JANUS INVESTMENT FUND
497, 1995-10-11
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                [CENTERED AT TOP OF PAGE AND PRINTED IN RED INK]
                             SUBJECT TO COMPLETION
                             PRELIMINARY PROSPECTUS
                            DATED SEPTEMBER 15, 1995

                                     [LOGO]

                           JANUS HIGH-YIELD FUND 

                         100 Fillmore Street, Suite 300
                             Denver, CO 80206-4923
                                 (800) 525-3713

                                   PROSPECTUS
                              _____________, 1995


Janus  High-Yield Fund (the "Fund") is a no-load,  diversified  mutual fund that
seeks  to  obtain  high  current  income  as  its  primary  objective.   Capital
appreciation  is  a  secondary   objective  when  consistent  with  the  primary
objective.  The Fund seeks to achieve these objectives by investing primarily in
high-yield  fixed-income  securities.  The Fund is recently  organized and has a
limited operating history.

THE FUND MAY INVEST ALL OF ITS ASSETS IN HIGH-YIELD  CORPORATE DEBT  SECURITIES,
COMMONLY KNOWN AS "JUNK BONDS." THESE SECURITIES ENTAIL GREATER RISKS, INCLUDING
A GREATER RISK OF DEFAULT, THAN HIGHER QUALITY SECURITIES.  YOU SHOULD CAREFULLY
CONSIDER  THE  GREATER  RISKS OF JUNK  BONDS  BEFORE  INVESTING.  SEE  "TYPES OF
INVESTMENTS" ON PAGE 4 AND "ADDITIONAL RISK FACTORS" ON PAGE 7.

THE FUND  RESERVES  THE  RIGHT TO INVEST  MORE  THAN 15% OF ITS TOTAL  ASSETS IN
SECURITIES  OF  UNSEASONED  ISSUERS  AND  SECURITIES  WHICH  MAY  BE  CONSIDERED
RESTRICTED SECURITIES,  INCLUDING RULE 144A SECURITIES. 

For complete  information on how to purchase,  exchange and sell shares,  please
see the Shareholder's Manual beginning on page 10.

The  Fund is a  portfolio  of  Janus  Investment  Fund  (the  "Trust")  which is
registered  with the Securities and Exchange  Commission  ("SEC") as an open-end
management  investment company.  This Prospectus contains  information about the
Fund that you should  consider  before  investing.  Please read it carefully and
keep it for future reference. 

Additional  information about the Fund is contained in a Statement of Additional
Information ("SAI") filed with the SEC. The SAI dated  _______________,  1995 is
incorporated by reference into this Prospectus.  For a copy of the SAI, write or
call the Fund at the address or phone number listed above.

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

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


[PRINTED IN RED INK, VERTICALLY ON LEFT SIDE OF PAGE]
Information   contained  herein  is  subject  to  completion  or  amendment.   A
registration  statement  relating  to these  securities  has been filed with the
Securities  and Exchange  Commission.  These  securities may not be sold nor may
offers to buy be accepted prior to the time the registration  statement  becomes
effective.  This  prospectus  shall  not  constitute  an  offer  to  sell or the
solicitation of an offer to buy nor shall there be any sale of these  securities
in any state in which such offer,  solicitation  or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.


                                       1
<PAGE>

                               TABLE OF CONTENTS

                                                                            Page
The Fund At A Glance
 Brief Description of the Fund ............................................    3
Expense Information
 The Fund's annual operating expenses .....................................    3
The Fund In Detail
 The Fund's Investment Objectives and Policies ............................    4
 General Portfolio Policies ...............................................    6
 Additional Risk Factors ..................................................    7
Performance Terms
 An Explanation of Performance Terms ......................................    9
Shareholder's Manual
 Types of Account Ownership ...............................................   10
 How to Open an Account ...................................................   11
 How to Purchase Shares ...................................................   12
 How to Exchange Shares ...................................................   13
 How to Redeem Shares .....................................................   14
 Shareholder Services and Account Policies ................................   16
 JETS(R) ..................................................................   16
 Transactions Through Processing Organizations ............................   16
 Tax Identification Number ................................................   16
 Share Certificates .......................................................   16
 Involuntary Redemption ...................................................   16
 Telephone Transactions ...................................................   16
 Making Changes to Your Acccount ..........................................   17
 Statements and Reports ...................................................   17
Management of the Fund
 Management & Portfolio Manager ...........................................   17
 Management Expenses ......................................................   18
 Portfolio Transactions ...................................................   18
 Other Service Providers ..................................................   18
 Other Information ........................................................   19
Distributions and Taxes
 Distribution Options and Taxes ...........................................   20
Appendix A
 Glossary of Investments and Investment Techniques ........................   21
Appendix B
 Explanation of Rating Categories .........................................   24


                                       2
<PAGE>

THE FUND AT A GLANCE

INVESTMENT OBJECTIVES:

     The primary  investment  objective  of the Fund is to obtain  high  current
income.  Capital  appreciation is a secondary objective when consistent with the
primary objective.

PRIMARY HOLDINGS:

     The Fund is a  diversified  fund  that  pursues  its  objectives  primarily
through investments in high-yield fixed-income  securities.  The Fund emphasizes
investments  in high-yield  corporate  debt  securities  ("junk  bonds") and may
invest all of its assets in such securities.

SHAREHOLDER'S INVESTMENT HORIZON:

     The Fund is designed for long-term  aggressive investors who primarily seek
high current income with some potential for capital growth,  and who are willing
to accept  greater price  movements and credit and other risks  associated  with
investment in high-yield securities.

FUND ADVISER:

     Janus Capital Corporation ("Janus Capital") serves as the Fund's investment
adviser.  Janus Capital has been in the investment advisory business for over 25
years and currently manages over $28 billion in assets.

FUND MANAGER:

     Ronald V. Speaker

FUND INCEPTION:

     December 1995

EXPENSE INFORMATION

     The tables and example  below are  designed to assist you in  understanding
the various  costs and expenses  that you will bear directly or indirectly as an
investor in the Fund. Shareholder Transaction Expenses are fees charged directly
to your  individual  account when you buy,  sell or exchange  shares.  The table
below shows that you pay no such fees.  Annual Fund Operating  Expenses are paid
out of the Fund's assets and include fees for portfolio management,  maintenance
of shareholder accounts, shareholder servicing, accounting and other services.

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 fees*                                            None
Exchange Fee                                                None

* There is an $8 service fee for redemptions by wire.

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

Management Fee                       .48%
Other Expenses                       .52%
Total Fund Operating Expenses       1.00%


                                       3
<PAGE>

                                   EXAMPLE(1)

     Assume you invest  $1,000,  the Fund  returns 5%  annually  and the expense
ratio  remains as listed above.  This example shows the operating  expenses that
you would indirectly bear as an investor in the Fund.

                                        1 Year   3 Years
                                        ------   -------
                                          $10      $32

     (1) The fees and  expenses in the table and example  above are based on the
estimated fees and expenses that the Fund expects to incur in its initial fiscal
year,  net  of fee  waivers  from  Janus  Capital.  Without  such  waivers,  the
Management  Fee, Other Expenses and Total Fund Operating  Expenses are estimated
to be .75%, .52% and 1.27%, respectively.

     THE EXAMPLE  SHOULD NOT BE  CONSIDERED A  REPRESENTATION  OF PAST OR FUTURE
RETURNS OR EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN.

THE FUND IN DETAIL

     This  section  takes a closer  look at the  Fund's  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 and refer
to  Appendix A for a  description  of certain  of the  Fund's  investments  (and
certain of the risks  associated with those  investments).  You should carefully
consider  your own  investment  goals,  time horizon and risk  tolerance  before
investing in the Fund.

     Policies  that are  noted as  "fundamental"  cannot  be  changed  without a
shareholder   vote.  All  other  policies,   including  the  Fund's   investment
objectives,  are not  fundamental  and may be  changed  by the  Fund's  Trustees
without a  shareholder  vote.  You will be notified of any such changes that are
material.  If there is a material  change in the Fund's  objectives or policies,
you should consider whether the Fund remains an appropriate investment for you.

INVESTMENT OBJECTIVES

     The primary  investment  objective  of the Fund is to obtain  high  current
income.  Capital  appreciation is a secondary objective when consistent with its
primary  objective.  Capital  appreciation  may  result,  for  example,  from an
improvement in the credit standing of an issuer whose securities are held by the
Fund or from a general lowering of interest rates, or both. The Fund pursues its
objectives by investing  primarily in high-yield  fixed-income  securities.  The
Fund will normally invest at least 65% of its total assets in those securities.

TYPES OF INVESTMENTS

     The Fund may invest in a variety of income-producing  securities  including
corporate  bonds  and  notes,  government  securities,   preferred  stock,  debt
securities that are convertible or exchangeable into equity securities, and debt
securities  that  carry  with them the right to  acquire  equity  securities  as
evidenced by warrants attached to or acquired with the securities.  The Fund may
invest to a lesser  degree in common  stocks,  other equity  securities  or debt
securities that are not currently paying interest.

     The high yields  sought by the Fund are expected to result  primarily  from
investments in longer-term,  lower quality corporate bonds, commonly referred to
as "junk" bonds.  The Fund considers  lower quality  securities to be securities
rated  below  investment  grade  by  established   rating  agencies  or  unrated
securities of  comparable  quality.  Securities  rated BB or lower by Standard &
Poor's  Ratings  Services  ("Standard  &  Poor's")  or Ba or  lower  by  Moody's
Investors  Service,  Inc.  ("Moody's") are below investment grade. Lower quality
securities are often  considered to be speculative  and involve  greater risk of
default or price changes due to changes in interest rates,  economic  conditions
and the issuer's  creditworthiness.  As a result,  their  market  prices tend to
fluctuate more than higher quality securities of comparable maturity. Additional
risks of lower quality  securities are described under "Additional Risk Factors"
on page 7.

     The Fund may purchase defaulted debt securities if, in the opinion of Janus
Capital, it appears likely that the issuer may resume interest payments or other
advantageous  developments  appear  likely  in the  near  term.  Defaulted  debt
securities  may  be  illiquid  and  subject  to the  Fund's  limit  on  illiquid
investments.


                                       4
<PAGE>

     The Fund may invest without limit in foreign securities, including those of
corporate and government issuers.  The risks of foreign securities are described
under "Additional Risk Factors" on page 7.

     The Fund may also invest in mortgage-  and  asset-backed  securities;  zero
coupon,  pay-in-kind  and step  coupon  securities;  securities  purchased  on a
when-issued,    delayed    delivery   or   forward    commitment    basis;   and
indexed/structured securities. The Fund may use futures, options, swaps, forward
contracts and other derivatives for hedging purposes or for other purposes, such
as enhancing return. See "Additional Risk Factors" on page 7 and Appendix A.

     When the Fund's portfolio  manager believes that market  conditions are not
favorable for  profitable  investing or when the portfolio  manager is otherwise
unable to locate favorable investment opportunities,  the Fund's investments may
be  hedged  to a greater  degree  and/or  its cash or  similar  investments  may
increase. In other words, the Fund does not always stay fully invested in stocks
and bonds.  Cash and similar  investments  are a residual -- they  represent the
assets that remain after the portfolio manager has committed available assets to
desirable investment opportunities.

     Securities  that the Fund may  purchase as a means of receiving a return on
idle  cash  include  commercial  paper,  certificates  of  deposit,   repurchase
agreements and other instruments. The Fund may also invest in money market funds
(including  money  market  funds  managed  by Janus  Capital).  When the  Fund's
investments  in  cash  or  similar  investments  increase,   the  Fund  may  not
participate in the high-yield  security  market advances or declines to the same
extent that it would if the Fund  remained  more fully  invested  in  high-yield
securities.

     See Appendix A for a further description of the Fund's investments.

     The  following  questions  are  designed to help you better  understand  an
investment in the Fund.

WHAT IS MEANT BY "CREDIT QUALITY"?

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

HOW IS CREDIT QUALITY MEASURED?

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

WHAT IS A HIGH-YIELD SECURITY?

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

WHAT RISKS DO HIGH-YIELD SECURITIES PRESENT?

     High-yield  securities are often  considered to be speculative  and involve
greater risk of default or price changes due to changes in economic and industry
conditions  and the  issuer's  creditworthiness.  Their  market  prices  tend to
fluctuate  more than higher  quality  securities as a result of changes in these
factors.

