;  highways,  bridges,  and tunnels;  port and airport  facilities;
colleges and universities; and hospitals. Many of these bonds provide additional
security in the form of a debt service reserve fund to be used to make principal
and  interest  payments.  Various  forms of credit  enhancement,  such as a bank
letter of credit or municipal  bond  insurance,  may also be employed in revenue
bond  issues.  Housing  authorities  have a wide  range of  security,  including
partially or fully insured  mortgages,  rent  subsidized  and/or  collateralized
mortgages,  and/or the net revenues from housing or other public projects.  Some
authorities  provide further  security in the form of a state's ability (without
obligation) to make up deficiencies in the debt service reserve fund.

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

     3. Private  Activity Bonds are considered  municipal  bonds if the interest
paid thereon is exempt from Federal income tax and are issued by or on behalf of
public  authorities  to  raise  money  to  finance  various  privately  operated
facilities for business and manufacturing,  housing and health.  These bonds are
also used to finance public  facilities  such as airports,  mass transit systems
and ports.  The payment of the principal and interest on such bonds

                                       17
<PAGE>
is dependent  solely on the ability of the facility's user to meet its financial
obligations  and the pledge,  if any, of real and personal  property as security
for such payment.

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

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

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

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

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                                       20
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                               JANUS ASPEN SERIES

                           PART C - OTHER INFORMATION

ITEM 24.  Financial Statements and Exhibits

     List  all  financial   statements   and  exhibits  filed  as  part  of  the
Registration Statement.

     (a)(1)    Financial Statements Included in the Prospectus:

   
               Financial Highlights for each of the following Portfolios (except
               High-Yield Portfolio):

               Growth Portfolio
               Aggressive Growth Portfolio
               Worldwide Growth Portfolio
               Balanced Portfolio
               Flexible Income Portfolio
               Short-Term Bond Portfolio
               International Growth Portfolio
               Money Market Portfolio
    

     (a)(2)    Financial  Statements  included in the  Statement  of  Additional
               Information:

   
               The Financial  Statements  for each of the  following  Portfolios
               (except  High-Yield  Portfolio),  dated  December 31,  1995,  are
               incorporated  by  reference  into  the  respective  Statement  of
               Additional Information:

               Growth Portfolio
               Aggressive Growth Portfolio
               Worldwide Growth Portfolio
               Balanced Portfolio
               Flexible Income Portfolio
               Short-Term Bond Portfolio
               International Growth Portfolio
               Money Market Portfolio
    

         (b)   Exhibits:

               Exhibit 1           (a)  Trust  Instrument dated May 19, 1993, is
                                        incorporated   herein  by  reference  to
                                        Registrant's  Registration  Statement on
                                        Form N-1A filed with the  Securities and
                                        Exchange Commission on May 20, 1993.

                                       C-1


<PAGE>

   
                                   (b)  Amendments  to  Trust   Instrument   are
                                        incorporated   herein  by  reference  to
                                        Exhibit 1(b) to Post-Effective Amendment
                                        No. 7.

               Exhibit 2           (a)  Restated Bylaws are incorporated  herein
                                        by   reference   to   Exhibit   2(a)  to
                                        Post-Effective Amendment No. 7.

                                   (b)  First   Amendment   to  the   Bylaws  is
                                        incorporated   herein  by  reference  to
                                        Exhibit 2(b) to Post-Effective Amendment
                                        No. 7.
    

               Exhibit 3                Not Applicable

               Exhibit 4                Not Applicable

               Exhibit 5           (a)  Form of Investment Advisory Agreement is
                                        incorporated   herein  by  reference  to
                                        Registrant's  Registration  Statement on
                                        Form N-1A filed with the  Securities and
                                        Exchange Commission on May 20, 1993.

                                   (b)  Form of  Investment  Advisory  Agreement
                                        for  International  Growth  Portfolio is
                                        incorporated   herein  by  reference  to
                                        Exhibit 5(b) to Post-Effective Amendment
                                        No. 1.

                                   (c)  Form of  Investment  Advisory  Agreement
                                        for   Money    Market    Portfolio    is
                                        incorporated   herein  by  reference  to
                                        Exhibit 5(c) to Post-Effective Amendment
                                        No. 5.

   
                                   (d)  Form of  Investment  Advisory  Agreement
                                        for High-Yield Portfolio is incorporated
                                        herein by  reference  to Exhibit 5(d) to
                                        Post-Effective Amendment No. 7.
    

               Exhibit 6                Not Applicable

               Exhibit 7                Not Applicable

               Exhibit 8           (a)  Form of Custody  Agreement between Janus
                                        Aspen  Series  and  Investors  Fiduciary
                                        Trust Company is incorporated  herein by
                                        reference    to    Exhibit    8(a)    to
                                        Pre-Effective Amendment No. 2.

                                   (b)  Form of Custodian Contract between Janus
                                        Aspen  Series and State  Street Bank and
                                        Trust Company is incorporated

                                       C-2


<PAGE>

                                        herein by  reference  to Exhibit 8(b) to
                                        Pre-Effective Amendment No. 2.

                                   (c)  Letter  Agreement  dated  April 4,  1994
                                        regarding    State   Street    Custodian
                                        Agreement  is  incorporated   herein  by
                                        reference    to    Exhibit    8(c)    to
                                        Post-Effective Amendment No. 4.

                                   (d)  Form  of  Custodian   Agreement  between
                                        Janus Aspen  Series and United  Missouri
                                        Bank,  N.A.  is  incorporated  herein by
                                        reference    to    Exhibit    8(d)    to
                                        Post-Effective Amendment No. 5.

