JANUS ASPEN SERIES
497, 1997-05-05
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Janus Aspen Series

Growth Portfolio
Worldwide Growth Portfolio

Prospectus

[Logo]    Janus

<PAGE>

                               Janus Aspen Series

                                   Prospectus

                                   May 1, 1997

This prospectus describes two mutual funds, each of which has its own investment
objective and policies (the  "Portfolios").  Each Portfolio is a series of Janus
Aspen  Series (the  "Trust")  and  currently  offers two classes of shares.  The
Institutional  Shares are sold under the name "Janus Aspen Series." The Trust is
registered  with the Securities and Exchange  Commission  ("SEC") as an open-end
management  investment  company.  The  Institutional  Shares  of each  Portfolio
(collectively,  the "Shares") are offered by this  prospectus in connection with
investment in and payments  under variable  annuity  contracts and variable life
insurance contracts  (collectively  "variable insurance contracts"),  as well as
certain qualified  retirement plans. Janus Capital Corporation ("Janus Capital")
serves as investment  adviser to each  Portfolio.  Janus Capital has been in the
investment   advisory   business  for  over  26  years  and  currently   manages
approximately $50 billion in assets.

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  Shares  that a  prospective
purchaser of a variable  insurance  contract or plan participant 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 Shares is  contained in a
Statement of  Additional  Information  ("SAI") filed with the SEC. The SAI dated
May 1, 1997 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 or plan sponsor.

THESE SECURITIES HAVE NOT BEEN APPROVED BY THE SEC NOR HAS THE SEC 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.

<PAGE>

Contents
- -----------------------------------------------------------------------
THE PORTFOLIO AT A GLANCE
Brief description of the Portfolios ................................. 1
- -----------------------------------------------------------------------
EXPENSE INFORMATION
Each Portfolio's annual operating expenses .......................... 2
Financial Highlights - a summary of financial data .................. 3
- -----------------------------------------------------------------------
PERFORMANCE TERMS
An explanation of performance terms ................................. 6
- -----------------------------------------------------------------------
THE PORTFOLIO IN DETAIL
Investment Objectives and Policies .................................. 7
General Portfolio Policies ......................................... 10
Additional Risk Factors ............................................ 12
- -----------------------------------------------------------------------
MANAGEMENT OF THE PORTFOLIO
Investment Adviser and Investment Personnel ........................ 16
Management Expenses ................................................ 18
Portfolio Transactions ............................................. 18
Other Service Providers ............................................ 19
Other Information .................................................. 19
- -----------------------------------------------------------------------
DISTRIBUTIONS AND TAXES
Distributions ...................................................... 22
Taxes .............................................................. 23
- -----------------------------------------------------------------------
SHAREHOLDER'S GUIDE
Purchases .......................................................... 24
Redemptions ........................................................ 25
Shareholder Communications ......................................... 25
- -----------------------------------------------------------------------
APPENDIX A
Glossary of Investment Terms ....................................... 26

<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 7.

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
Assistant Managers: David Decker
                    Blaine Rollins

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
Assistant Manager: Laurence Chang

JANUS SPECTRUM

The spectrum below shows Janus Capital's  assessment of the potential volatility
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.  A Portfolio's
position in the  spectrum  was  determined  based on a number of factors such as
selected historic volatility measurements,  the types of securities in which the
Portfolio  intends to  invest,  the degree of  diversification  intended  and/or
permitted,  and  the  size  of the  Portfolio.  In  addition,  the  spectrum  is
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. Increased volatility results in increased fluctuations
in a  Portfolio's  net  asset  value  per  share.  Increased  volatility  may be
associated  with a Portfolio that  undertakes more risk in order to seek greater
returns.  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 12. The  spectrum is not  indicative  of the
future  volatility  or  performance  of a Portfolio  and  relative  positions of
Portfolios within the spectrum may change.

                        NARRATIVE DESCRIPTION - SPECTRUM

American Express

(SPECTRUM CHART)

The spectrum  illustrates the potential volatility of the Portfolios relative to
one another. The Portfolios'  volatility ranges from low to high. The Portfolios
are  illustrated as follows:  Growth  Portfolio is shown as moderate;  Worldwide
Growth Portfolio is shown as moderately-high.