     The default rate of lower  quality debt  securities  is likely to be higher
when issuers have difficulty  meeting  projected  goals or obtaining  additional
financing.  This  could  occur  during  economic  recessions  or periods of high
interest  rates.  In addition,  there may be a smaller  market for lower quality
securities than for higher quality  securities,  making lower quality securities
more difficult to sell promptly at an acceptable price.

     The junk bond market can experience sudden and sharp price swings and thus,
investors  in the Fund  should be willing  to  tolerate  significant  and sudden
changes in the Fund's net asset value.


                                       5
<PAGE>

HOW DO INTEREST RATES AFFECT THE VALUE OF MY INVESTMENT?

     Another   fundamental  risk  associated  with  any  fund  that  invests  in
fixed-income  securities  (e.g.,  a bond fund) is the risk that the value of the
securities  it holds will rise or fall as interest  rates change.  Generally,  a
fixed-income  security  will  increase  in value  when  interest  rates fall and
decrease in value when interest rates rise. Longer-term securities are generally
more sensitive to interest rate changes than shorter-term  securities,  but they
generally offer higher yields to compensate  investors for the associated risks.
A bond fund's average-weighted maturity and its duration are measures of how the
fund will react to interest rate changes.  High-yield  bond prices are generally
less directly  responsive to interest rate changes than investment  grade issues
and may not always follow this pattern.

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

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

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

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

HOW DOES THE FUND MANAGE INTEREST RATE RISK?

     The Fund may vary the average-weighted maturity of its portfolio to reflect
its portfolio manager's analysis of interest rate trends and other factors.  The
Fund's  average-weighted  maturity  will tend to be shorter  when its  portfolio
manager  expects  interest  rates to rise and longer when its portfolio  manager
expects interest rates to fall. The Fund may also use futures, options and other
derivatives to manage interest rate risk. See "Additional  Risk Factors" on page
7.

GENERAL PORTFOLIO POLICIES

     The Fund will follow the general  policies  listed below in  investing  its
portfolio  assets.  The  percentage  limitations  included in these policies and
elsewhere in this Prospectus apply at the time of purchase of the security.  For
example,  if the Fund exceeds a limit as a result of market  fluctuations or the
sale of other securities, it will not be required to dispose of any securities.

DIVERSIFICATION

     The Investment  Company Act of 1940 (the "1940 Act") classifies  investment
companies  as either  diversified  or  nondiversified.  The Fund  qualifies as a
diversified   fund  under  the  1940  Act  and  is  subject  to  the   following
requirements:

o    As a  fundamental  policy,  the  Fund  may not  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, the Fund
     will not 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 the Fund's  holdings  of that issuer to amount to more than 5% of the
     Fund's total assets.

o    The Fund will invest no more than 25% of its assets in a single issuer.

INDUSTRY CONCENTRATION

     As a  fundamental  policy,  the Fund will not  invest  more than 25% of its
total  assets in any  particular  industry.  This  policy does not apply to U.S.
government securities.


                                       6
<PAGE>

PORTFOLIO TURNOVER

     The Fund 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,
anticipated changes in interest rates or the credit standing of an issuer, or by
reason  of  economic  or  other  developments  not  foreseen  at the time of the
investment  decision.  Changes  are made in the Fund's  portfolio  whenever  its
portfolio manager believes such changes are desirable.  Portfolio turnover rates
are generally not a factor in making buy and sell decisions.

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

ILLIQUID INVESTMENTS

     The Fund may  invest up to 15% of its net assets in  illiquid  investments,
including restricted  securities or private placements that are not deemed to be
liquid by Janus Capital.  An illiquid investment is a security or other position
that  cannot be  disposed  of  quickly in the normal  course of  business.  Some
securities  cannot be sold to the U.S.  public because of their terms or because
of SEC  regulations.  Janus Capital may determine that securities that cannot be
sold to the U.S.  public but that can be sold to  institutional  investors  (for
example,  Rule 144A securities) are liquid. Janus Capital will follow guidelines
established  by the  Trustees  of the Trust  ("Trustees")  in  making  liquidity
determinations  for 144A  securities  and certain  other  securities,  including
commercial paper.

BORROWING AND LENDING

     The Fund may borrow money and lend securities or other assets, as follows:

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

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

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

     The Fund  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 limits.  There is no assurance that such permission will be
granted.

JOINT ACCOUNTS

     The Fund has requested exemptive relief from the SEC to permit the Fund and
other  funds  advised  by Janus  Capital  to  invest  in  certain  money  market
instruments  through a joint  account.  Accordingly,  the Fund may purchase such
instruments through a joint account if such relief is granted.

ADDITIONAL RISK FACTORS

HIGH-YIELD/HIGH-RISK BONDS

     HIGH-YIELD/HIGH-RISK  BONDS (OR  "JUNK"  BONDS) ARE DEBT  SECURITIES  RATED
BELOW INVESTMENT GRADE BY THE PRIMARY RATING AGENCIES (SUCH AS STANDARD & POOR'S
AND  MOODY'S) OR UNRATED  SECURITIES  OF  EQUIVALENT  QUALITY.  PLEASE  REFER TO
APPENDIX B FOR A DESCRIPTION OF BOND RATING  CATEGORIES.  THE FUND MAY INVEST IN
BONDS OF ANY QUALITY,  INCLUDING UNRATED SECURITIES.  

     The value of lower quality  securities  generally is more  dependent on the
ability of the issuer to meet  interest and  principal  payments  (i.e.,  credit
risk) than is the case for higher quality securities.  Conversely,  the value of
higher quality  securities may be more sensitive to interest rate movements than
lower quality 


                                       7
<PAGE>

securities. Issuers of high-yield securities may not be as strong financially as
those issuing bonds with higher credit  ratings.  Investments  in such companies
are considered to be more speculative than higher quality investments.

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

     The market for lower quality  securities is generally  less liquid than the
market for higher quality bonds.  Adverse publicity and investor  perceptions as
well as new or  proposed  laws may also  have a greater  negative  impact on the
market for lower quality  securities.  Unrated debt,  while not  necessarily  of
lower quality than rated securities,  may not have as broad a market.  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  bonds  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
do not pay interest until maturity.  However, the Fund must recognize a computed
amount of interest income and pay dividends to  shareholders  even though it has
received no cash.  In some  instances,  the Fund may have to sell  securities to
have sufficient cash to pay the dividends.

FOREIGN SECURITIES

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

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

o    Currency  Risk. The Fund must 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 the Fund holds a foreign security,  its value will be
     affected by the value of the local  currency  relative to the U.S.  dollar.
     When the Fund sells a foreign 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
     the Fund's assets from that country.

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

o    Market   Risk.   Foreign   securities   markets,   particularly   those  of
     underdeveloped  or  developing  countries,  may be  less  liquid  and  more
     volatile than domestic  markets.  Certain  markets may require  payment for
     securities  before  delivery  and delays  may be  encountered  in  settling
     securities  transactions.  In  some  foreign  markets,  there  may  not  be
     protection against failure by other parties to complete transactions. There
     may be limited legal  recourse  against an issuer in the event of a default
     on a debt instrument.

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


                                       8
<PAGE>

FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS

     The Fund 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 Fund intends to use  derivative
instruments  primarily  to hedge the value of its  portfolio  against  potential
adverse  movements in securities  prices,  foreign  currency markets or interest
rates.  To a limited  extent,  the Fund may also use derivative  instruments for
non-hedging purposes such as increasing the Fund's income or otherwise enhancing
return. Please refer to Appendix A and the SAI for a more detailed discussion of
these  instruments.  

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

     o    the risk that interest rates,  securities  prices and currency markets
          will  not  move  in  the   directions   that  the  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 the Fund'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 the Fund  worse off than if it had not  entered  into the
          position. 

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

SPECIAL SITUATIONS

     The Fund may invest in "special  situations"  from time to time.  A special
situation  arises  when,  in the opinion of the Fund's  portfolio  manager,  the
securities of a particular issuer will be recognized and appreciate in value due
to a specific development with respect to that issuer.  Developments  creating a
special  situation  might  include,  among others,  a new product or process,  a
technological breakthrough, a management change or other extraordinary corporate
event,  or  differences  in  market  supply  of and  demand  for  the  security.
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.

PERFORMANCE TERMS

     This section will help you understand  various terms that are commonly used
to describe the Fund's performance. You may see references to these terms in our
newsletters,   advertisements  and  in  media  articles.   Our  newsletters  and
advertisements  may  include  comparisons  of  the  Fund's  performance  to  the
performance  of other mutual funds,  mutual fund  averages or  recognized  stock
market  indices.  The Fund may  measure  performance  in terms of yield or total
return.  

     Cumulative  Total  Return  represents  the  actual  rate  of  return  on an
investment for a specified  period.  Cumulative total return is generally quoted
for more than one year (e.g.,  the life of the Fund). A cumulative  total return
does not show interim fluctuations in the value of an investment.


                                       9
<PAGE>

     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 the  Fund's
return and are not the same as actual annual results.

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

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

     THE FUND  IMPOSES NO SALES OR OTHER  CHARGES THAT WOULD AFFECT TOTAL RETURN
OR YIELD  COMPUTATIONS.  FUND  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 AN INVESTOR'S SHARES,  WHEN REDEEMED,
MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST.

SHAREHOLDER'S MANUAL

     This  section will help you become  familiar  with the  different  types of
accounts you can establish with Janus.  In addition,  the  Shareholder's  Manual
explains in detail the wide array of services and features you can  establish on
your account. These services may be modified or discontinued without shareholder
approval.

HOW TO GET IN TOUCH WITH JANUS

     If you have any questions while reading this prospectus, please call one of
our Investor  Service  Representatives  at  1-800-525-3713  Monday-Friday:  7:00
a.m.-1:00 a.m., and Saturday-Sunday: 10:00 a.m.-7:00 p.m., New York time.

MINIMUM INVESTMENTS

To open a new account                                  $1,000
To open a new retirement account
  or UGMA/UTMA account                                 $  250
To open a new account with an Automatic
  Investment Plan                                      $    0*
To add to any type of account                          $   50*

     *There is a $50 minimum monthly investment.  This minimum may be waived for
certain accounts that participate in an automatic group billing purchase program
or automatic payroll deduction program.

TYPES OF ACCOUNT OWNERSHIP

     If you are  investing  for the first time,  you will need to  establish  an
account. You can establish the following types of accounts by completing the New
Account Application included with this prospectus:

     o    Individual or Joint  Ownership.  Individual  accounts are owned by one
          person. Joint accounts have two or more owners.

     o    A Gift or Transfer to Minor (UGMA or UTMA). An UGMA/UTMA  account is a
          custodial  account managed for the benefit of a minor. To open an UGMA
          or UTMA account,  you must include the minor's Social  Security number
          on the application.

     o    Trust.  An  established  trust can open an account.  The names of each
          trustee,  the name of the trust  and the date of the  trust  agreement
          must be included on the application.

     o    Business  Accounts.  Corporations  and  partnerships  may also open an
          account.  The application  must be signed by an authorized  officer of
          the corporation or a general partner of the partnership.


                                       10
<PAGE>

RETIREMENT ACCOUNTS

     If you are  eligible,  you may set up your  account  under a  tax-sheltered
retirement plan. A retirement plan allows you to shelter your investment  income
and capital gains from current income taxes.  A contribution  to these plans may
also be tax  deductible.  Distributions  from  retirement  plans  are  generally
subject to income tax and may be subject to an additional tax if withdrawn prior
to age 59 1/2.

     Investors  Fiduciary  Trust  Company  ("IFTC")  serves as custodian for the
Retirement  Plans offered by the Fund. There is an annual $12 fee per account to
maintain your  retirement  account.  The maximum  annual fee is $24 per taxpayer
identification  number.  You may pay the fee by check  or have it  automatically
deducted from your account  (usually in December).  In lieu of the annual fee, a
special  nonrefundable  Lifetime IRA(R) Fee of $100 may be paid. This fee covers
all retirement plans that are maintained under the same taxpayer  identification
number as long as they are continuously maintained at Janus. 