   
                                   (e)  Amendment  dated  October  11,  1995  of
                                        State  Street   Custodian   Contract  is
                                        incorporated   herein  by  reference  to
                                        Exhibit 8(e) to Post-Effective Amendment
                                        No. 7.
    

               Exhibit 9           (a)  Transfer  Agency  Agreement  with  Janus
                                        Service   Corporation  is   incorporated
                                        herein  by  reference  to   Registrant's
                                        Registration   Statement  on  Form  N-1A
                                        filed with the  Securities  and Exchange
                                        Commission on May 20, 1993.

                                   (b)  Form of Model Participation Agreement is
                                        incorporated   herein  by  reference  to
                                        Exhibit 9(b) to Pre-Effective  Amendment
                                        No. 2.

               Exhibit 10          (a)  Opinion and Consent of Fund Counsel with
                                        respect  to shares of Growth  Portfolio,
                                        Aggressive Growth  Portfolio,  Worldwide
                                        Growth  Portfolio,  Balanced  Portfolio,
                                        Flexible Income Portfolio and Short-Term
                                        Bond Portfolio is incorporated herein by
                                        reference   to   Exhibit   10  to   Pre-
                                        Effective Amendment No. 2.

                                   (b)  Opinion and Consent of Fund Counsel with
                                        respect   to  shares  of   International
                                        Growth Portfolio is incorporated  herein
                                        by   reference   to  Exhibit   10(b)  to
                                        Post-Effective Amendment No. 1.

                                   (c)  Opinion and Consent of Fund Counsel with
                                        respect   to  shares  of  Money   Market
                                        Portfolio  is  incorporated   herein  by
                                        reference    to    Exhibit    10(c)   to
                                        Post-Effective Amendment No. 5.

                                       C-3


<PAGE>

   
                                   (d)  Opinion and Consent of Fund Counsel with
                                        respect  to   High-Yield   Portfolio  is
                                        incorporated   herein  by  reference  to
                                        Exhibit    10(d)    to    Post-Effective
                                        Amendment No. 7.
    

               Exhibit 11               Consent of Price Waterhouse LLP is filed
                                        herein as Exhibit 11.

               Exhibit 12               Not Applicable

               Exhibit 13               Not Applicable

               Exhibit 14               Not Applicable

               Exhibit 15               Not Applicable

               Exhibit 16               Computation   of   Current   Yield   and
                                        Effective Yield is  incorporated  herein
                                        by  reference  to  Exhibit  16 to  Post-
                                        Effective Amendment No. 6.

               Exhibit 17               Powers of Attorney  dated June 30, 1995,
                                        is  incorporated  herein by reference to
                                        Exhibit 17 to  Post-Effective  Amendment
                                        No. 6.

   
               Exhibit 27               Financial Data Schedules for each of the
                                        following  Portfolios (except High-Yield
                                        Portfolio)  are filed  herein as Exhibit
                                        27:

                                        Growth Portfolio
                                        Aggressive Growth Portfolio
                                        Worldwide Growth Portfolio
                                        Balanced Portfolio
                                        Flexible Income Portfolio
                                        Short-Term Bond Portfolio
                                        International Growth Portfolio
                                        Money Market Portfolio
    

ITEM 25.  Persons Controlled by or Under Common Control with Registrant

          None


                                       C-4


<PAGE>

ITEM 26.  Number of Holders of Securities

   
     The number of record  holders of shares of the  Registrant  as of March 15,
     1996, was as follows:
    

                                                       Number of
     Title of Class                                    Record Holders

     Growth Portfolio                                         9
     Aggressive Growth Portfolio                              8
     Worldwide Growth Portfolio                               9
     Balanced Portfolio                                       7
     Flexible Income Portfolio                                5
     Short-Term Bond Portfolio                                4
     International Growth Portfolio                           2
     Money Market Portfolio                                   2
     High-Yield Portfolio                                     N/A

     The number of record  holders  reflects the number of  insurance  companies
     investing in each Portfolio.  Janus Capital Corporation is also included as
     a record  holder for the  International  Growth  Portfolio and Money Market
     Portfolio.

ITEM 27.  Indemnification

     Article  IX  of  Janus  Aspen   Series'  Trust   Instrument   provides  for
indemnification  of  certain  persons  acting on behalf  of the  Portfolios.  In
general, Trustees and officers will be indemnified against liability and against
all  expenses  of  litigation  incurred  by them in  connection  with any claim,
action,  suit or  proceeding  (or  settlement  of the same) in which they become
involved by virtue of their office in  connection  with the  Portfolios,  unless
their conduct is determined to constitute willful misfeasance,  bad faith, gross
negligence  or  reckless  disregard  of  their  duties,  or  unless  it has been
determined that they have not acted in good faith in the reasonable  belief that
their actions were in the best interests of the Portfolios. A determination that
a  person   covered  by  the   indemnification   provisions   is   entitled   to
indemnification  may be made  by the  court  or  other  body  before  which  the
proceeding is brought, or by either a vote of a majority of a quorum of Trustees
who are neither "interested  persons" of the Trust nor parties to the proceeding
or by an independent legal counsel in a written opinion. The Portfolios also may
advance  money  for  these  expenses,  provided  that  the  Trustee  or  officer
undertakes  to repay  the  Portfolios  if his  conduct  is later  determined  to
preclude   indemnification,   and  that  either  he  provide  security  for  the
undertaking,  the Trust be insured against losses resulting from lawful advances
or a majority of a quorum of disinterested Trustees, or independent counsel in a
written opinion, determines that he


                                       C-5


<PAGE>

ultimately  will be found to be  entitled  to  indemnification.  The Trust  also
maintains a liability insurance policy covering its Trustees and officers.

