U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
1. Name and address of issuer:
Janus Aspen Series
100 Fillmore Street
Denver, CO 80206-4928
2. Name of each series or class of funds for which this notice is filed:
Growth Portfolio
Aggressive Growth Portfolio
Worldwide Growth Portfolio
Balanced Portfolio
Flexible Income Portfolio
Short-Term Bond Portfolio
International Growth Portfolio
Money Market Portfolio
High-Yield Portfolio
3. Investment Company Act File Number: 811-7736
Securities Act File Number: 33-63212
4. Last day of fiscal year for which this notice is filed:
December 31, 1996
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
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7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year:
None
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal year:
4,120,229.683 shares for $ 68,022,789.01
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
4,120,229.683 shares for $ 68,022,789.01
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11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
instruction B.7):
51,723.984 shares for $ 810,530.27
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<PAGE>
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10): $ 68,022,789.01
--------------
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 810,530.27
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(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 2,928,158.29
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(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable): + 0
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2
[line (i), plus line (ii), less line (iii), plus line
(iv)] (if applicable): 65,905,160.99
--------------
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
instruction C.6): x 1/3300
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $ 19,971.26
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INSTRUCTION: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a).
[X]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
February 21, 1997
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SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title) /s/Deborah E. Bielicke
Name: Deborah E. Bielicke
Title: Assistant Vice President
Date: February 21, 1997
EXHIBIT 5
February 21, 1997
Janus Aspen Series
100 Fillmore Street
Denver, CO 80206-4928
Re: Public Offering of Janus Aspen Series Shares
Gentlemen:
I have acted as counsel for Janus Aspen Series (the "Fund"), a Delaware
business trust, in connection with the filing with the Securities and Exchange
Commission of the Fund's "Rule 24F-2 Notice" covering the Fund's issuance of
4,171,954 shares of beneficial interest, par value $0.001 per share (the "Issued
Shares"), for the Fiscal Year ended December 31, 1996.
I have examined the Fund's Trust Instrument and Bylaws, as amended, the
proceedings of its Trustees relating to the authorization, issuance and proposed
sale of the Issued Shares, and such other records and documents as I have deemed
relevant.
Based upon such examination, it is my opinion that upon the issuance and
sale of the 4,171,954 Issued Shares of Janus Aspen Series during the Fiscal Year
ended December 31, 1996, in reliance upon registration pursuant to Rule 24f-2
and the manner contemplated by the Fund's 1933 Act Registration Statement, as
amended, such shares were legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the Rule
24F-2 Notice referred to above. This opinion is for the exclusive use of the
Fund in connection with the filing of the Rule 24F-2 referred to above with the
Securities and Exchange Commission (and certain state securities commissions)
and is not to be used, circulated, quoted, relied upon or otherwise referred to
by any other person or for any other purpose.
This opinion is given as of the date hereof and I render no opinion and
disclaim any obligation to revise or supplement this opinion based upon any
change in applicable law or any factual matter that occurs or comes to my
attention after the date hereof.
Very truly yours,
/s/David C. Tucker
David C. Tucker
Vice President & General Counsel