                                       1
<PAGE>

Expense Information

The tables and example  below are designed to assist  participants  in qualified
plans that invest in the Shares of the Portfolios in  understanding  the various
costs and expenses  that you will bear  directly or indirectly as an investor in
the Shares.  Owners of variable  insurance  contracts  that invest in the Shares
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 OPERATING EXPENSES (after fee reductions)(1)
(expressed as a percentage of average net assets)
                                                              Total
                               Management      Other        Operating
                                   Fee        Expenses       Expenses
- --------------------------------------------------------------------------------
Growth Portfolio                  0.65%         0.04%          0.69%
Worldwide Growth Portfolio        0.66%         0.14%          0.80%
- --------------------------------------------------------------------------------
(1)  The fees and expenses in the table above are based on gross expenses of the
     Shares  before  expense  offset  arrangements  for the  fiscal  year  ended
     December 31, 1996.  The  information  is net of fee  reductions  from Janus
     Capital.  Fee  reductions  reduce  the  management  fee to the level of the
     corresponding  Janus retail fund.  Without such reductions,  the Management
     Fee, Other Expenses and Total Operating  Expenses for the Shares would have
     been 0.79%, 0.04% and 0.83% for Growth Portfolio and 0.77%, 0.14% and 0.91%
     for Worldwide Growth Portfolio,  respectively.  Janus Capital may modify or
     terminate  the  reductions at any time upon at least 90 days' notice to the
     Trustees.

EXAMPLE
You would indirectly pay the following expenses on a $1,000 investment, assuming
expense  ratios  remain as listed above and assuming a 5% annual  return with or
without redemption at the end of each period.

                                           1 Year    3 Years   5 Years  10 Years
- --------------------------------------------------------------------------------
Growth Portfolio                             $7        $22       $38       $86
Worldwide Growth Portfolio                   $8        $26       $44       $99
- --------------------------------------------------------------------------------
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION  OF PAST OR FUTURE RETURNS
OR EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN.

                                       2
<PAGE>

Financial Highlights

Unless otherwise  noted,  the information  below is for fiscal periods ending on
December  31 of each  year.  The  accounting  firm of Price  Waterhouse  LLP has
audited the Portfolios' financial statements since their inception. Their report
is included in the Portfolio's Annual Report, which is incorporated by reference
into the SAI. A detailed explanation of the Financial Highlights can be found on
page 5.

<TABLE>
<CAPTION>
                                                            Growth Portfolio
                                              1996         1995         1994      1993(1)
- -----------------------------------------------------------------------------------------
<S>                                         <C>          <C>          <C>          <C>   
 1. Net asset value, beginning of period    $13.45       $10.57       $10.32       $10.00
- -----------------------------------------------------------------------------------------
    Income from investment operations:
 2. Net investment income                      .17          .28          .09          .03
 3. Net gains or (losses) on securities
    (both realized and unrealized)            2.29         2.90          .20          .32
- -----------------------------------------------------------------------------------------
 4. Total from investment operations          2.46         3.18          .29          .35
- -----------------------------------------------------------------------------------------
    Less distributions:
 5. Dividends (from net investment income)   (.17)        (.30)         (.04)       (.03)
 6. Tax return of capital distributions         --           --           --           --
 7. Distributions (from capital gains)       (.23)           --           --           --
- -----------------------------------------------------------------------------------------
 8. Total distributions                      (.40)        (.30)        (.04)        (.03)
- -----------------------------------------------------------------------------------------
 9. Net asset value, end of period          $15.51       $13.45       $10.57       $10.32
- -----------------------------------------------------------------------------------------
10. Total return*                           18.45%       30.17%        2.76%        3.50%
- -----------------------------------------------------------------------------------------
11. Net assets, end of period
    (in thousands)                        $325,789     $126,911      $43,549       $7,482
12. Ratio of gross expenses to average
    net assets**                             0.69%(6)     0.78%(5)       N/A          N/A
13. Ratio of net expenses to average
    net assets**                             0.69%        0.76%        0.88%(2)(4)  0.25%(3)
14. Ratio of net investment income
    to average net assets**                  1.39%        1.24%        1.45%        2.54%
15. Portfolio turnover rate**                  87%         185%         169%         162%
16. Average commission rate               $0.0466          N/A          N/A           N/A
- -----------------------------------------------------------------------------------------
</TABLE>
   * Total return not annualized for periods of less than one year.
  ** Annualized for periods of less than one full year.
(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 ratio was 2.16% and  2.71%,  respectively,  for  Growth  and  Worldwide
     Growth Portfolios before waiver of certain fees and/or voluntary  reduction
     of advisor's fees to the effective rate of corresponding Janus retail fund.
(4)  The ratio was 1.23% and  1.49%,  respectively,  for  Growth  and  Worldwide
     Growth Portfolios before waiver of certain fees and/or voluntary  reduction
     of advisor's fees to the effective rate of corresponding Janus retail fund.
(5)  The ratio was 0.98% and  1.09%,  respectively,  for  Growth  and  Worldwide
     Growth Portfolios before waiver of certain fees and/or voluntary  reduction
     of advisor's fees to the effective rate of corresponding Janus retail fund.
(6)  The waiver was 0.83% and 0.91%, respectively,  for the 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.