ITEM 28.  Business and Other Connections of Investment Adviser

   
     The  only  business  of  Janus  Capital  Corporation  is to  serve  as  the
investment  adviser of the Registrant and as investment adviser or subadviser to
several other mutual funds, and for individual,  charitable,  corporate, private
and  retirement  accounts.  Business  backgrounds  of  the  principal  executive
officers  and  directors  of the  adviser  that  also  hold  positions  with the
Registrant are included under "Officers and Trustees" in the currently effective
Statements of Additional Information of the Registrant.  The remaining principal
executive  officers  of the  investment  adviser  and their  positions  with the
adviser and affiliated  entities are: Mark B. Whiston,  Vice President and Chief
Marketing Officer of Janus Capital Corporation,  Director and President of Janus
Capital  International  Ltd.;  Marjorie G. Hurd, Vice President of Janus Capital
Corporation, Director and President of Janus Service Corporation; and Stephen L.
Stieneker,   Assistant  General  Counsel,  Chief  Compliance  Officer  and  Vice
President of Compliance of Janus Capital  Corporation.  Mr. Michael E. Herman, a
director of Janus  Capital  Corporation,  is  Chairman of the Finance  Committee
(1990 to present) of Ewing Marion  Kauffman  Foundation,  4900 Oak, Kansas City,
Missouri 64112. Mr. Michael N. Stolper, a director of Janus Capital Corporation,
is President of Stolper & Company,  Inc., 525 "B" Street, Suite 1080, San Diego,
California 92101, an investment performance consultant. Mr. Thomas A. McDonnell,
a director of Janus Capital Corporation,  is President,  Chief Executive Officer
and a Director of DST Systems,  Inc.,  1055  Broadway,  9th Floor,  Kansas City,
Missouri  64105,  provider of data  processing  and  recordkeeping  services for
various  mutual funds,  and is Executive Vice President and a director of Kansas
City Southern Industries, Inc., 114 W. 11th Street, Kansas City, Missouri 64105,
a publicly  traded  holding  company whose primary  subsidiaries  are engaged in
transportation  and financial  services.  Mr.  Landon H. Rowland,  a director of
Janus Capital  Corporation,  is President and Chief Executive  Officer of Kansas
City Southern Industries, Inc.
    

ITEM 29.  Principal Underwriters

          Not applicable.

ITEM 30.  Location of Accounts and Records

     The  accounts,  books and other  documents  required  to be  maintained  by
Section 31(a) of the  Investment  Company Act of 1940 and the rules  promulgated
thereunder  are  maintained  by Janus  Capital  Corporation  and  Janus  Service
Corporation,  both of which are located at 100 Fillmore Street, Denver, Colorado
80206-4923 and by Investors Fiduciary Trust Company, 127 W. 10th Street,  Kansas
City,  Missouri  64105 and State  Street Bank and Trust  Company,  P.O. Box 351,
Boston,  Massachusetts  02101 and United  Missouri Bank,  N.A., P.O. Box 419226,
Kansas City, Missouri 64141.


                                       C-6


<PAGE>

ITEM 31.  Management Services

     The  Registrant  has no  management-related  service  contract which is not
discussed in Part A or Part B of this form.

ITEM 32.  Undertakings

          (a)  Not applicable.

          (b)  The  Registrant  undertakes  to file  one or more  post-effective
               amendments for High-Yield  Portfolio,  using financial statements
               which  need not be  certified,  within  four to six months of the
               later of the effective date of this amendment to its Registration
               Statement or commencement of operations of the Registrant.

          (c)  The  Registrant  undertakes  to  furnish  each  person  to whom a
               prospectus is delivered  with a copy of the  Registrant's  latest
               annual report to shareholders, upon request and without charge.


                                       C-7


<PAGE>

                                   SIGNATURES

   
     Pursuant  to  the  requirements  of the  Securities  Act of  1933  and  the
Investment  Company Act of 1940, the  Registrant  certifies that it meets all of
the  requirements  for  effectiveness  of  this  Amendment  to its  Registration
Statement  pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Amendment to its  Registration  Statement to be signed on its behalf
by the undersigned, thereto duly authorized, in the City of Denver, and State of
Colorado, on the 29th day of April, 1996.
    

                                        JANUS ASPEN SERIES



                                        By:  /s/ Thomas H. Bailey
                                             Thomas H. Bailey, President

     Janus Aspen  Series is  organized  under a Trust  Instrument  dated May 19,
1993. The  obligations  of the Registrant  hereunder are not binding upon any of
the  Trustees,  shareholders,  nominees,  officers,  agents or  employees of the
Registrant  personally,  but bind only the trust property of the Registrant,  as
provided  in the  Trust  Instrument.  The  execution  of this  Amendment  to the
Registration Statement has been authorized by the Trustees of the Registrant and
this  Amendment to the  Registration  Statement has been signed by an authorized
officer of the  Registrant,  acting as such, and neither such  authorization  by
such  Trustees nor such  execution by such officer  shall be deemed to have been
made by any of them  personally,  but shall bind only the trust  property of the
Registrant as provided in its Trust Instrument.

     Pursuant to the  requirements of the Securities Act of 1933, this Amendment
to the Registration  Statement has been signed below by the following persons in
the capacities and on the dates indicated.