     The following plans require a special  application.  For an application and
more details about our Retirement Plans, call 1-800-525-3713.

     o    Individual Retirement Account: An IRA allows individuals under the age
          of 701/2 with earned  income to  contribute up to the lesser of $2,000
          or 100% of compensation annually.  Please refer to the Janus Funds IRA
          booklet for complete information regarding IRAs.

     o    Simplified  Employee  Pension  Plan  ("SEP"):  This plan allows  small
          business owners  (including sole  proprietors) to make  tax-deductible
          contributions  for  themselves  and any  eligible  employee(s).  A SEP
          requires an IRA (a SEP-IRA) to be set up for each SEP participant.

     o    Profit Sharing or Money Purchase Pension Plan: These plans are open to
          corporations,  partnerships  and sole  proprietors  to  benefit  their
          employees and themselves.

     o    Section  403(b)(7)  Plan:  Employees of educational  organizations  or
          other  qualifying,   tax-exempt   organizations  may  be  eligible  to
          participate in a Section 403(b)(7) Plan.

HOW TO OPEN YOUR JANUS ACCOUNT

     Complete and sign the  appropriate  application.  Please be sure to provide
your Social Security or taxpayer identification number on the application.  Make
your check payable to Janus Funds. Send all items to one of following addresses:

Regular Mail                       Express or Certified Mail
- ------------                       -------------------------
Janus Funds                        Janus Funds
P.O. Box 173375                    100 Fillmore Street, Suite 300
Denver, CO 80217-3375              Denver, CO 80206-4923

INVESTOR SERVICE CENTERS

     Janus Funds offers three Investor Service Centers for those individuals who
would like to conduct their  investing in person.  Our  representatives  will be
happy to assist you at any of the following locations:

100 Fillmore Street, Suite 100
Denver, CO 80206

3773 Cherry Creek North Drive, Suite 101
Denver, CO 80209

1004 Baltimore Ave., Suite 100
Kansas City, MO 64105

JANUS NO MINIMUM INITIAL INVESTMENT PROGRAM(R)

     If you participate in our popular Automatic Monthly Investment Program ($50
minimum monthly  payment),  the Fund will waive the minimum initial  investment.
The Fund reserves the right to close your account if you discontinue the program
before your account reaches the required minimum initial investment.  Please see
"Involuntary  Redemption" on page 16. For more detailed information on automatic
monthly investing, see "How to Purchase Shares."


                                       11
<PAGE>

HOW TO PURCHASE SHARES

PAYING FOR SHARES

     When you  purchase  shares,  your request will be processed at the next NAV
calculated after your order is received and accepted. Please note the following:

     o    Cash, credit cards, third party checks and credit card checks will not
          be accepted.

     o    All purchases must be made in U.S. dollars.

     o    Checks must be drawn on a U.S. bank and made payable to Janus Funds.

     o    If a check does not clear your bank,  the Fund  reserves  the right to
          cancel the purchase.

     o    If the Fund is unable to debit your  predesignated bank account on the
          day of  purchase,  it may  make  additional  attempts  or  cancel  the
          purchase.

     o    The Fund reserves the right to reject any specific purchase request.

     If your purchase is cancelled,  you will be  responsible  for any losses or
fees  imposed by your bank and losses  that may be  incurred  as a result of any
decline in the value of the cancelled purchase. The Fund (or its agents) has the
authority to redeem  shares in your  account(s)  to cover any such losses due to
fluctuations in share price. Any profit on such  cancellation will accrue to the
Fund.

     ONCE  YOU HAVE  OPENED  YOUR  JANUS  ACCOUNT,  THE  MINIMUM  AMOUNT  FOR AN
ADDITIONAL  INVESTMENT  IS $50.  You may add to your account at any time through
any of the following options:

BY MAIL

     Complete the  remittance  slip attached at the bottom of your  confirmation
statement.  If you are  making a  purchase  into a  retirement  account,  please
indicate  whether  the  purchase  is a  rollover  or a  current  or  prior  year
contribution. Send your check and remittance slip or written instructions to one
of the addresses listed previously. You may also request a booklet of remittance
slips for non-retirement accounts.

BY TELEPHONE

     This  service  allows  you  to  purchase   additional  shares  quickly  and
conveniently  through an electronic  transfer of money. When you call to make an
additional   purchase  by  telephone,   Janus  will  automatically   debit  your
predesignated  bank account for the desired  amount.  To establish the telephone
purchase option on your new account, complete the "Telephone Purchase of Shares"
section on the application and attach a "voided" check or deposit slip from your
bank account.  If your account is already  established,  call  1-800-525-3713 to
request the  appropriate  form.  This option will become  effective ten business
days after the form is received.

BY WIRE

     Purchases  may also be made by wiring  money from your bank account to your
Janus account. Call 1-800-525-3713 to receive wiring instructions.

AUTOMATIC INVESTMENT PROGRAMS

     Automatic  investing is an easy way to systematically  add to your account.
Janus offers several automatic  investment plans to help investors achieve their
financial goals as simply and conveniently as possible.

     o    Automatic Monthly Investment Program
          You select the day each  month that your money ($50  minimum)  will be
          electronically  transferred  from  your  bank  account  to  your  Fund
          account. To establish this option,  complete the "Automatic Investing"
          section on the application and attach a "voided" check or deposit slip
          from your bank account.  If your Fund account is already  established,
          call 1-800-525-3713 to request the appropriate form.

     o    Payroll Deduction
          If your employer can initiate an automatic payroll deduction,  you may
          have all or a portion of your  


                                       12
<PAGE>

          paycheck  invested   directly  into  your  Fund  account.   To  obtain
          information on establishing this option, call 1-800-525-3713.

     o    Systematic Exchange
          With a  Systematic  Exchange  you  determine  the amount of money ($50
          minimum) you would like automatically exchanged from one Janus account
          to  another on any day of the month.  For more  information  on how to
          establish this option, call 1-800-525-3713.

QUICK ADDRESS AND TELEPHONE REFERENCE

Regular Mail                            Express or Certified Mail
- ------------                            -------------------------
Janus Funds                             Janus Funds
P.O. Box 173375                         100 Fillmore Street, Suite 300
Denver, CO 80217-3375                   Denver, CO 80206-4923

Janus Investor Services 1-800-525-3713  Janus QuotelineSM 1-800-525-0024
To speak to a service representative.   For automated daily quotes on fund 
                                        share prices, yields and total returns.

JETS(R) 1-800-525-6125                  Janus Literature Line 1-800-525-8983 
For 24-hour access to account and       To request a prospectus, shareholder 
fund information.                       reports or marketing materials.

TDD  1-800-525-0056   
A telecommunications device for
our hearing and speech-impaired
shareholders.

HOW TO EXCHANGE SHARES

     On any business  day, you may exchange all or a portion of your shares into
any other available Janus fund.

IN WRITING

     To request an exchange  in  writing,  please  follow the  instructions  for
written requests on page 14.

BY TELEPHONE

     All accounts are automatically  eligible for the telephone exchange option.
To exchange  shares by telephone,  call an investor  service  representative  at
1-800-525-3713  during  normal  business  hours  or call  the  Janus  Electronic
Telephone Service (JETS(R)) line at 1-800-525-6125.

BY SYSTEMATIC EXCHANGE

     As noted above, a Systematic  Exchange may be established  for as little as
$50 a month. 

     Please note our exchange policies:

     o    Except for Systematic  Exchanges,  the minimum is $1,000, or the total
          account value if less than $1,000.

     o    You may make four  exchanges  out of the Fund  during a calendar  year
          (exclusive of Systematic Exchanges). There is no charge for exchanges.

     o    Exchanges  between accounts will be accepted only if the registrations
          are identical.

     o    If the shares you are  exchanging  are held in  certificate  form, you
          must return the certificate to the Fund prior to making any exchanges.

     o    Be sure that you read the  prospectus  for the fund into which you are
          exchanging.

     o    The Fund  reserves  the right to reject any  exchange  request  and to
          modify or terminate the exchange  privilege at any time.  For example,
          the Fund may reject  exchanges  from  accounts  engaged  in  excessive
          trading (including market timing transactions) that are detrimental to
          the Fund.


                                       13
<PAGE>

     o    An  exchange  represents  the  sale of  shares  from  one fund and the
          purchase of shares of another  fund,  which may produce a taxable gain
          or loss in a non-tax deferred account.

HOW TO REDEEM SHARES

     On any business day, you may redeem all or a portion of your shares. If the
shares are held in certificate  form, the  certificate  must be returned with or
before your redemption  request.  Your transaction will be processed at the next
NAV calculated after your order is received and accepted.

     IF THE SHARES BEING REDEEMED WERE PURCHASED BY CHECK,  TELEPHONE OR THROUGH
THE AUTOMATIC MONTHLY INVESTMENT PROGRAM,  THE FUND MAY DELAY THE MAILING OF THE
REDEMPTION  CHECK  FOR UP TO 15 DAYS  FROM  THE DAY OF  PURCHASE  TO  ALLOW  THE
PURCHASE TO CLEAR. Unless you provide alternate instructions, your proceeds will
be invested in Janus Money Market Fund during the 15 day hold period.

IN WRITING

     To request a redemption  in writing,  please  follow the  instructions  for
written requests noted on page 14.

BY TELEPHONE

     Most accounts have the telephone redemption option,  unless this option was
specifically declined on the application or in writing.

     This option enables you to redeem up to $100,000 daily from your account by
simply calling 1-800-525-3713 by 4:00 p.m. New York time.

SYSTEMATIC WITHDRAWAL PLAN ("SWP")

     SWPs allow you to redeem a specific  dollar  amount from your  account on a
regular basis. For more information on SWPs or to request the appropriate  form,
please call 1-800-525-3713.

PAYMENT OF REDEMPTION PROCEEDS

     o    By Check
          Redemption  proceeds will be sent to the  shareholder(s)  of record at
          the  address of record  within  seven  days  after  receipt of a valid
          redemption request.

     o    Electronic Transfer
          If you have established this option,  your redemption proceeds will be
          electronically  transferred to your  predesignated bank account on the
          second  business  day after  receipt of your  redemption  request.  To
          establish this option, call  1-800-525-3713.  There is no fee for this
          option.

     o    By Wire
          If you are authorized for the wire redemption service, your redemption
          proceeds will be wired directly into your  designated  bank account on
          the next business day after receipt of your redemption request.  There
          is no limitation on redemptions by wire;  however,  there is an $8 fee
          for each wire and your bank may  charge an  additional  fee to receive
          the wire.  If you would like to  establish  this option on an existing
          account,  please call  1-800-525-3713 to request the appropriate form.
          Wire redemptions are not available for retirement accounts.

WRITTEN INSTRUCTIONS

     To redeem or exchange  all or part of your shares in writing,  your request
should be sent to one of the  addresses  listed on page 11 and must  include the
following information:

     o    the name of the Fund
     o    the account number
     o    the amount of money or number of shares being redeemed
     o    the name(s) on the account
     o    the signature(s) of all registered account owners
     o    your daytime telephone number


                                       14
<PAGE>

o    SIGNATURE REQUIREMENTS BASED ON ACCOUNT TYPE

     o    Individual,  Joint Tenants,  Tenants in Common:  Written  instructions
          must be signed by each shareholder, exactly as the names appear in the
          account registration.

     o    UGMA or UTMA: Written  instructions must be signed by the custodian in
          his/her capacity as it appears in the account registration.

     o    Sole Proprietor,  General Partner: Written instructions must be signed
          by an authorized  individual in his/her  capacity as it appears on the
          account registration.

     o    Corporation,  Association:  Written instructions must be signed by the
          person(s)  authorized to act on the account. In addition,  a certified
          copy of the corporate  resolution  authorizing  the signer to act must
          accompany the request.

     o    Trust: Written  instructions must be signed by the trustee(s).  If the
          name(s)  of the  current  trustee(s)  does not  appear in the  account
          registration,  a certificate  of incumbency  dated within 60 days must
          also be submitted.

     o    IRA: Written  instructions must be signed by the account owner. If you
          do not want federal income tax withheld from your redemption, you must
          state that you elect not to have such withholding  apply. In addition,
          your instructions must state whether the distribution is normal (after
          age 591/2) or premature (before age 591/2) and, if premature,  whether
          any  exceptions  such as death or disability  apply with regard to the
          10% additional tax on early distributions.

PRICING OF FUND SHARES

     All purchases,  redemptions and exchanges will be processed at the NAV next
calculated  after  your  request is  received  and  approved.  The Fund's NAV is
calculated  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. In order to receive a day's price,  your order must be received by 4:00
p.m. New York time.  NAV per share is  calculated by dividing the total value of
the Fund's 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. See the SAI for more detailed information.