                                       3
<PAGE>

<TABLE>
<CAPTION>
                                                      Worldwide Growth Portfolio
                                             1996         1995         1994       1993(1)
- -----------------------------------------------------------------------------------------
<S>                                        <C>          <C>          <C>           <C>   
 1. Net asset value, beginning of period   $15.31       $12.07       $11.89        $10.00
- -----------------------------------------------------------------------------------------
    Income from investment operations:
 2. Net investment income                     .16          .11          .04           .02
 3. Net gains or (losses) on securities
    (both realized and unrealized)           4.27         3.19          .14          1.89
- -----------------------------------------------------------------------------------------
 4. Total from investment operations         4.43         3.30          .18          1.91
- -----------------------------------------------------------------------------------------
    Less distributions:
 5. Dividends (from net investment income)  (.17)        (.06)           --         (.01)
 6. Tax return of capital distributions        --           --           --         (.01)
 7. Distributions (from capital gains)      (.13)           --           --            --
- -----------------------------------------------------------------------------------------
 8. Total distributions                     (.30)        (.06)           --         (.02)
- -----------------------------------------------------------------------------------------
 9. Net asset value, end of period         $19.44       $15.31       $12.07        $11.89
10. Total return*                          29.04%       27.37%        1.53%        19.10%
11. Net assets, end of period
    (in thousands)                       $582,603     $108,563      $37,728        $4,856
12. Ratio of gross expenses to average
    net assets**                            0.80%(6)     0.90%(5)       N/A           N/A
13. Ratio of net expenses to average
    net assets**                            0.80%        0.87%        1.18%(2)(4)   0.25%(3)
14. Ratio of net investment income
    to average net assets**                 0.83%        0.95%        0.50%         0.84%
15. Portfolio turnover rate**                 62%         113%         217%           57%
16. Average commission rate               $0.0345          N/A          N/A           N/A
- -----------------------------------------------------------------------------------------
</TABLE>
   * Total return not annualized for periods of less than one year.
  ** Annualized for periods of less than one full year.
(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 ratio was 2.16% and  2.71%,  respectively,  for  Growth  and  Worldwide
     Growth Portfolios before waiver of certain fees and/or voluntary  reduction
     of advisor's fees to the effective rate of corresponding Janus retail fund.
(4)  The ratio was 1.23% and  1.49%,  respectively,  for  Growth  and  Worldwide
     Growth Portfolios before waiver of certain fees and/or voluntary  reduction
     of advisor's fees to the effective rate of corresponding Janus retail fund.
(5)  The ratio was 0.98% and  1.09%,  respectively,  for  Growth  and  Worldwide
     Growth Portfolios before waiver of certain fees and/or voluntary  reduction
     of advisor's fees to the effective rate of corresponding Janus retail fund.
(6)  The waiver was 0.83% and 0.91%, respectively,  for the 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.

                                       4
<PAGE>

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 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  table  represents the change in value of a Share of a Portfolio 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) are 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) are 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 TABLE.

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 a 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.

Average  commission rate is the total of a Portfolio's agency commission paid on
equity securities trades divided by the number of shares purchased and sold.

                                       5
<PAGE>

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
and Worldwide Growth Portfolio  generally measure  performance in terms of total
return.

Cumulative  Total Return  represents  the actual rate of return on an investment
for a specified period. The Financial  Highlights table shows 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.