Signature                          Title                          Date

   
/s/ Thomas H. Bailey               President                      April 29, 1996
Thomas H. Bailey                   (Principal Executive
                                   Officer) and Trustee

/s/ Steven R. Goodbarn             Vice President and             April 29, 1996
Steven R. Goodbarn                 Chief Financial Officer
                                   (Principal Financial Officer)

/s/ Glenn P. O'Flaherty            Treasurer and Chief            April 29, 1996
Glenn P. O'Flaherty                Accounting Officer
                                   (Principal Accounting Officer)


<PAGE>

/s/ James P. Craig, III            Trustee                        April 29, 1996
James P. Craig, III


Gary O. Loo*                       Trustee                        April 29, 1996
Gary O. Loo

Dennis B. Mullen*                  Trustee                        April 29, 1996
Dennis B. Mullen

John W. Shepardson*                Trustee                        April 29, 1996
John W. Shepardson

William D. Stewart*                Trustee                        April 29, 1996
William D. Stewart

Martin H. Waldinger*               Trustee                        April 29, 1996
Martin H. Waldinger
    



/s/ Steven R. Goodbarn
*By  Steven R. Goodbarn
     Attorney-in-Fact


<PAGE>

                                INDEX OF EXHIBITS




               Exhibit Number                Exhibit Title

   
               Exhibit 11                    Consent of Price Waterhouse LLP
    


                                                                      EXHIBIT 11


                       Consent of Independent Accountants


We hereby  consent to the  incorporation  by  reference  in the  Prospectus  and
Statement of Additional  Information  constituting parts of this  Post-Effective
Amendment No. 8 to the  registration  statement on Form N-1A (the  "Registration
Statement")  of our report  dated  January 30, 1996,  relating to the  financial
statements  and financial  highlights  appearing in the December 31, 1995 Annual
Report to  Shareholders  of Janus Aspen Series,  which is also  incorporated  by
reference into the Registration  Statement. We also consent to the references to
us under the heading  "Financial  Highlights"  in the  Prospectus  and under the
heading "Independent Accountants" in the Statement of Additional Information.


/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP

Denver, Colorado
April 26, 1996


<TABLE> <S> <C>

<ARTICLE>    6
<LEGEND>
This schedule  contains summary financial  information  extracted from financial
statements  dated  December 31, 1995 included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                                                    002
<NAME>   ASPEN AGGRESSIVE GROWTH PORTFOLIO
<MULTIPLIER>                         1,000
<CURRENCY>                              U.S. DOLLARS
       
<S>                                                        <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                       DEC-31-1995
<PERIOD-START>                          JAN-01-1995
<PERIOD-END>                             DEC-31-1995
<EXCHANGE-RATE>                                            1.000
<INVESTMENTS-AT-COST>                                      156,325
<INVESTMENTS-AT-VALUE>                                     185,339
<RECEIVABLES>                                                1,770
<ASSETS-OTHER>                                                  15
<OTHER-ITEMS-ASSETS>                                      0
<TOTAL-ASSETS>                                             187,124
<PAYABLE-FOR-SECURITIES>                                       542
<SENIOR-LONG-TERM-DEBT>                                0
<OTHER-ITEMS-LIABILITIES>                                      671
<TOTAL-LIABILITIES>                                          1,213
<SENIOR-EQUITY>                                            0
<PAID-IN-CAPITAL-COMMON>                                   154,058
<SHARES-COMMON-STOCK>                                       10,885
<SHARES-COMMON-PRIOR>                                        3,031
<ACCUMULATED-NII-CURRENT>                                        0
<OVERDISTRIBUTION-NII>                                   0
<ACCUMULATED-NET-GAINS>                                      2,829
<OVERDISTRIBUTION-GAINS>                               0
<ACCUM-APPREC-OR-DEPREC>                                    29,024
<NET-ASSETS>                                               185,911
<DIVIDEND-INCOME>                                              846
<INTEREST-INCOME>                                              681
<OTHER-INCOME>                                             0
<EXPENSES-NET>                                                (905)
<NET-INVESTMENT-INCOME>                                        622
<REALIZED-GAINS-CURRENT>                                     3,639
<APPREC-INCREASE-CURRENT>                                   26,665
<NET-CHANGE-FROM-OPS>                                       30,926
<EQUALIZATION>                                             0
<DISTRIBUTIONS-OF-INCOME>                                   (2,143)
<DISTRIBUTIONS-OF-GAINS>                                        (7)
<DISTRIBUTIONS-OTHER>                                  0
<NUMBER-OF-SHARES-SOLD>                                      8,985
<NUMBER-OF-SHARES-REDEEMED>                                 (1,270)
<SHARES-REINVESTED>                                            139
<NET-CHANGE-IN-ASSETS>                                     144,622
<ACCUMULATED-NII-PRIOR>                                         24
<ACCUMULATED-GAINS-PRIOR>                                      693
<OVERDISTRIB-NII-PRIOR>                                0
<OVERDIST-NET-GAINS-PRIOR>                         0
<GROSS-ADVISORY-FEES>                                          810
<INTEREST-EXPENSE>                                         0
<GROSS-EXPENSE>                                               929
<AVERAGE-NET-ASSETS>                                       107,582
<PER-SHARE-NAV-BEGIN>                                       13.620
<PER-SHARE-NII>                                              0.240
<PER-SHARE-GAIN-APPREC>                                      3.470
<PER-SHARE-DIVIDEND>                                        (0.250)
<PER-SHARE-DISTRIBUTIONS>                           0.000
<RETURNS-OF-CAPITAL>                                     0.000
<PER-SHARE-NAV-END>                                         17.080
<EXPENSE-RATIO>                                              0.860
<AVG-DEBT-OUTSTANDING>                                     0
<AVG-DEBT-PER-SHARE>                                       0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>  6
<LEGEND>
This schedule  contains summary financial  information  extracted from financial
statements  dated  December 31, 1995 included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>      004
<NAME>       ASPEN BALANCED PORTFOLIO
<MULTIPLIER>                                        1,000
<CURRENCY>              U.S. DOLLARS
       