SIGNATURE GUARANTEE

     In addition to the signature  requirements,  a signature  guarantee is also
required if any of the following is applicable:

     o    The redemption exceeds $100,000.

     o    You would  like the  check  made  payable  to  anyone  other  than the
          shareholder(s) of record.

     o    You would like the check  mailed to an address  which has been changed
          within 10 days of the redemption request.

     o    You would like the check  mailed to an address  other than the address
          of record.

     THE FUND  RESERVES THE RIGHT TO REQUIRE A SIGNATURE  GUARANTEE  UNDER OTHER
CIRCUMSTANCES  OR TO REJECT OR DELAY A REDEMPTION ON CERTAIN LEGAL GROUNDS.  FOR
MORE INFORMATION PERTAINING TO SIGNATURE GUARANTEES, PLEASE CALL 1-800-525-3713.

HOW TO OBTAIN A SIGNATURE GUARANTEE

     A signature  guarantee  assures that a signature is genuine.  The signature
guarantee  protects  shareholders  from  unauthorized  account  transfers.   The
following financial  institutions may guarantee  signatures:  banks, savings and
loan associations,  trust companies,  credit unions,  brokers-dealers and member
firms of a national securities exchange.  Call your financial institution to see
if they have the ability to guarantee a signature. A signature guarantee may not
be provided by a notary public.

     If you live outside the United States,  a foreign bank properly  authorized
to do business in your country of residence or a U.S.  consulate  may be able to
authenticate your signature.


                                       15
<PAGE>

SHAREHOLDER SERVICES AND ACCOUNT POLICIES

JANUS ELECTRONIC TELEPHONE SERVICE (JETS(R))

     JETS, our electronic  telephone  service line, offers you 24-hour access by
TouchTone(a)  telephone  to obtain your  account  balance,  to confirm your last
transaction or dividend posted to your account,  to order  duplicate  account or
tax statements,  to reorder money market fund checks or to exchange your shares.
JETS can be  accessed  by calling  1-800-525-6125.  Calls on JETS are limited to
seven minutes.

TRANSACTIONS THROUGH PROCESSING ORGANIZATIONS

     You may purchase or sell Fund shares through a broker-dealer, bank or other
financial  institution,  or an  organization  that  provides  recordkeeping  and
consulting  services to 401(k)  plans or other  qualified  plans (a  "Processing
Organization").  Processing  Organizations may charge you a fee for this service
and may require  different  minimum initial and subsequent  investments than the
Fund. A Processing  Organization  may also impose other charges or  restrictions
different from those applicable to shareholders who invest in the Fund directly.
The Processing  Organization,  rather than its customers, may be the shareholder
of record of your  shares.  The Fund is not  responsible  for the failure of any
Processing  Organization to carry out its obligations to its customers.  Certain
Processing  Organizations  may receive  compensation  from Janus  Capital or its
affiliates and certain  Processing  Organizations may receive  compensation from
the Fund for shareholder recordkeeping and similar services.

TAX IDENTIFICATION NUMBER

     On the application or other  appropriate form, you will be asked to certify
that your Social Security or taxpayer  identification number is correct and that
you are not subject to backup  withholding  for failing to report  income to the
IRS.  If you are  subject to the 31% backup  withholding  or you did not certify
your taxpayer  identification,  the IRS requires the Fund to withhold 31% of any
dividends  paid and  redemption  or  exchange  proceeds.  In addition to the 31%
backup  withholding,  you may be subject to a $50 fee to reimburse  the Fund for
any penalty that the IRS may impose.

SHARE CERTIFICATES

     Most  shareholders  choose not to hold  their  shares in  certificate  form
because  account  transactions  such as  exchanges  and  redemptions  cannot  be
completed  until the  certificate  has been returned to the Fund.  The Fund will
issue share  certificates upon written request only. Share certificates will not
be  issued  until  the  shares  have  been  held for at  least  15  days.  Share
certificates  cannot be issued for  retirement  accounts.  In  addition,  if the
certificate is lost, there may be a replacement charge.

INVOLUNTARY REDEMPTION

     If your  account  balance  falls below the $1,000  minimum as a result of a
redemption or exchange or if you  discontinue the Automatic  Monthly  Investment
Program before your account  balance reaches the required  minimum,  you will be
given a 60-day  notice  to  reestablish  the  minimum  balance  or  activate  an
Automatic  Investment  Program. If this requirement is not met, your account may
be closed and the proceeds sent to you.

     The Fund  reserves  the right to close an  account  if the  shareholder  is
deemed to engage in activities which are illegal or otherwise detrimental to the
Fund.

TELEPHONE TRANSACTIONS

     You may initiate many  transactions  by telephone.  The Fund and its agents
will not be responsible for any losses resulting from unauthorized  transactions
when procedures designed to verify the identity of the caller are followed.

     It may be  difficult  to reach  the Fund by  telephone  during  periods  of
unusual  market  activity.  If you  are  unable  to  reach a  representative  by
telephone,  please consider sending written instructions,  stopping by a Service
Center, or in the case of exchanges, calling the JETS line.


                                       16
<PAGE>

TEMPORARY SUSPENSION OF SERVICES

     The Fund or its  agents  may,  in case of  emergency,  temporarily  suspend
telephone transactions or other shareholder services upon reasonable notice.

ADDRESS CHANGES

     To change  the  address  on your  account,  call  1-800-525-3713  or send a
written request signed by all account owners.  Include the name of the Fund, the
account  number(s),  the  name(s)  on the  account  and  both  the  old  and new
addresses.  Certain  options may be suspended  for 10 days  following an address
change unless a signature guarantee is provided.

REGISTRATION CHANGES

     To change the name on an account, the shares are generally transferred to a
new  account.  In some cases,  legal  documentation  may be  required.  For more
information call 1-800-525-3713.

STATEMENTS AND REPORTS

     The Fund will send you a  confirmation  statement  after every  transaction
that  affects  your account  balance or your  account  registration.  If you are
enrolled in our  Automatic  Monthly  Investment  Program and invest on a monthly
basis, you will receive quarterly  confirmations.  Information regarding the tax
status of income  dividends  and capital gains  distributions  will be mailed to
shareholders  on or before  January 31st of each year.  Account tax  information
will also be sent to the IRS.

     Financial  reports  for the  Fund,  which  includes  a list  of the  Fund's
portfolio holdings,  will be mailed semiannually to all shareholders.  To reduce
expenses, only one copy of most financial reports will be mailed to all accounts
in the same household.  Please call  1-800-525-3713 if you would like to receive
additional reports.

MANAGEMENT OF THE FUND

TRUSTEES

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

INVESTMENT ADVISER

     Janus Capital, 100 Fillmore, Suite 300, Denver, Colorado 80206-4923, is the
investment adviser to the Fund and is responsible for the day-to-day  management
of its investment portfolio and other business affairs. 

     Janus  Capital has served as  investment  adviser to certain  series of the
Trust since 1970 and currently serves as investment  adviser to all of the Janus
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 Fund's  investments.  Janus Capital also furnishes  certain  administrative,
compliance  and  accounting  services for the Fund, and may be reimbursed by the
Fund for its costs in  providing  those  services.  In addition,  Janus  Capital
employees serve as officers of the Trust and Janus Capital provides office space
for the Fund and pays the  salaries,  fees and expenses of all Fund officers and
those Trustees who are affiliated with Janus Capital.

PORTFOLIO MANAGER

     Ronald V. Speaker is the Executive Vice President and portfolio  manager of
the Fund, which he has managed since inception. Mr. Speaker joined Janus Capital
in 1986 and has managed each of Janus 


                                       17
<PAGE>

Intermediate  Government  Securities  Fund, Janus Short-Term Bond Fund and Janus
Federal  Tax-Exempt  Fund since their  inceptions and has managed Janus Flexible
Income Fund since December 1991. He holds a Bachelor of Arts in Finance from the
University of Colorado and is a Chartered Financial Analyst.

PERSONAL INVESTING

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

BREAKDOWN OF MANAGEMENT EXPENSES AND EXPENSE LIMITS

     The Fund pays Janus Capital a management fee equal,  on an annual basis, to
 .75% of the first $300  million of average  daily net assets and .65% of average
daily net assets in excess of $300  million.  The fee is accrued  daily and paid
monthly.  The advisory agreement with the Fund spells out the management fee and
other expenses that the Fund must pay. Janus Capital will waive certain fees and
expenses to the extent that the Fund's total expenses exceed 1.00% in any fiscal
year. This waiver will be continued until at least October 31, 1996.

     The  actual  management  fee  paid  by the  Fund  may be  higher  than  the
management  fee paid by most other mutual  funds.  The Fund incurs  expenses not
assumed by Janus Capital,  including  transfer agent and  subcustodian  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 the Fund 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 the  Fund's
transactions and recognizing brokerage,  research and other services provided to
the Fund and to Janus Capital.  Janus Capital may also consider payments made by
brokers  effecting  transactions  for the  Fund i) to the  Fund or ii) to  other
persons  on behalf of the Fund for  services  provided  to the Fund for which it
would be obligated to pay.  Janus Capital may also  consider  sales of shares of
the Fund as a factor in the  selection of  broker-dealers.  The Fund's  Trustees
have authorized Janus Capital to place portfolio transactions on an agency basis
with a broker-dealer  affiliated with Janus Capital.  When  transactions for the
Fund are effected with that  broker-dealer,  the commissions payable by the Fund
are credited against certain Fund operating  expenses.  The SAI further explains
the selection of broker-dealers.

OTHER SERVICE PROVIDERS

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

Domestic Custodian
Investors Fiduciary Trust Company
127 W. 10th Street
Kansas City, Missouri 64106

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

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

Distributor
Janus Distributors, Inc.
100 Fillmore Street
Denver, Colorado 80206


                                       18
<PAGE>

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

OTHER INFORMATION

ORGANIZATION

     The Trust is a "mutual fund" that was organized as a Massachusetts business
trust on February 11, 1986.  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 19 separate  series,  including the Fund.  The Trust
currently  offers  the  other  18  series  of the  Trust  pursuant  to  separate
prospectuses.

SHAREHOLDER MEETINGS

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

SIZE OF THE FUND

     The Fund has no  present  plans to limit  its size.  However,  the Fund may
discontinue sales of its shares if management  believes that continued sales may
adversely  affect the Fund's  ability to achieve its  investment  objective.  If
sales of the Fund are discontinued, it is expected that existing shareholders of
the Fund would be permitted  to continue to purchase  shares and to reinvest any
dividends or capital gains distributions, absent highly unusual circumstances.

MASTER/FEEDER OPTION

     The Trust may in the future seek to achieve the Fund's investment objective
by investing all of the Fund's assets in another  investment  company having the
same investment  objective and  substantially  the same investment  policies and
restrictions  as those  applicable  to the Fund.  It is  expected  that any such
investment  company would be managed by Janus Capital in substantially  the same
manner as the Fund. The  shareholders  of the Trust of record on April 30, 1992,
and the initial  shareholder(s)  of all series of the Trust  created after April
30, 1992, have voted to vest authority to use this  investment  structure in the
sole discretion of the Trustees.  No further approval of the shareholders of the
Fund is  required.  You will  receive at least 30 days' prior notice of any such
investment.  Such investment would be made only if the Trustees  determine it to
be in the best  interests  of the  Fund 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 the Fund  believes that 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.

DISTRIBUTIONS AND TAXES

DISTRIBUTIONS

     THE INTERNAL  REVENUE CODE REQUIRES THE FUND TO  DISTRIBUTE  NET INCOME AND
ANY NET GAINS  REALIZED  BY ITS  INVESTMENTS  ANNUALLY.  THE FUND'S  INCOME FROM
DIVIDENDS AND INTEREST AND ANY NET REALIZED SHORT-TERM CAPITAL GAINS ARE PAID TO
SHAREHOLDERS AS DIVIDENDS. NET REALIZED LONG-TERM GAINS ARE PAID TO SHAREHOLDERS
AS CAPITAL GAINS DISTRIBUTIONS.  DIVIDENDS ARE DECLARED DAILY AND PAID AS OF THE
LAST  BUSINESS  DAY OF EACH MONTH.  IF A MONTH  BEGINS ON A SATURDAY,  SUNDAY OR
HOLIDAY,  DIVIDENDS FOR THOSE DAYS ARE PAID AT THE END OF THE  PRECEDING  MONTH.
CAPITAL GAINS DISTRIBUTIONS (IF ANY) ARE DECLARED AND PAID IN DECEMBER.  NOTICES
OF DIVIDENDS ARE MAILED AS OF EACH CALENDAR QUARTER END.