The  Portfolios  impose no sales or other charges that would affect total return
computations.  The  Portfolio's  total  return  figures  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.

                                       6
<PAGE>

The Portfolios in Detail

This  section  takes a closer  look at the  Portfolios'  investment  objectives,
policies and the  securities in which it invests.  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 Janus 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
Worldwide Growth Portfolio..................................Janus Worldwide Fund

Growth  Portfolio  and  Worldwide  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 PORTFOLIOS

Investment Objective:..........................................Growth of Capital
Primary Holdings:..................................................Common Stocks
Shareholder's Investment Horizon:......................................Long-Term

                                       7
<PAGE>

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 issuers of
any size. This Portfolio generally invests in larger, more established 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 investment 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 other organizations of any size,
regardless of country of organization or place of principal  business  activity.
The  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.

TYPES OF INVESTMENTS

Each  Portfolio  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.  Some
securities  that  the  Portfolios  purchase  may  be on a  when-issued,  delayed
delivery or forward  commitment  basis.  The  Portfolios may invest up to 25% of
their assets in mortgage- and asset-backed securities, up to 10% of their assets
in zero coupon,  pay-in-kind  and step coupon  securities,  and without limit in
indexed/structured  securities.  No  Portfolio  will  invest  35% or more of its
assets in high-yield/high-risk securities.

Although  Worldwide Growth Portfolio is committed to foreign  investing,  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 for non-hedging
purposes such as seeking to enhance  return.  See  "Additional  Risk Factors" on
page 12 for a discussion  of the risks  associated  with foreign  investing  and
derivatives.

                                       8
<PAGE>

The following questions are designed to help you better understand an investment
in the Growth Portfolio or Worldwide Growth Portfolio.

How are common stocks selected?
Each Portfolio  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 a
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 Portfolio's investments will be incidental to its objective.
- --------------------------------------------------------------------------------
Are the same criteria used to select foreign securities?
Generally,  yes.  Portfolio  managers seek companies  that meet their  selection
criteria,  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 12.
- --------------------------------------------------------------------------------
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 12.
- --------------------------------------------------------------------------------
How do the 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 use futures,  options and other
derivative  instruments  to protect its portfolio  from movements in securities'

                                       9
<PAGE>

prices and interest  rates.  The  Portfolios  may also 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 12. 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 it remained more fully invested in common stocks.

GENERAL PORTFOLIO POLICIES

In investing its assets,  the Portfolios will follow the general policies listed
below.  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. A larger hedged position and/or larger cash position 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.  The Portfolios  qualify as
diversified  funds  under  the  1940  Act  and  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 75% of its total  assets,  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

                                       10
<PAGE>

     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 total  assets in a single
     issuer (other than U.S. government securities).

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 25% or more of its total
assets in any particular industry (excluding 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.

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 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 and municipal lease obligations.

                                       11
<PAGE>

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 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,  may
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  denominated  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.  The  Portfolios  may invest in
     emerging market countries.  Emerging market countries involve greater risks
     such  as  immature  economic  structures,   national  policies  restricting
     investments by foreigners, and different legal systems.

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.

                                       12
<PAGE>

     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.

Foreign securities purchased indirectly (e.g.,  depositary receipts) are subject
to many of the above risks, including currency risk, because their values depend
on the performance of a foreign security denominated in its home currency.

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  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: 

                                       13
<PAGE>

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 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).

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/high-risk  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/high-risk  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

                                       14
<PAGE>

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,  the 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  securities.  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.  Sovereign debt of foreign governments is generally rated by
country.  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.

The market prices of  high-yield/high-risk  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 Portfolio must recognize
a computed  amount of interest  income and pay  dividends to  shareholders  even
though it has received no cash.  In some  instances,  the  Portfolio may have to
sell securities to have sufficient cash to pay the dividends.

Please refer to Appendix B for a description of bond rating categories.

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

Special Situations
The  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.