<S>                                                <C>
<PERIOD-TYPE>           YEAR
<FISCAL-YEAR-END>                       DEC-31-1995
<PERIOD-START>                          JAN-01-1995
<PERIOD-END>                             DEC-31-1995
<EXCHANGE-RATE>                                          1.00
<INVESTMENTS-AT-COST>                                     13,591
<INVESTMENTS-AT-VALUE>                                    14,487
<RECEIVABLES>                                                437
<ASSETS-OTHER>                                                 2
<OTHER-ITEMS-ASSETS>                                     0
<TOTAL-ASSETS>                                            14,926
<PAYABLE-FOR-SECURITIES>                                     824
<SENIOR-LONG-TERM-DEBT>                                  0
<OTHER-ITEMS-LIABILITIES>                                     81
<TOTAL-LIABILITIES>                                          905
<SENIOR-EQUITY>                                          0
<PAID-IN-CAPITAL-COMMON>                                  12,847
<SHARES-COMMON-STOCK>                                      1,076
<SHARES-COMMON-PRIOR>                                        296
<ACCUMULATED-NII-CURRENT>                                      0
<OVERDISTRIBUTION-NII>                                   0
<ACCUMULATED-NET-GAINS>                                      277
<OVERDISTRIBUTION-GAINS>                                0
<ACCUM-APPREC-OR-DEPREC>                                     897
<NET-ASSETS>                                              14,021
<DIVIDEND-INCOME>                                             46
<INTEREST-INCOME>                                            167
<OTHER-INCOME>                                           0
<EXPENSES-NET>                                               (75)
<NET-INVESTMENT-INCOME>                                      138
<REALIZED-GAINS-CURRENT>                                     323
<APPREC-INCREASE-CURRENT>                                    903
<NET-CHANGE-FROM-OPS>                                      1,364
<EQUALIZATION>                                           0
<DISTRIBUTIONS-OF-INCOME>                                   (150)
<DISTRIBUTIONS-OF-GAINS>                                       0
<DISTRIBUTIONS-OTHER>                                   0
<NUMBER-OF-SHARES-SOLD>                                      916
<NUMBER-OF-SHARES-REDEEMED>                                 (148)
<SHARES-REINVESTED>                                           12
<NET-CHANGE-IN-ASSETS>                                    10,868
<ACCUMULATED-NII-PRIOR>                                       14
<ACCUMULATED-GAINS-PRIOR>                                    (48)
<OVERDISTRIB-NII-PRIOR>                                  0
<OVERDIST-NET-GAINS-PRIOR>                               0
<GROSS-ADVISORY-FEES>                                         47
<INTEREST-EXPENSE>                                      0
<GROSS-EXPENSE>                                               79
<AVERAGE-NET-ASSETS>                                       5,739
<PER-SHARE-NAV-BEGIN>                                     10.630
<PER-SHARE-NII>                                            0.170
<PER-SHARE-GAIN-APPREC>                                    2.450
<PER-SHARE-DIVIDEND>                                      (0.220)
<PER-SHARE-DISTRIBUTIONS>                                  0.000
<RETURNS-OF-CAPITAL>                                     0
<PER-SHARE-NAV-END>                                       13.030
<EXPENSE-RATIO>                                            1.370
<AVG-DEBT-OUTSTANDING>                                   0
<AVG-DEBT-PER-SHARE>                                     0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                              6
<LEGEND>
This schedule  contains summary financial  information  extracted from financial
statements  dated  December 31, 1995 included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>       005
<NAME>       ASPEN FLEXIBLE INCOME PORTFOLIO
<MULTIPLIER>  1,000
<CURRENCY>         U.S. DOLLARS
       
<S>                                                       <C>
<PERIOD-TYPE>            YEAR
<FISCAL-YEAR-END>        DEC-31-1995
<PERIOD-START>               JAN-01-1995
<PERIOD-END>                   DEC-31-1995
<EXCHANGE-RATE>                                              1.000
<INVESTMENTS-AT-COST>                                         10,438
<INVESTMENTS-AT-VALUE>                                        10,803
<RECEIVABLES>                                                    331
<ASSETS-OTHER>                                                     9
<OTHER-ITEMS-ASSETS>                                               0
<TOTAL-ASSETS>                                                11,143
<PAYABLE-FOR-SECURITIES>                                           0
<SENIOR-LONG-TERM-DEBT>                                            0
<OTHER-ITEMS-LIABILITIES>                                        312
<TOTAL-LIABILITIES>                                              312
<SENIOR-EQUITY>                                                    0
<PAID-IN-CAPITAL-COMMON>                                      10,193
<SHARES-COMMON-STOCK>                                            975
<SHARES-COMMON-PRIOR>                                            203
<ACCUMULATED-NII-CURRENT>                                          0
<OVERDISTRIBUTION-NII>                                             0
<ACCUMULATED-NET-GAINS>                                          265
<OVERDISTRIBUTION-GAINS>                                           0
<ACCUM-APPREC-OR-DEPREC>                                         373
<NET-ASSETS>                                                  10,831
<DIVIDEND-INCOME>                                                  1
<INTEREST-INCOME>                                                469
<OTHER-INCOME>                                                     0
<EXPENSES-NET>                                                    (56)
<NET-INVESTMENT-INCOME>                                          414
<REALIZED-GAINS-CURRENT>                                         360
<APPREC-INCREASE-CURRENT>                                        407
<NET-CHANGE-FROM-OPS>                                          1,181
<EQUALIZATION>                                                              0
<DISTRIBUTIONS-OF-INCOME>                                       (439)
<DISTRIBUTIONS-OF-GAINS>                                           0
<DISTRIBUTIONS-OTHER>                                              0
<NUMBER-OF-SHARES-SOLD>                                        1,097
<NUMBER-OF-SHARES-REDEEMED>                                     (366)
<SHARES-REINVESTED>                                               41
<NET-CHANGE-IN-ASSETS>                                         8,907
<ACCUMULATED-NII-PRIOR>                                           15
<ACCUMULATED-GAINS-PRIOR>                                        (84)
<OVERDISTRIB-NII-PRIOR>                                            0
<OVERDIST-NET-GAINS-PRIOR>                                         0
<GROSS-ADVISORY-FEES>                                             36
<INTEREST-EXPENSE>                                                 0
<GROSS-EXPENSE>                                                   60
<AVERAGE-NET-ASSETS>                                           5,556
<PER-SHARE-NAV-BEGIN>                                          9.480
<PER-SHARE-NII>                                                0.530
<PER-SHARE-GAIN-APPREC>                                        1.700
<PER-SHARE-DIVIDEND>                                          (0.600)
<PER-SHARE-DISTRIBUTIONS>                                      0.000
<RETURNS-OF-CAPITAL>                                           0.000
<PER-SHARE-NAV-END>                                           11.110
<EXPENSE-RATIO>                                                1.070
<AVG-DEBT-OUTSTANDING>                                   0
<AVG-DEBT-PER-SHARE>                                         0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>  6
<LEGEND>
This schedule  contains summary financial  information  extracted from financial
statements  dated  December 31, 1995 included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                                                      001
<NAME>                              ASPEN GROWTH PORTFOLIO
<MULTIPLIER>                                                1,000
<CURRENCY>                           U.S. DOLLARS
       