                                       19
<PAGE>

HOW DISTRIBUTIONS AFFECT A FUND'S NAV

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

"BUYING A DIVIDEND"

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

DISTRIBUTION OPTIONS

     When you open an account, you must specify on your application how you want
to receive your  distributions.  You may change your distribution  option at any
time by  writing  or  calling  1-800-525-3713.  The Fund  offers  the  following
options:

     1.   Reinvestment  Option.  You may  reinvest  your  income  dividends  and
          capital gains distributions to purchase additional shares. This option
          is assigned automatically if no other choice is made.

     2.   Cash Option.  You may receive your income  dividends and capital gains
          distributions in cash.

     3.   Reinvest and Cash Option. You may receive either your income dividends
          or  capital  gains  distributions  in cash and  reinvest  the other to
          purchase additional shares.

     4.   Redirect  Option.  You may direct your  dividends or capital  gains to
          purchase shares of another Janus fund. 

TAXES

     As with  any  investment,  you  should  consider  the tax  consequences  of
investing in the Fund. The following  discussion  does not apply to tax-deferred
retirement  accounts,  nor  is  it  a  complete  analysis  of  the  federal  tax
implications  of  investing  in the Fund.  You may wish to consult  your own tax
adviser.  Additionally,  state  or local  taxes  may  apply to your  investment,
depending upon your residence.

TAXES ON DISTRIBUTIONS

     Dividends and  distributions by the Fund are subject to federal income tax,
regardless  of  whether  the  distribution  is made in  cash  or  reinvested  in
additional shares of the Fund. In certain states, a portion of the dividends and
distributions  (depending on the source of the Fund's income) may be exempt from
state and local taxes.  Information regarding the tax status of income dividends
and capital  gains  distributions  will be mailed to  shareholders  on or before
January 31st of each year.

TAXATION OF THE FUND

     Dividends,  interest and some capital gains received by the Fund on foreign
securities may be subject to tax withholding or other foreign taxes. Any foreign
taxes  paid by the Fund  will be  treated  as an  expense  to the Fund or passed
through to shareholders as a foreign tax credit,  depending on particular  facts
and  circumstances.  Tax conventions  between  certain  countries and the United
States may reduce or eliminate such taxes.

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


                                       20
<PAGE>

APPENDIX A

GLOSSARY OF INVESTMENTS AND INVESTMENT TECHNIQUES

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

     Certificates of  Participation  ("COPs") are  certificates  representing an
interest  in a pool of  securities.  Holders  are  entitled  to a  proportionate
interest in the underlying securities.

     Commercial  paper is a short-term debt  obligation with a maturity  ranging
from 1 to 270  days  issued  by  banks,  corporations  and  other  borrowers  to
investors  seeking to invest idle cash. The Fund may purchase  commercial  paper
issued  under  Section 4(2) of the  Securities  Act of 1933.  Janus  Capital may
determine that such  securities are liquid under  guidelines  established by the
Trustees.

     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  bonds are securities that are rated below  investment
grade by the primary rating agencies (BB or lower by Standard & Poor's and Ba or
lower by Moody's). Other terms commonly used to describe such securities include
"lower rated bonds," "noninvestment grade bonds" and "junk bonds."

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

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

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


                                       21
<PAGE>

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

     Reverse repurchase agreements involve the sale of a security by the Fund to
another  party  (generally a bank or dealer) in return for cash and an agreement
by the  Fund to buy the  security  back at a  specified  price  and  time.  This
technique  will be used to provide cash to satisfy  unusually  heavy  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.   Janus  Capital  may  determine  that  such
securities are liquid pursuant to procedures adopted by the Trustees.

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

     Tender  option  bonds are  generally  long-term  securities  that have been
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  "underlying  index").  Certain variable rate
securities (including certain mortgage-backed securities) pay interest at a rate
that  varies  inversely  to  prevailing  short-term  interest  rates  (sometimes
referred to as inverse  floaters).  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 changes in the  underlying  index.  Such  mechanism  may increase the
volatility of the security's market value.

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

     When-issued,  delayed delivery and forward  transactions  generally involve
the purchase of a security  with payment and delivery at some time in the future
- - i.e.,  beyond  normal  settlement.  The Fund  does not earn  interest  on such
securities until  settlement and bears the risk of market value  fluctuations in
between  the  purchase  and  settlement  dates.  New issues of stocks and bonds,
private  placements and U.S.  government  securities may be sold in this manner.

     Zero coupon bonds are debt  securities  that do not pay interest at regular
intervals,  but  are  issued  at  a  discount  from  face  value.  The  discount
approximates the total amount of interest the security will accrue from the date
of issuance to maturity.  Strips are debt  securities that are stripped of their
interest (usually by a financial  intermediary) after the securities are issued.
The market value of these  securities  generally  fluctuates more in response to
changes  in  interest  rates  than  interest-paying   securities  of  comparable
maturity.


                                       22
<PAGE>

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 Fund 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.  It may
also enter into  forward  contracts  to  purchase  or sell  securities  or other
financial  indices.  

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

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

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

     Inverse floaters are debt instruments  whose interest rate bears an inverse
relationship to the interest rate on another instrument.

     Options are the right,  but not the obligation,  to buy or sell a specified
amount  of  securities  or  other  assets  on  or  before  a  fixed  date  at  a
predetermined  price.  The Fund may  purchase  and write put and call options on
securities, securities indices and foreign currencies.


                                       23
<PAGE>

APPENDIX B

EXPLANATION OF RATING CATEGORIES

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

STANDARD & POOR'S RATINGS SERVICES

Bond                          Rating Explanation
- --------------------------------------------------------------------------------
Investment Grade
- ----------------
AAA                           Highest rating;  extremely  strong capacity to pay
                              principal and interest.
AA                            High   quality;   very  strong   capacity  to  pay
                              principal and interest.
A                             Strong  capacity to pay  principal  and  interest;
                              somewhat more  susceptible to the adverse  effects
                              of changing circumstances and economic conditions.
BBB                           Adequate  capacity to pay  principal and interest;
                              normally exhibit adequate  protection  parameters,
                              but  adverse   economic   conditions  or  changing
                              circumstances  more  likely to lead to a  weakened
                              capacity to pay  principal  and interest  than for
                              higher rated bonds.
- --------------------------------------------------------------------------------
Non-Investment Grade
- --------------------

BB, B,  

CCC, CC, C                    Predominantly  speculative  with  respect  to  the
                              issuer's  capacity to meet  required  interest and
                              principal   payments.   BB  -  lowest   degree  of
                              speculation;   C   -   the   highest   degree   of
                              speculation.      Quality      and      protective
                              characteristics  outweighed by large uncertainties
                              or major risk exposure to adverse conditions.
D                             In default.
- --------------------------------------------------------------------------------

MOODY'S INVESTORS SERVICE, INC.

Investment Grade
- ----------------

Aaa                           Highest  quality,  smallest  degree of  investment
                              risk.
Aa                            High  quality;   together  with  Aaa  bonds,  they
                              compose the high-grade bond group.
A                             Upper-medium  grade  obligations;  many  favorable
                              investment attributes.
Baa                           Medium-grade obligations; neither highly protected
                              nor poorly secured.  Interest and principal appear
                              adequate  for the present  but certain  protective
                              elements may be lacking or may be unreliable  over
                              any great length of time.
- --------------------------------------------------------------------------------
Non-Investment Grade
- --------------------

Ba                            More   uncertain,   with   speculative   elements.
                              Protection of interest and principal  payments not
                              well safeguarded during good and bad times.
B                             Lack  characteristics  of  desirable   investment;
                              potentially  low assurance of timely  interest and
                              principal   payments  or   maintenance   of  other
                              contract terms over time.
Caa                           Poor  standing,  may be in  default;  elements  of
                              danger  with  respect  to  principal  or  interest
                              payments.
Ca                            Speculative in a high degree;  could be in default
                              or have other marked shortcomings.
C                             Lowest-rated;  extremely  poor  prospects  of ever
                              attaining investment standing.
- -------------------------------------------------------------------------------


                                       24
<PAGE>

                [CENTERED AT TOP OF PAGE AND PRINTED IN RED INK]
                             SUBJECT TO COMPLETION
                             PRELIMINARY PROSPECTUS
                            DATED SEPTEMBER 15, 1995

                                     [LOGO]
                               JANUS OLYMPUS FUND
                         100 Fillmore Street, Suite 300
                             Denver, CO 80206-4923
                                 (800) 525-3713

                                   PROSPECTUS
                              _____________, 1995


     Janus  Olympus Fund (the "Fund") is a no-load,  nondiversified  mutual fund
that seeks  long-term  growth of  capital.  The Fund  pursues its  objective  by
investing  primarily in common stocks of issuers of any size,  which may include
larger  well-established  issuers and/or smaller emerging growth companies.  The
Fund is recently organized and has a limited operating history.

     For  complete  information  on how to  purchase,  exchange and sell shares,
please see the Shareholder's Manual beginning on page 9.

     The Fund is a portfolio of Janus  Investment  Fund (the  "Trust")  which is
registered  with the Securities and Exchange  Commission  ("SEC") as an open-end
management  investment company.  This Prospectus contains  information about the
Fund that you should  consider  before  investing.  Please read it carefully and
keep it for future reference. 

     Additional  information  about  the Fund is  contained  in a  Statement  of
Additional   Information   ("SAI")   filed   with   the  SEC.   The  SAI   dated
_________________,  1995, is incorporated by reference into this Prospectus. For
a copy of the SAI,  write or call the Fund at the address or phone number listed
above.

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

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

[PRINTED IN RED INK, VERTICALLY ON LEFT SIDE OF PAGE]
INFORMATION   CONTAINED  HEREIN  IS  SUBJECT  TO  COMPLETION  OR  AMENDMENT.   A
REGISTRATION  STATEMENT  RELATING  TO THESE  SECURITIES  HAS BEEN FILED WITH THE
SECURITIES  AND EXCHANGE  COMMISSION.  THESE  SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION  STATEMENT  BECOMES
EFFECTIVE.  THIS  PROSPECTUS  SHALL  NOT  CONSTITUTE  AN  OFFER  TO  SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE  SECURITIES
IN ANY STATE IN WHICH SUCH OFFER,  SOLICITATION  OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.


                                       1
<PAGE>

                               TABLE OF CONTENTS

                                                                            Page
- --------------------------------------------------------------------------------
The Fund At A Glance
 Brief Description of the Fund ............................................    3
Expense Information
 The Fund's annual operating expenses .....................................    3
The Fund In Detail
 The Fund's Investment Objective and Policies .............................    4
 General Portfolio Policies ...............................................    5
 Additional Risk Factors ..................................................    7
Performance Terms
 An Explanation of Performance Terms ......................................    9
Shareholder's Manual
 Types of Account Ownership ...............................................    9
 How to Open an Account ...................................................   10
 How to Purchase Shares ...................................................   11
 How to Exchange Shares ...................................................   12
 How to Redeem Shares .....................................................   13
 Shareholder Services and Account Policies ................................   15
 JETS(R) ..................................................................   15
 Transactions Through Processing Organizations ............................   15
 Tax Identification Number ................................................   15
 Share Certificates .......................................................   15
 Involuntary Redemption ...................................................   15
 Telephone Transactions ...................................................   16
 Making Changes to Your Acccount ..........................................   16
 Statements and Reports ...................................................   16
Management of the Fund
 Management & Portfolio Manager ...........................................   16
 Management Expenses ......................................................   17
 Portfolio Transactions ...................................................   17
 Other Service Providers ..................................................   18
 Other Information ........................................................   18
Distributions and Taxes
 Distribution Options and Taxes ...........................................   19
Appendix A
 Glossary of Investments and Investment Techniques ........................   21


                                       2
<PAGE>

THE FUND AT A GLANCE

INVESTMENT OBJECTIVE:

     The investment objective of the Fund is long-term growth of capital.

PRIMARY HOLDINGS:

     The Fund is a nondiversified fund that pursues its investment  objective by
investing primarily in common stocks of companies of any size.

SHAREHOLDER'S INVESTMENT HORIZON:

     The Fund is designed for long-term investors who seek growth of capital and
who can tolerate the greater risks  associated  with  investments in foreign and
domestic common stocks. The Fund is not designed as a short-term trading vehicle
and should not be relied upon for short-term financial needs.