                                       15
<PAGE>

Management of the Portfolio

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  80206-4928,  is  the
investment  adviser to 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 the
Portfolios'  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

PORTFOLIO MANAGERS

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

                                       16
<PAGE>

and has co-managed  Janus Venture Fund since February 1997. Mr. Craig previously
managed  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.
- --------------------------------------------------------------------------------
Helen Young Hayes is  Executive  Vice  President  and the  portfolio  manager of
Worldwide Growth Portfolio, which she has managed since its inception. Ms. Hayes
joined Janus Capital in 1987 and has managed or co-managed Janus Worldwide Fund,
Janus Overseas Fund and  International  Growth Portfolio since their inceptions.
She  holds a  Bachelor  of Arts  in  Economics  from  Yale  University  and is a
Chartered Financial Analyst.

ASSISTANT PORTFOLIO MANAGERS

Laurence Chang is assistant portfolio manager of Worldwide Growth Portfolio.  He
is also assistant  portfolio manager of International  Growth  Portfolio,  Janus
Overseas Fund and Janus Worldwide Fund. He received an undergraduate degree with
honors in religion and philosophy  from Dartmouth  College and a Master's Degree
in  Political  Science from  Stanford  University.  He is a Chartered  Financial
Analyst.
- --------------------------------------------------------------------------------
David Decker is an assistant  portfolio manager of the Growth  Portfolio.  He is
also assistant  portfolio  manager of Janus Fund. He is Executive Vice President
and portfolio  manager of Janus Special  Situations  Fund. Mr. Decker received a
Masters of Business  Administration in Finance from the Fuqua School of Business
at Duke  University and a Bachelor's  Degree in Economics and Political  Science
from Tufts University. He is a Chartered Financial Analyst.
- --------------------------------------------------------------------------------
Blaine Rollins is an assistant portfolio manager of the Growth Portfolio.  He is
also assistant  portfolio  manager of Janus Fund. He is Executive Vice President
and  portfolio  manager of Balanced  Portfolio  and Janus Equity Income Fund. He
holds a Bachelor of Science in Finance from the  University of Colorado and is a
Chartered Financial Analyst.

Personal Investing
Janus Capital does not permit portfolio managers to purchase and sell securities
for their own accounts,  except under the limited  exceptions in 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  or Janus
Capital's other advisory clients. See the SAI for more detailed information.

                                       17
<PAGE>

BREAKDOWN OF MANAGEMENT EXPENSES AND EXPENSE LIMITS

Each Portfolio  pays Janus Capital a management  fee which is calculated  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):

                                 Average Daily Net     Annual Rate
Fee Schedule                     Assets of Portfolio   Percentage (%)
- ---------------------------------------------------------------------
Growth Portfolio and             First $ 30 Million    1.00*
Worldwide Growth Portfolio       Next $270 Million      .75
                                 Next $200 Million      .70
                                 Over $500 Million      .65
- ---------------------------------------------------------------------
*    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  at any time upon at least 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 and Janus Worldwide Fund were .65%
     and .66%, respectively, for the quarter ended March 31, 1997.

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  declines  in
accordance  with the above schedule.  In addition,  the Shares of each Portfolio
incur  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 consider sales of shares
of the Portfolios or other Janus funds by a broker-dealer or the  recommendation
of a broker-dealer to its customers that they purchase a Portfolio's 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.  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  serving to reduce those expenses.  The SAI further explains
the selection of broker-dealers.

                                       18
<PAGE>

OTHER SERVICE PROVIDERS

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

Custodian
State Street Bank and Trust Company
P.O. Box 0351
Boston, Massachusetts 02117-0351

Transfer Agent
Janus Service Corporation
P.O. Box 173375
Denver, Colorado 80217-3375

Janus Service Corporation is a wholly-owned subsidiary of Janus Capital.

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 eleven  separate  series,  one of which is  offered  by this
Prospectus.

Each  Portfolio  currently  offers  two  classes of  Shares,  one of which,  the
Institutional Shares, are offered pursuant to this prospectus and are sold under
the name Janus Aspen Series. The Shares offered by this Prospectus are available
only in connection with investment in and payments under variable  contracts and
life  insurance  contracts  as  well  as  certain  qualified  retirement  plans.
Retirement  Shares of each Portfolio are offered by separate  prospectus and are
available  only to  participant  directed  qualified  plans  using plan  service
providers that are compensated for providing  distribution and/or  recordkeeping
and other  administrative  services provided to plan  participants.  Because the
expenses of each class may differ,  the performance of each class is expected to
differ. If you would like additional  information  about the Retirement  Shares,
please call 1-800-525-0020.