<S>                                               <C>
<PERIOD-TYPE>                        YEAR
<FISCAL-YEAR-END>                    DEC-31-1995
<PERIOD-START>                       JAN-01-1995
<PERIOD-END>                         DEC-31-1995
<EXCHANGE-RATE>                                             1.000
<INVESTMENTS-AT-COST>                                   111,586
<INVESTMENTS-AT-VALUE>                                 125,930
<RECEIVABLES>                                             2,388
<ASSETS-OTHER>                                               58
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                         128,376
<PAYABLE-FOR-SECURITIES>                                  725
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                  740
<TOTAL-LIABILITIES>                                         1,465
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                109,269
<SHARES-COMMON-STOCK>                                       9,436
<SHARES-COMMON-PRIOR>                                       4,120
<ACCUMULATED-NII-CURRENT>                                  0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                   3,241
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                14,401
<NET-ASSETS>                                           126,911
<DIVIDEND-INCOME>                                         731
<INTEREST-INCOME>                                         813
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                            (587)
<NET-INVESTMENT-INCOME>                                   957
<REALIZED-GAINS-CURRENT>                                  5,455
<APPREC-INCREASE-CURRENT>                               13,625
<NET-CHANGE-FROM-OPS>                                   20,037
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                  (2,611)
<DISTRIBUTIONS-OF-GAINS>                                 0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                 5,726
<NUMBER-OF-SHARES-REDEEMED>                              (608)
<SHARES-REINVESTED>                                        198
<NET-CHANGE-IN-ASSETS>                                  83,362
<ACCUMULATED-NII-PRIOR>                                    87
<ACCUMULATED-GAINS-PRIOR>                               (648)
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                      505
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                            606
<AVERAGE-NET-ASSETS>                                   77,344
<PER-SHARE-NAV-BEGIN>                                      10.570
<PER-SHARE-NII>                                             0.28
<PER-SHARE-GAIN-APPREC>                                     2.90
<PER-SHARE-DIVIDEND>                                       (0.30)
<PER-SHARE-DISTRIBUTIONS>                                   0.000
<RETURNS-OF-CAPITAL>                                       0
<PER-SHARE-NAV-END>                                        13.45
<EXPENSE-RATIO>                                             0.78
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                        0.000
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                    6
<LEGEND>
This schedule  contains summary financial  information  extracted from financial
statements  dated  December 31, 1995 included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>        007
<NAME>                     ASPEN INTERNATIONAL GROWTH PORTFOLIO
<MULTIPLIER>              1,000
<CURRENCY>                U.S. DOLLARS
       