FUND ADVISER:

     Janus Capital Corporation ("Janus Capital") serves as the Fund's investment
adviser.  Janus Capital has been in the investment advisory business for over 25
years and currently manages over $28 billion in assets.

FUND MANAGER:

     Scott W. Schoelzel

FUND INCEPTION:

     December 1995

EXPENSE INFORMATION

     The tables and example  below are  designed to assist you in  understanding
the various  costs and expenses  that you will bear directly or indirectly as an
investor in the Fund. Shareholder Transaction Expenses are fees charged directly
to your  individual  account when you buy,  sell or exchange  shares.  The table
below shows that you pay no such fees.  Annual Fund Operating  Expenses are paid
out of the Fund's assets and include fees for portfolio management,  maintenance
of shareholder accounts, shareholder servicing, accounting and other services.

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 fees*                                       None
     Exchange Fee                                           None

     * There is an $8 service fee for redemptions by wire.

ANNUAL FUND OPERATING EXPENSES(1)

(expressed as a percentage of average net assets)

Management Fee                       .82%
Other Expenses                       .40%
Total Fund Operating Expenses       1.22%


                                       3
<PAGE>

                                   EXAMPLE(1)

     Assume you invest  $1,000,  the Fund  returns 5%  annually  and the expense
ratio  remains as listed above.  This example shows the operating  expenses that
you would indirectly bear as an investor in the Fund.

                                                           1 Year   3 Years
                                                           ------   -------

     Assume you invest $1,000, the Fund returns             $12       $39
     5% annually and the expense ratio remains as
     listed above. This example shows the operating
     expenses that you would indirectly bear as an
     investor in the Fund.

     (1) The fees and  expenses in the table and example  above are based on the
estimated fees and expenses that the Fund expects to incur in its initial fiscal
year.

     THE EXAMPLE  SHOULD NOT BE  CONSIDERED A  REPRESENTATION  OF PAST OR FUTURE
RETURNS OR EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN.

THE FUND IN DETAIL

     This  section  takes a  closer  look at the  Fund's  investment  objective,
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 and refer
to  Appendix A for a  description  of certain  of the  Fund's  investments  (and
certain of the risks  associated with those  investments).  You should carefully
consider  your own  investment  goals,  time horizon and risk  tolerance  before
investing in the Fund.

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

INVESTMENT OBJECTIVE

     The investment  objective of the Fund is long-term growth of capital. It is
a  nondiversified  fund that pursues its  objective  by  investing  primarily in
common stocks of issuers of any size, which may include larger  well-established
issuers and/or smaller emerging growth companies.

TYPES OF INVESTMENTS

     The Fund invests  substantially all of its assets in common stocks selected
for their  growth  potential.  The Fund may  invest to a lesser  degree in other
types of securities, including preferred stock, warrants, convertible securities
and  debt  securities.  Debt  securities  that the  Fund  may  purchase  include
corporate   bonds  and   debentures   (not  to  exceed  35%  of  net  assets  in
high-yield/high-risk  bonds); government securities;  mortgage- and asset-backed
securities (not to exceed 25% of assets);  zero-coupon  bonds (not to exceed 10%
of assets);  indexed/structured notes; high-grade commercial paper; certificates
of  deposit;  and  repurchase  agreements.  Such  securities  may  offer  growth
potential  because of anticipated  changes in interest rates,  credit  standing,
currency  relationships or other factors. The Fund may also invest in short-term
debt securities and money market funds  (including money market funds managed by
Janus Capital) as a means of receiving a return on idle cash.

     When the Fund's portfolio  manager believes that market  conditions are not
favorable for  profitable  investing or when the portfolio  manager is otherwise
unable to locate favorable investment opportunities,  the Fund's investments may
be  hedged  to a greater  degree  and/or  its cash or  similar  investments  may
increase. In other words, the Fund does not always stay fully invested in stocks
and bonds.  Cash or similar  investments  are a residual -- they  represent  the
assets that remain after the portfolio manager has committed available assets to
desirable investment opportunities.  When the Fund's cash position increases, it
may not  participate in stock market  advances or declines to the extent that it
would if it remained more fully invested in common stocks.


                                       4
<PAGE>

     The Fund may invest  without limit in foreign  equity and debt  securities.
The Fund may use  options,  futures and other types of  derivatives  for hedging
purposes or as a means of enhancing  return.  See  "Additional  Risk Factors" on
page 7. The Fund may purchase  securities on a when-issued,  delayed delivery or
forward commitment basis.

     The  following  questions  are  designed to help you better  understand  an
investment in the fund.

HOW ARE COMMON STOCKS SELECTED?

     The Fund 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.  The portfolio manager takes a
"bottom up" approach to building  the  portfolio.  In other  words,  the manager
seeks to identify  individual  companies with earnings growth potential that may
not be  recognized  by the  market at large.  Although  themes may emerge in the
Fund,  securities are 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  the  Fund's
investments will be incidental to its primary objective.

ARE THE SAME CRITERIA USED TO SELECT FOREIGN STOCKS?

     Generally,  yes. The portfolio manager seeks companies with earnings growth
potential,  regardless of country of organization or place of principal business
activity.  Foreign  securities  are 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 stocks. See "Additional Risk
Factors" on page 7.

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/or  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 7.

HOW DOES A DIVERSIFIED FUND DIFFER FROM A NONDIVERSIFIED FUND?

     A  "nondiversified"  fund, such as the Fund, has the ability to take larger
positions in a smaller number of issuers than a "diversified"  fund. Because the
appreciation  or depreciation of a single stock may have a greater impact on the
NAV of a nondiversified  fund, its share price can be expected to fluctuate more
than a comparable diversified fund.

HOW DOES THE FUND TRY TO REDUCE RISK?

     The Fund may use  futures,  options  and other  derivative  instruments  to
protect the portfolio  from movements in securities  prices and interest  rates.
The Fund may  also use a  variety  of  currency  hedging  techniques,  including
forward currency contracts, to manage exchange rate risk when investing directly
in foreign markets. See "Additional Risk Factors" on page 7. In addition, to the
extent that the Fund holds a larger cash  position,  it may not  participate  in
market  declines to the same extent as if it had remained more fully invested in
common stocks.

GENERAL PORTFOLIO POLICIES

     The Fund will follow the general  policies  listed below in  investing  its
portfolio  assets.  The  percentage  limitations  included in these policies and
elsewhere in this Prospectus apply at the time of purchase of the security.  For
example,  if the Fund exceeds a limit as a result of market  fluctuations or the
sale of other securities, it will not be required to dispose of any securities.


                                       5
<PAGE>

DIVERSIFICATION

     The Investment  Company Act of 1940 (the "1940 Act") classifies  investment
companies  as either  diversified  or  nondiversified.  The Fund  qualifies as a
nondiversified  fund  under  the  1940  Act  and is  subject  to  the  following
requirements:

     o    As a  fundamental  policy,  the Fund may not own more  than 10% of the
          outstanding voting shares of any issuer.

     o    As a fundamental  policy, with respect to 50% of its total assets, the
          Fund will not 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 the Fund's  holdings of that issuer to amount to
          more than 5% of the Fund's total assets.

     o    The  Fund  will  invest  no more  than 25% of its  assets  in a single
          issuer.

     o    The Fund  reserves  the  right  to  become a  diversified  company  by
          limiting the investments in which more than 5% of its total assets are
          invested.

INDUSTRY CONCENTRATION

     As a  fundamental  policy,  the Fund will not  invest  more than 25% of its
total  assets in any  particular  industry.  This  policy does not apply to U.S.
government securities.

PORTFOLIO TURNOVER

     The Fund 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,
anticipated changes in interest rates or the credit standing of an issuer, or by
reason  of  economic  or  other  developments  not  foreseen  at the time of the
investment  decision.  Changes  are made in the Fund's  portfolio  whenever  its
portfolio manager believes such changes are desirable.  Portfolio turnover rates
are generally not a factor in making buy and sell decisions.

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

ILLIQUID INVESTMENTS

     The Fund may  invest up to 15% of its net assets in  illiquid  investments,
including restricted  securities or private placements that are not deemed to be
liquid by Janus Capital.  An illiquid investment is a security or other position
that  cannot be  disposed  of  quickly in the normal  course of  business.  Some
securities  cannot be sold to the U.S.  public because of their terms or because
of SEC  regulations.  Janus Capital may determine that securities that cannot be
sold to the U.S.  public but that can be sold to  institutional  investors  (for
example,  Rule 144A securities) are liquid. Janus Capital will follow guidelines
established  by the  Trustees  of the Trust  ("Trustees")  in  making  liquidity
determinations  for 144A  Securities  and certain  other  securities,  including
commercial paper.

BORROWING AND LENDING

     The Fund may borrow money and lend securities or other assets, as follows:

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

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

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


                                       6
<PAGE>

     The Fund  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 limits.  There is no assurance that such permission will be
granted.

JOINT ACCOUNTS

     The Fund has requested exemptive relief from the SEC to permit the Fund and
other  funds  advised  by Janus  Capital  to  invest  in  certain  money  market
instruments  through a joint  account.  Accordingly,  the Fund may purchase such
instruments through a joint account if such relief is granted.

ADDITIONAL RISK FACTORS

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.

     The Fund may invest in companies that have relatively small revenues,  have
a small share of the market for their  products  or  services,  or have  limited
geographic or product  markets.  Small  companies may lack depth of  management,
they may be  unable  to  generate  internally  funds  necessary  for  growth  or
potential  development or to generate such funds through  external  financing on
favorable terms, 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 become subject to intense  competition from larger companies.  Securities of
small  companies held by the Fund may have limited  trading  markets that may be
subject to wide price  fluctuations.  Investments  in such  companies tend to be
more volatile and somewhat more speculative.

SPECIAL SITUATIONS

     The Fund may invest in "special  situations"  from time to time.  A special
situation  arises  when,  in the opinion of the Fund's  portfolio  manager,  the
securities of a particular issuer will be recognized and appreciate in value due
to a specific development with respect to that issuer.  Developments  creating a
special  situation  might  include,  among others,  a new product or process,  a
technological breakthrough, a management change or other extraordinary corporate
event,  or  differences  in  market  supply  of and  demand  for  the  security.
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.

FOREIGN SECURITIES

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

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

     o    Currency  Risk.  The Fund must 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 the Fund holds a foreign  security,
          its value will be affected by the value of the local currency relative
          to the U.S. dollar. When the Fund sells a foreign 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 the Fund's  assets from that
          country.

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


                                       7
<PAGE>

     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.

FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS

     The Fund 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 Fund  intends to use  derivative
instruments  primarily  to hedge the value of its  portfolio  against  potential
adverse  movements in securities  prices,  foreign  currency markets or interest
rates.  To a limited  extent,  the Fund may also use derivative  instruments for
non-hedging purposes such as increasing the Fund's income or otherwise enhancing
return. Please refer to Appendix A and the SAI for a more detailed discussion of
these instruments.

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

     o    the risk that interest rates,  securities  prices and currency markets
          will  not  move  in  the   directions   that  the  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 the Fund'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 the Fund  worse off than if it had not  entered  into the
          position.

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

HIGH-YIELD/HIGH-RISK BONDS

     High-yield/high-risk  bonds (or  "junk"  bonds) are debt  securities  rated
below  investment  grade by the primary rating  agencies  (Standard & Poor's and
Moody's). The Fund expects that its holdings of lower rated securities,  if any,
will consist  primarily of bonds rated in the highest two tiers of noninvestment
grade  securities.  

     The value of lower rated  securities  generally  is more  dependent  on the
ability of the company to meet interest and  principal  payments  (i.e.,  credit
risk) than is the case for higher  rated  securities.  Conversely,  the value of
higher rated  securities  may be more  sensitive to interest rate movements than
lower rated securities. In addition, companies issuing high-yield securities are
more vulnerable to real or perceived  economic  changes,  political  changes and
other developments  adverse to the company,  and lower rated 


                                       8
<PAGE>

securities  may  have  less  liquid   markets  than  higher  rated   securities.
Investments in companies issuing high-yield securities are considered to be more
speculative than higher quality investments.

     Please  refer  to the SAI for a  description  of  bond  rating  categories,
including the treatment of unrated  securities and securities that have received
different ratings from different agencies.

     See Appendix A for risks associated with certain other investments.