Shareholder Meetings and Voting Rights
The Trust does not intend to hold annual shareholder meetings.  However, special
meetings  may be called for a specific  class or 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 class or  Portfolio  only if a matter  affects or requires the vote of only
that class or Portfolio or the interest in the matter  differs from the interest
of the  other  class or  Portfolios  of the  Trust.  As a  shareholder,  you are
entitled to one vote for each share that you own.

                                       19
<PAGE>

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.  Retirement  Shares of the
Portfolios  (offered  through a separate  prospectus)  are  available to certain
participant  directed qualified plans.  Although the Portfolios currently do not
anticipate any  disadvantages to policy owners arising out of the fact that each
Portfolio  offers its shares to such  entities,  there is a  possibility  that a
material  conflict may arise.  The Trustees  monitor events in order to identify
any anticipated  disadvantages or material irreconcilable conflicts to determine
what  action,  if any,  should  be taken in  response  to such  conflicts.  If a
material  disadvantage or conflict occurs,  the Trustees may require one or more
insurance  company separate  accounts or plans to withdraw its investment in one
or more Portfolios or 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 the Portfolio's shareholders.  It is possible that a qualified
plan  investing  in the  Retirement  Shares  of the  Portfolios  could  lose its
qualified plan status under the Internal  Revenue Code, which could have adverse
tax consequences on insurance company separate accounts investing in the Shares.
Janus Capital  intends to monitor such  qualified  plans and the  Portfolios may
discontinue  sales  to a  qualified  plan and  require  plan  participants  with
existing  investments in the Retirement  Shares to redeem those investments if a
plan  loses  (or in the  opinion  of Janus  Capital  is at risk of  losing)  its
qualified plan status.

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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 a market  quotation is not readily
available,  at their  fair  value  determined  in good  faith  under  procedures
established by and under the supervision of the Trustees. Short-term instruments
maturing within 60 days are valued at amortized cost, which approximates  market
value.

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<PAGE>

Distributions and Taxes
- --------------------------------------------------------------------------------
DISTRIBUTIONS

To avoid  taxation of the  Portfolios,  the Internal  Revenue Code requires each
Portfolio to distribute net income and any net gains realized by its investments
annually.  Income from  dividends  and interest and any net realized  short-term
capital  gains  are paid to  shareholders  as  ordinary  income  dividends.  Net
realized  long-term  gains,  if any, are paid to  shareholders  as capital gains
distributions.  Each class of 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 Shares of a Portfolio will be automatically
reinvested into additional Shares of that Portfolio.

How Distributions Affect 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  the  daily  NAV  of a
Portfolio's  Shares. The Share price of the Portfolio drops by the amount of the
distribution,  net of any subsequent market fluctuations.  As an example, assume
that on December 31, Shares of the Growth  Portfolio  declared a dividend in the
amount of $0.25 per share. If the price of Growth  Portfolio's Shares was $10.00
on December  30, the Share price on December 31 would be $9.75,  barring  market
fluctuations.

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<PAGE>

- --------------------------------------------------------------------------------
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 the Shares of 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 59 1/2, a 10%
penalty  tax.  The tax status of your  investment  in the Shares  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
it intends  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.

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<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 OF  VARIABLE  INSURANCE  CONTRACTS  AND ON HOW TO SELECT
SPECIFIC PORTFOLIOS AS INVESTMENT OPTIONS FOR A CONTRACT OR A QUALIFIED PLAN.

PURCHASES

Purchases  of 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 your plan documents for information on how to invest in the
Shares of 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 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 that  Portfolio  would  be
permitted to continue to authorize  investment in such Portfolio and to reinvest
any dividends or capital gains distributions.

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<PAGE>

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

Shareholders will receive annual and semiannual  reports including the financial
statements  of the  Shares  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.

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<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 its
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. For example, 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

                                       26
<PAGE>

& 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.

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

Preferred 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

                                       27
<PAGE>

time.  This  technique  will 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.

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

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

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

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

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

                                       28
<PAGE>

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 bears 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.  The  market  value  of these  securities  generally
fluctuates  more in response to changes in interest  rates than  interest-paying
securities of comparable securities.

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  non-dollar   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. They 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.

                                       29
<PAGE>

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.

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