<S>                                                   <C>
<PERIOD-TYPE>                                        YEAR
<FISCAL-YEAR-END>                                 DEC-31-1995
<PERIOD-START>                                    JAN-01-1995
<PERIOD-END>                                      DEC-31-1995
<EXCHANGE-RATE>                                                  1.000
<INVESTMENTS-AT-COST>                                              1,257
<INVESTMENTS-AT-VALUE>                                             1,556
<RECEIVABLES>                                                         28
<ASSETS-OTHER>                                                        67
<OTHER-ITEMS-ASSETS>                                                   0
<TOTAL-ASSETS>                                                     1,651
<PAYABLE-FOR-SECURITIES>                                              30
<SENIOR-LONG-TERM-DEBT>                                                0
<OTHER-ITEMS-LIABILITIES>                                             13
<TOTAL-LIABILITIES>                                                   43
<SENIOR-EQUITY>                                                        0
<PAID-IN-CAPITAL-COMMON>                                           1,219
<SHARES-COMMON-STOCK>                                                135
<SHARES-COMMON-PRIOR>                                                139
<ACCUMULATED-NII-CURRENT>                                              9
<OVERDISTRIBUTION-NII>                                                 0
<ACCUMULATED-NET-GAINS>                                               62
<OVERDISTRIBUTION-GAINS>                                               0
<ACCUM-APPREC-OR-DEPREC>                                             318
<NET-ASSETS>                                                       1,608
<DIVIDEND-INCOME>                                                     21
<INTEREST-INCOME>                                                     10
<OTHER-INCOME>                                                         0
<EXPENSES-NET>                                                        (45)
<NET-INVESTMENT-INCOME>                                              (14)
<REALIZED-GAINS-CURRENT>                                             122
<APPREC-INCREASE-CURRENT>                                            303
<NET-CHANGE-FROM-OPS>                                                411
<EQUALIZATION>                                                   0
<DISTRIBUTIONS-OF-INCOME>                                             (3)
<DISTRIBUTIONS-OF-GAINS>                                               0
<DISTRIBUTIONS-OTHER>                                                  0
<NUMBER-OF-SHARES-SOLD>                                              360
<NUMBER-OF-SHARES-REDEEMED>                                         (364)
<SHARES-REINVESTED>                                                    0
<NET-CHANGE-IN-ASSETS>                                               255
<ACCUMULATED-NII-PRIOR>                                                0
<ACCUMULATED-GAINS-PRIOR>                                            (34)
<OVERDISTRIB-NII-PRIOR>                                                0
<OVERDIST-NET-GAINS-PRIOR>                                             0
<GROSS-ADVISORY-FEES>                                                 15
<INTEREST-EXPENSE>                                                     0
<GROSS-EXPENSE>                                                       61
<AVERAGE-NET-ASSETS>                                               1,792
<PER-SHARE-NAV-BEGIN>                                              9.720
<PER-SHARE-NII>                                                    0.090
<PER-SHARE-GAIN-APPREC>                                            2.160
<PER-SHARE-DIVIDEND>                                              (0.020)
<PER-SHARE-DISTRIBUTIONS>                                          0.000
<RETURNS-OF-CAPITAL>                                               0.000
<PER-SHARE-NAV-END>                                               11.950
<EXPENSE-RATIO>                                                    2.690
<AVG-DEBT-OUTSTANDING>                                           0
<AVG-DEBT-PER-SHARE>                                            0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>  6
<LEGEND>
This schedule  contains summary financial  information  extracted from financial
statements  dated  December 31, 1995 included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                                              008
<NAME>                                   Aspen Money Market Portfolio
<MULTIPLIER>                           1,000
<CURRENCY>                              U.S. Dollars
       
<S>                                                <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                    DEC-31-1995
<PERIOD-START>                       JAN-01-1995
<PERIOD-END>                         DEC-31-1995
<EXCHANGE-RATE>                                          1.000
<INVESTMENTS-AT-COST>                                      1,744
<INVESTMENTS-AT-VALUE>                                     1,744
<RECEIVABLES>                                                  1
<ASSETS-OTHER>                                                 5
<OTHER-ITEMS-ASSETS>                                     0
<TOTAL-ASSETS>                                             1,750
<PAYABLE-FOR-SECURITIES>                                       0
<SENIOR-LONG-TERM-DEBT>                                  0
<OTHER-ITEMS-LIABILITIES>                                     15
<TOTAL-LIABILITIES>                                           15
<SENIOR-EQUITY>                                          0
<PAID-IN-CAPITAL-COMMON>                                   1,735
<SHARES-COMMON-STOCK>                                      1,735
<SHARES-COMMON-PRIOR>                                          0
<ACCUMULATED-NII-CURRENT>                                      0
<OVERDISTRIBUTION-NII>                                   0
<ACCUMULATED-NET-GAINS>                                        0
<OVERDISTRIBUTION-GAINS>                                 0
<ACCUM-APPREC-OR-DEPREC>                                       0
<NET-ASSETS>                                               1,735
<DIVIDEND-INCOME>                                              0
<INTEREST-INCOME>                                             60
<OTHER-INCOME>                                           0
<EXPENSES-NET>                                               (11)
<NET-INVESTMENT-INCOME>                                       55
<REALIZED-GAINS-CURRENT>                                       0
<APPREC-INCREASE-CURRENT>                                      0
<NET-CHANGE-FROM-OPS>                                          0
<EQUALIZATION>                                           0
<DISTRIBUTIONS-OF-INCOME>                                    (55)
<DISTRIBUTIONS-OF-GAINS>                                       0
<DISTRIBUTIONS-OTHER>                                    0
<NUMBER-OF-SHARES-SOLD>                                   12,036
<NUMBER-OF-SHARES-REDEEMED>                              (10,356)
<SHARES-REINVESTED>                                           55
<NET-CHANGE-IN-ASSETS>                                     1,735
<ACCUMULATED-NII-PRIOR>                                  0
<ACCUMULATED-GAINS-PRIOR>                                0
<OVERDISTRIB-NII-PRIOR>                                  0
<OVERDIST-NET-GAINS-PRIOR>                               0
<GROSS-ADVISORY-FEES>                                          3
<INTEREST-EXPENSE>                                       0
<GROSS-EXPENSE>                                              11
<AVERAGE-NET-ASSETS>                                       1,543
<PER-SHARE-NAV-BEGIN>                                      1.000
<PER-SHARE-NII>                                            0.040
<PER-SHARE-GAIN-APPREC>                                 0.000
<PER-SHARE-DIVIDEND>                                      (0.040)
<PER-SHARE-DISTRIBUTIONS>                                0
<RETURNS-OF-CAPITAL>                                     0
<PER-SHARE-NAV-END>                                        1.000
<EXPENSE-RATIO>                                            0.500
<AVG-DEBT-OUTSTANDING>                                   0
<AVG-DEBT-PER-SHARE>                                     0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>              6
<LEGEND>
This schedule  contains summary financial  information  extracted from financial
statements  dated  December 31, 1995 included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                                         006
<NAME>                          ASPEN SHORT TERM BOND PORTFOLIO
<MULTIPLIER>                                 1,000
<CURRENCY>                         U.S. DOLLARS
       