PERFORMANCE TERMS

     This section will help you understand  various terms that are commonly used
to describe the Fund's performance. You may see references to these terms in our
newsletters,   advertisements  and  in  media  articles.   Our  newsletters  and
advertisements  may  include  comparisons  of  the  Fund's  performance  to  the
performance  of other mutual funds,  mutual fund  averages or  recognized  stock
market  indices.  The  Fund  generally  measures  performance  in terms of total
return.  

     Cumulative  Total  Return  represents  the  actual  rate  of  return  on an
investment for a specified  period.  Cumulative total return is generally quoted
for more than one year (e.g.,  the life of the Fund). 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 the  Fund's
return and are not the same as actual annual results.

     THE FUND  IMPOSES NO SALES OR OTHER  CHARGES THAT WOULD AFFECT TOTAL RETURN
COMPUTATIONS. FUND 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 AN INVESTOR'S SHARES,  WHEN REDEEMED,  MAY BE WORTH
MORE OR LESS THAN THEIR ORIGINAL COST.

SHAREHOLDER'S MANUAL

     This  section will help you become  familiar  with the  different  types of
accounts you can establish with Janus.  In addition,  the  Shareholder's  Manual
explains in detail the wide array of services and features you can  establish on
your account. These services may be modified or discontinued without shareholder
approval.

HOW TO GET IN TOUCH WITH JANUS

     If you have any questions while reading this prospectus, please call one of
our Investor  Service  Representatives  at  1-800-525-3713  Monday-Friday:  7:00
a.m.-1:00  a.m.,  and  Saturday-Sunday:  10:00  a.m.-7:00  p.m.,  New York time.

MINIMUM INVESTMENTS:

To open a new account                                   $1,000
To open a new retirement account
  or UGMA/UTMA account                                  $  250
To open a new account with an Automatic
  Investment Program                                    $    0*
To add to any type of account                           $   50*

     *There is a $50 minimum monthly investment.  This minimum may be waived for
certain accounts that participate in an automatic group billing purchase program
or automatic payroll deduction program.

TYPES OF ACCOUNT OWNERSHIP

     If you are  investing  for the first time,  you will need to  establish  an
account. You can establish the following types of accounts by completing the New
Account Application included with this prospectus.

     o    Individual or Joint  Ownership.  Individual  accounts are owned by one
          person. Joint accounts have two or more owners.


                                       9
<PAGE>

     o    A Gift or Transfer to Minor (UGMA or UTMA). An UGMA/UTMA  account is a
          custodial  account managed for the benefit of a minor. To open an UGMA
          or UTMA account,  you must include the minor's Social  Security number
          on the application.

     o    Trust. An established trust can open a Fund account. The names of each
          trustee,  the name of the trust  and the date of the  trust  agreement
          must be included on the application.

     o    Business Accounts.  Corporations and partnerships may also open a Fund
          account.  The application  must be signed by an authorized  officer of
          the corporation or a general partner of the partnership.

RETIREMENT ACCOUNTS

     If you  are  eligible,  you  may set up an  account  under a  tax-sheltered
retirement plan. A retirement plan allows you to shelter your investment  income
and capital gains from current income taxes.  A contribution  to these plans may
also be tax  deductible.  Distributions  from  retirement  plans  are  generally
subject to income tax and may be subject to an additional tax if withdrawn prior
to age 591/2.

     Investors  Fiduciary  Trust  Company  ("IFTC")  serves as custodian for the
Retirement  Plans offered by the Fund. There is an annual $12 fee per account to
maintain your  retirement  account.  The maximum  annual fee is $24 per taxpayer
identification  number.  You may pay the fee by check  or have it  automatically
deducted from your account  (usually in December).  In lieu of the annual fee, a
special nonrefundable Lifetime IRA(R) Fee of $100 may be paid. This fee covers
all retirement plans that are maintained under the same taxpayer  identification
number as long as they are continuously maintained at Janus. 

     The following plans require a special  application.  For an application and
more details about our Retirement Plans, call 1-800-525-3713.

     o    Individual Retirement Account ("IRA"): An IRA allows individuals under
          the age of 701/2 with earned  income to contribute up to the lesser of
          $2,000 or 100% of  compensation  annually.  Please  refer to the Janus
          Funds IRA booklet for complete information regarding IRAs.

     o    Simplified  Employee  Pension  Plan  ("SEP"):  This plan allows  small
          business owners  (including  sole  proprietors) to make tax deductible
          contributions  for  themselves  and any  eligible  employee(s).  A SEP
          requires an IRA (a SEP-IRA) to be set up for each SEP participant.

     o    Profit Sharing or Money Purchase Pension Plan: These plans are open to
          corporations,  partnerships  and sole  proprietors  to  benefit  their
          employees and themselves.

     o    Section  403(b)(7)  Plan:  Employees of educational  organizations  or
          other  qualifying,   tax-exempt   organizations  may  be  eligible  to
          participate in a Section 403(b)(7) Plan.

HOW TO OPEN YOUR JANUS ACCOUNT

     Complete and sign the  appropriate  application.  Please be sure to provide
your Social Security or taxpayer identification number on the application.  Make
your check payable to Janus Funds. Send all items to one of following addresses:

Regular Mail                  Express or Certified Mail
- ------------                  -------------------------
Janus Funds                   Janus Funds
P.O. Box 173375               100 Fillmore Street, Suite 300
Denver, CO 80217-3375         Denver, CO 80206-4923

INVESTOR SERVICE CENTERS

     Janus Funds offers three Investor Service Centers for those individuals who
would like to conduct their  investing in person.  Our  representatives  will be
happy to assist you at any of the following locations:

100 Fillmore Street, Suite 100
Denver, CO 80206

3773 Cherry Creek North Drive, Suite 101
Denver, CO 80209

1004 Baltimore Ave., Suite 100
Kansas City, MO 64105


                                       10
<PAGE>

JANUS NO MINIMUM INITIAL INVESTMENT PROGRAM(R)

     If you participate in our popular Automatic Monthly Investment Program ($50
minimum monthly  payment),  the Fund will waive the minimum initial  investment.
The Fund reserves the right to close your account if you discontinue the program
before your account reaches the required minimum initial investment.  Please see
"Involuntary  Redemption" on page 15. For more detailed information on automatic
monthly investing, see "How to Purchase Shares."

HOW TO PURCHASE SHARES

PAYING FOR SHARES

     When you  purchase  shares,  your request will be processed at the next net
asset value ("NAV") calculated after your order is received and accepted. Please
note the following:

     o    Cash, credit cards, third party checks and credit card checks will not
          be accepted.

     o    All purchases must be made in U.S. dollars.

     o    Checks must be drawn on a U.S. bank and made payable to Janus Funds.

     o    If a check does not clear your bank,  the Fund  reserves  the right to
          cancel the purchase.

     o    If the Fund is unable to debit your  predesignated bank account on the
          day of  purchase,  it may  make  additional  attempts  or  cancel  the
          purchase.

     o    The Fund reserves the right to reject any specific purchase request.

     If your purchase is cancelled,  you will be  responsible  for any losses or
fees  imposed by your bank and losses  that may be  incurred  as a result of any
decline in the value of the cancelled purchase. The Fund (or its agents) has the
authority to redeem  shares in your  account(s)  to cover any such losses due to
fluctuations in share price. Any profit on such  cancellation will accrue to the
Fund.

     ONCE  YOU HAVE  OPENED  YOUR  JANUS  ACCOUNT,  THE  MINIMUM  AMOUNT  FOR AN
ADDITIONAL  INVESTMENT  IS $50.  You may add to your account at any time through
any of the following options:

BY MAIL

     Complete the  remittance  slip attached at the bottom of your  confirmation
statement.  If you are  making a  purchase  into a  retirement  account,  please
indicate  whether  the  purchase  is a  rollover  or a  current  or  prior  year
contribution. Send your check and remittance slip or written instructions to one
of the addresses listed previously. You may also request a booklet of remittance
slips for non-retirement accounts.

BY TELEPHONE

     This  service  allows  you  to  purchase   additional  shares  quickly  and
conveniently  through an electronic  transfer of money. When you call to make an
additional   purchase  by  telephone,   Janus  will  automatically   debit  your
predesignated  bank account for the desired  amount.  To establish the telephone
purchase option on your new account, complete the "Telephone Purchase of Shares"
section on the application and attach a "voided" check or deposit slip from your
bank account.  If your account is already  established,  call  1-800-525-3713 to
request the appropriate  form. This option will become  effective ten days after
the form is received.

BY WIRE

     Purchases  may also be made by wiring  money from your bank account to your
Janus account. Call 1-800-525-3713 to receive wiring instructions.

AUTOMATIC INVESTMENT PROGRAMS

     Automatic  investing is an easy way to systematically  add to your account.
Janus offers several  automatic  investment  programs to help investors  achieve
their financial goals as simply and conveniently as possible.


                                       11
<PAGE>

     o    Automatic Monthly Investment Program
          You select the day each  month that your money ($50  minimum)  will be
          electronically  transferred  from  your  bank  account  to  your  Fund
          account. To establish this option,  complete the "Automatic Investing"
          section on the application and attach a "voided" check or deposit slip
          from your bank account.  If your Fund account is already  established,
          call 1-800-525-3713 to request the appropriate form.

     o    Payroll Deduction
          If your employer can initiate an automatic payroll deduction,  you may
          have all or a portion of your  paycheck  invested  directly  into your
          Fund account.  To obtain information on establishing this option, call
          1-800-525-3713.

     o    Systematic Exchange
          With a  Systematic  Exchange  you  determine  the amount of money ($50
          minimum) you would like automatically exchanged from one Janus account
          to  another on any day of the month.  For more  information  on how to
          establish this option, call 1-800-525-3713.

QUICK ADDRESS AND TELEPHONE REFERENCE

Regular Mail                               Express or Certified Mail
- ------------                               -------------------------
Janus Funds                                Janus Funds
P.O. Box 173375                            100 Fillmore Street, Suite 300
Denver, CO 80217-3375                      Denver, CO 80206-4923

Janus Investor Services 1-800-525-3713     Janus QuotelineSM 1-800-525-0024
To speak to a service representative.      For automated daily quotes on fund
                                           share prices, yields and total 
                                           returns.

JETS(R) 1-800-525-6125                     Janus Literature Line 1-800-525-8983 
For 24-hour access to account and          To request a prospectus, shareholder
fund information.                          reports or marketing materials.

TDD   1-800-525-0056   
A telecommunications device for our
hearing and speech-impaired shareholders.

HOW TO EXCHANGE SHARES

     On any business  day, you may exchange all or a portion of your shares into
any other available Janus fund.

IN WRITING

     To request an exchange  in  writing,  please  follow the  instructions  for
written requests noted on page 14.

BY TELEPHONE

     All accounts are automatically  eligible for the telephone exchange option.
To exchange  shares by telephone,  call an investor  service  representative  at
1-800-525-3713  during  normal  business  hours  or call  the  Janus  Electronic
Telephone Service (JETS(R)) line at 1-800-525-6125.

BY SYSTEMATIC EXCHANGE

     As noted above, a Systematic  Exchange may be established  for as little as
$50 a month.

     Please note our exchange policies:

     o    Except for Systematic  Exchanges,  the exchange minimum is $1,000,  or
          the total account value if less than $1,000.

     o    You may make four  exchanges  out of the Fund  during a calendar  year
          (exclusive of Systematic Exchanges). There is no charge for exchanges.


                                       12
<PAGE>

     o    Exchanges  between accounts will be accepted only if the registrations
          are identical.

     o    If the shares you are  exchanging  are held in  certificate  form, you
          must return the certificate to the Fund prior to making any exchanges.

     o    Be  sure to read  the  prospectus  for the  fund  into  which  you are
          exchanging.

     o    The Fund  reserves  the right to reject any  exchange  request  and to
          modify or terminate the exchange  privilege at any time.  For example,
          the Fund may reject  exchanges  from  accounts  engaged  in  excessive
          trading (including market timing transactions) that are detrimental to
          the Fund.

     o    An  exchange  represents  the  sale of  shares  from  one fund and the
          purchase of shares of another  fund,  which may produce a taxable gain
          or loss in a non-tax deferred account.

HOW TO REDEEM SHARES

     On any business day, you may redeem all or a portion of your shares. If the
shares are held in certificate  form, the  certificate  must be returned with or
before your redemption  request.  Your transaction will be processed at the next
NAV calculated after your order is received and accepted.