<S>                                                                  <C>
<PERIOD-TYPE>                                       YEAR
<FISCAL-YEAR-END>                                 DEC-31-1995
<PERIOD-START>                                    JAN-01-1995
<PERIOD-END>                                      DEC-31-1995
<EXCHANGE-RATE>                                      1.000
<INVESTMENTS-AT-COST>                                  3,207
<INVESTMENTS-AT-VALUE>                                 3,231
<RECEIVABLES>                                            210
<ASSETS-OTHER>                                            30
<OTHER-ITEMS-ASSETS>                                       0
<TOTAL-ASSETS>                                         3,471
<PAYABLE-FOR-SECURITIES>                                 101
<SENIOR-LONG-TERM-DEBT>                                    0
<OTHER-ITEMS-LIABILITIES>                                183
<TOTAL-LIABILITIES>                                      284
<SENIOR-EQUITY>                                            0
<PAID-IN-CAPITAL-COMMON>                               3,142
<SHARES-COMMON-STOCK>                                    318
<SHARES-COMMON-PRIOR>                                    298
<ACCUMULATED-NII-CURRENT>                                 16
<OVERDISTRIBUTION-NII>                                     0
<ACCUMULATED-NET-GAINS>                                    5
<OVERDISTRIBUTION-GAINS>                                   0
<ACCUM-APPREC-OR-DEPREC>                                  24
<NET-ASSETS>                                           3,187
<DIVIDEND-INCOME>                                          0
<INTEREST-INCOME>                                        182
<OTHER-INCOME>                                             0
<EXPENSES-NET>                                            (18)
<NET-INVESTMENT-INCOME>                                  164
<REALIZED-GAINS-CURRENT>                                  36
<APPREC-INCREASE-CURRENT>                                 54
<NET-CHANGE-FROM-OPS>                                    254
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                               (162)
<DISTRIBUTIONS-OF-GAINS>                                   0
<DISTRIBUTIONS-OTHER>                                      0
<NUMBER-OF-SHARES-SOLD>                                  752
<NUMBER-OF-SHARES-REDEEMED>                             (748)
<SHARES-REINVESTED>                                       16
<NET-CHANGE-IN-ASSETS>                                   285
<ACCUMULATED-NII-PRIOR>                                   14
<ACCUMULATED-GAINS-PRIOR>                                (31)
<OVERDISTRIB-NII-PRIOR>                                    0
<OVERDIST-NET-GAINS-PRIOR>                                 0
<GROSS-ADVISORY-FEES>                                     18
<INTEREST-EXPENSE>                                         0
<GROSS-EXPENSE>                                           37
<AVERAGE-NET-ASSETS>                                   2,727
<PER-SHARE-NAV-BEGIN>                                  9.720
<PER-SHARE-NII>                                        0.600
<PER-SHARE-GAIN-APPREC>                                0.310
<PER-SHARE-DIVIDEND>                                  (0.600)
<PER-SHARE-DISTRIBUTIONS>                              0.000
<RETURNS-OF-CAPITAL>                                   0.000
<PER-SHARE-NAV-END>                                   10.030
<EXPENSE-RATIO>                                        0.700
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>  6
<LEGEND>
This schedule  contains summary financial  information  extracted from financial
statements  dated  December 31, 1995 included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                                                      003
<NAME>                              ASPEN WORLDWIDE GROWTH PORTFOLIO
<MULTIPLIER>                                                1,000
<CURRENCY>                           U.S. DOLLARS
       
<S>                                               <C>
<PERIOD-TYPE>                        YEAR
<FISCAL-YEAR-END>                    DEC-31-1995
<PERIOD-START>                       JAN-01-1995
<PERIOD-END>                         DEC-31-1995
<EXCHANGE-RATE>                                             1.000
<INVESTMENTS-AT-COST>                                   98,193
<INVESTMENTS-AT-VALUE>                                 111,141
<RECEIVABLES>                                             1,273
<ASSETS-OTHER>                                               596
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                         113,010
<PAYABLE-FOR-SECURITIES>                                  3,776
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                  671
<TOTAL-LIABILITIES>                                         4,447
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                93,238
<SHARES-COMMON-STOCK>                                       7,090
<SHARES-COMMON-PRIOR>                                       3,125
<ACCUMULATED-NII-CURRENT>                                  445
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                   1,341
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                13,539
<NET-ASSETS>                                           108,563
<DIVIDEND-INCOME>                                         551
<INTEREST-INCOME>                                         530
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                            (517)
<NET-INVESTMENT-INCOME>                                   564
<REALIZED-GAINS-CURRENT>                                  1,712
<APPREC-INCREASE-CURRENT>                               13,136
<NET-CHANGE-FROM-OPS>                                   15,412
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                  (388)
<DISTRIBUTIONS-OF-GAINS>                                 (8)
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                  4,494
<NUMBER-OF-SHARES-REDEEMED>                               (555)
<SHARES-REINVESTED>                                        26
<NET-CHANGE-IN-ASSETS>                                  70,835
<ACCUMULATED-NII-PRIOR>                                    37
<ACCUMULATED-GAINS-PRIOR>                               (131)
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                      403
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                            533
<AVERAGE-NET-ASSETS>                                   59,440
<PER-SHARE-NAV-BEGIN>                                      12.070
<PER-SHARE-NII>                                             0.11
<PER-SHARE-GAIN-APPREC>                                     3.19
<PER-SHARE-DIVIDEND>                                        (.06)
<PER-SHARE-DISTRIBUTIONS>                                      0
<RETURNS-OF-CAPITAL>                                       0
<PER-SHARE-NAV-END>                                        15.31
<EXPENSE-RATIO>                                             0.90
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                        0.000
        

</TABLE>


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