     IF THE SHARES BEING REDEEMED WERE PURCHASED BY CHECK,  TELEPHONE OR THROUGH
THE AUTOMATIC MONTHLY INVESTMENT PROGRAM,  THE FUND MAY DELAY THE MAILING OF THE
REDEMPTION  CHECK  FOR UP TO 15 DAYS  FROM  THE DAY OF  PURCHASE  TO  ALLOW  THE
PURCHASE TO CLEAR. Unless you provide alternate instructions, your proceeds will
be invested in Janus Money Market Fund during the 15 day hold period.

IN WRITING

     To request a redemption  in writing,  please  follow the  instructions  for
written requests noted on page 14.

BY TELEPHONE

     Most accounts have the telephone redemption option,  unless this option was
specifically declined on the application or in writing.

     This option enables you to redeem up to $100,000 daily from your account by
simply calling 1-800-525-3713 by 4:00 p.m. New York time.

SYSTEMATIC WITHDRAWAL PLAN ("SWP")

     SWPs allow you to redeem a specific  dollar  amount from your  account on a
regular basis. For more information on SWPs or to request the appropriate  form,
please call 1-800-525-3713.

PAYMENT OF REDEMPTION PROCEEDS

     o    By Check
          Redemption  proceeds will be sent to the  shareholder(s)  of record at
          the  address of record  within  seven  days  after  receipt of a valid
          redemption request.

     o    Electronic Transfer
          If you have established this option,  your redemption proceeds will be
          electronically  transferred to your  predesignated bank account on the
          second  business  day after  receipt of your  redemption  request.  To
          establish this option, call  1-800-525-3713.  There is no fee for this
          option.

     o    By Wire
          If you are authorized for the wire redemption service, your redemption
          proceeds will be wired directly into your  designated  bank account on
          the next business day after receipt of your redemption request.  There
          is no limitation on redemptions by wire;  however,  there is an $8 fee
          for each wire and your bank may  charge an  additional  fee to receive
          the wire.  If you would like to  establish  this option on an existing
          account,  please call  1-800-525-3713 to request the appropriate form.
          Wire redemptions are not available for retirement accounts.


                                       13
<PAGE>

WRITTEN INSTRUCTIONS

     To redeem or exchange  all or part of your shares in writing,  your request
should be sent to one of the  addresses  listed on page 10 and must  include the
following information:

     o    the name of the Fund
     o    the account number
     o    the amount of money or number of shares being redeemed
     o    the name(s) on the account
     o    the signature(s) of all registered account owners
     o    your daytime telephone number

o    Signature Requirements Based on Account Type

     o    Individual,  Joint Tenants,  Tenants in Common:  Written  instructions
          must be signed by each shareholder, exactly as the names appear in the
          account registration.

     o    UGMA or UTMA: Written  instructions must be signed by the custodian in
          his/her capacity as it appears in the account registration.

     o    Sole Proprietor,  General Partner: Written instructions must be signed
          by an authorized  individual in his/her  capacity as it appears on the
          account registration.

     o    Corporation,  Association:  Written instructions must be signed by the
          person(s)  authorized to act on the account. In addition,  a certified
          copy of the corporate  resolution  authorizing the signer to act, must
          accompany the request.

     o    Trust: Written  instructions must be signed by the trustee(s).  If the
          name(s)  of the  current  trustee(s)  does not  appear in the  account
          registration,  a certificate  of incumbency  dated within 60 days must
          also be submitted.

     o    IRA: Written  instructions must be signed by the account owner. If you
          do not want federal income tax withheld from your redemption, you must
          state that you elect not to have such withholding  apply. In addition,
          your instructions must state whether the distribution is normal (after
          age 591/2) or premature (before age 591/2) and, if premature,  whether
          any  exceptions  such as death or disability  apply with regard to the
          10% additional tax on early distributions.

PRICING OF FUND SHARES

     All purchases,  redemptions and exchanges will be processed at the NAV next
calculated  after  your  request is  received  and  approved.  The Fund's NAV is
calculated  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. In order to receive a day's price,  your order must be received by 4:00
p.m. New York time.  NAV per share is  calculated by dividing the total value of
the Fund's 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. See the SAI for more detailed information.

SIGNATURE GUARANTEE

     In addition to the signature  requirements,  a signature  guarantee is also
required if any of the following is applicable:

     o    The redemption exceeds $100,000.

     o    You would  like the  check  made  payable  to  anyone  other  than the
          shareholder(s) of record.

     o    You would like the check  mailed to an address  that has been  changed
          within 10 days of the redemption request.

     o    You would like the check  mailed to an address  other than the address
          of record.

     THE FUND  RESERVES THE RIGHT TO REQUIRE A SIGNATURE  GUARANTEE  UNDER OTHER
CIRCUMSTANCES  OR TO REJECT OR DELAY A REDEMPTION ON CERTAIN LEGAL GROUNDS.  FOR
MORE INFORMATION PERTAINING TO SIGNATURE GUARANTEES, PLEASE CALL 1-800-525-3713.


                                       14
<PAGE>

HOW TO OBTAIN A SIGNATURE GUARANTEE

     A signature  guarantee  assures that a signature is genuine.  The signature
guarantee  protects  shareholders  from  unauthorized  account  transfers.   The
following financial  institutions may guarantee  signatures:  banks, savings and
loan  associations,  trust companies,  credit unions,  broker-dealers and member
firms of a national securities exchange.  Call your financial institution to see
if they have the ability to guarantee a signature. A signature guarantee may not
be provided by a notary public.

     If you live outside the United States,  a foreign bank properly  authorized
to do business in your country of residence or a U.S.  consulate  may be able to
authenticate your signature.

SHAREHOLDER SERVICES AND ACCOUNT POLICIES

JANUS ELECTRONIC TELEPHONE SERVICE (JETS(R))

     JETS, our electronic  telephone  service line, offers you 24-hour access by
TouchTone(a)  telephone  to obtain your  account  balance,  to confirm your last
transaction or dividend posted to your account,  to order  duplicate  account or
tax statements,  to reorder money market fund checks or to exchange your shares.
JETS can be  accessed  by calling  1-800-525-6125.  Calls on JETS are limited to
seven minutes.

TRANSACTIONS THROUGH PROCESSING ORGANIZATIONS

     You may purchase or sell Fund shares through a broker-dealer, bank or other
financial  institution,  or an  organization  that  provides  recordkeeping  and
consulting  services to 401(k)  plans or other  qualified  plans (a  "Processing
Organization").  Processing  Organizations may charge you a fee for this service
and may require  different  minimum initial and subsequent  investments than the
Fund. The Processing  Organization may also impose other charges or restrictions
different from those applicable to shareholders who invest in the Fund directly.
The Processing  Organization,  rather than its customers, may be the shareholder
of record of your  shares.  The Fund is not  responsible  for the failure of any
Processing  Organization to carry out its obligations to its customers.  Certain
Processing  Organizations  may receive  compensation  from Janus  Capital or its
affiliates and certain  Processing  Organizations may receive  compensation from
the Fund for shareholder recordkeeping and similar services.

TAXPAYER IDENTIFICATION NUMBER

     On the application or other  appropriate form, you will be asked to certify
that your Social Security or taxpayer  identification number is correct and that
you are not subject to backup  withholding  for failing to report  income to the
IRS.  If you are  subject to the 31% backup  withholding  or you did not certify
your taxpayer  identification,  the IRS requires the Fund to withhold 31% of any
dividends  paid and  redemption  or  exchange  proceeds.  In addition to the 31%
backup  withholding,  you may be subject to a $50 fee to reimburse  the Fund for
any penalty that the IRS may impose.

SHARE CERTIFICATES

     Most  shareholders  choose not to hold  their  shares in  certificate  form
because  account  transactions  such as  exchanges  and  redemptions  cannot  be
completed  until the  certificate  has been returned to the Fund.  The Fund will
issue share  certificates upon written request only. Share certificates will not
be  issued  until  the  shares  have  been  held for at  least  15  days.  Share
certificates  cannot be issued for  retirement  accounts.  In  addition,  if the
certificate is lost, there may be a replacement charge.

INVOLUNTARY REDEMPTION

     If your  account  balance  falls below the $1,000  minimum as a result of a
redemption or exchange or if you  discontinue the Automatic  Monthly  Investment
Program before your account  balance reaches the required  minimum,  you will be
given a 60-day  notice  to  reestablish  the  minimum  balance  or  activate  an
Automatic  Monthly  Investment  Program.  If this  requirement  is not met, your
account may be closed and the proceeds sent to you.

     The Fund  reserves  the right to close an  account  if the  shareholder  is
deemed to engage in activities which are illegal or otherwise detrimental to the
Fund.


                                       15
<PAGE>

TELEPHONE TRANSACTIONS

     You may initiate many  transactions  by telephone.  The Fund and its agents
will not be responsible for any losses resulting from unauthorized  transactions
when procedures  designed to verify the identity of the caller are followed.  

     It may be  difficult  to reach  the Fund by  telephone  during  periods  of
unusual  market  activity.  If you  are  unable  to  reach a  representative  by
telephone,  please consider sending written instructions,  stopping by a Service
Center, or in the case of exchanges, calling the JETS line.

TEMPORARY SUSPENSION OF SERVICES

     The Fund or its  agents  may,  in case of  emergency,  temporarily  suspend
telephone transactions and other shareholder services upon reasonable notice.

ADDRESS CHANGES

     To change  the  address  on your  account,  call  1-800-525-3713  or send a
written request signed by all account owners.  Include the name of the Fund, the
account  number(s),  the  name(s)  on the  account  and  both  the  old  and new
addresses.  Certain  options may be suspended  for 10 days  following an address
change unless a signature guarantee is provided.

REGISTRATION CHANGES

     To change the name on an account, the shares are generally transferred to a
new  account.  In some cases,  legal  documentation  may be  required.  For more
information call 1-800-525-3713.

STATEMENTS AND REPORTS

     The Fund will send you a  confirmation  statement  after every  transaction
that  affects  your account  balance or your  account  registration.  If you are
enrolled in our  Automatic  Monthly  Investment  Program and invest on a monthly
basis,  you will have the  option of  requesting  confirmation  statements  on a
monthly or  quarterly  basis.  Statements  will be mailed  quarterly  unless you
instruct  the Fund  otherwise.  Information  regarding  the tax status of income
dividends and capital gains  distributions  will be mailed to shareholders on or
before January 31st of each year.  Account tax information  will also be sent to
the IRS.

     Financial  reports  for the  Fund,  which  includes  a list  of the  Fund's
portfolio holdings,  will be mailed semiannually to all shareholders.  To reduce
expenses, only one copy of most financial reports will be mailed to all accounts
in the same household.  Please call  1-800-525-3713 if you would like to receive
additional reports.

MANAGEMENT OF THE FUND

TRUSTEES

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

INVESTMENT ADVISER

     Janus Capital, 100 Fillmore Street, Suite 300, Denver, Colorado 80206-4923,
is the  investment  adviser to the Fund and is  responsible  for the  day-to-day
management of its investment portfolio and other business affairs.

     Janus  Capital has served as  investment  adviser to certain  series of the
Trust since 1970 and currently serves as investment  adviser to all of the Janus
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 


                                       16
<PAGE>

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

PORTFOLIO MANAGER

     Scott W. Schoelzel is the Executive Vice President and portfolio manager of
the Fund, which he has managed since inception.  Mr. Schoelzel is Vice President
of Janus Capital,  where he has been employed  since January 1994.  From 1991 to
1993,  Mr.  Schoelzel was a portfolio  manager with Founders  Asset  Management,
Denver,  Colorado.  Prior  to  1991,  he  was a  general  partner  of  Ivy  Lane
Investments, Denver, Colorado (a real estate investment partnership). He holds a
Bachelor of Arts in Business from Colorado College.

PERSONAL INVESTING

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

BREAKDOWN OF MANAGEMENT EXPENSES AND EXPENSE LIMITS

     The Fund pays Janus  Capital a  management  fee which is accrued  daily and
paid monthly. The advisory agreement with the Fund spells out the management fee
and other  expenses that the Fund must pay. The Fund's  management  fee schedule
(expressed as an annual rate) is set out in the chart below.

Average Daily Net Assets of Fund        Annual Rate Percentage(%)
- --------------------------------        -------------------------
First $30 Million                                1.00% 
Next $270 Million                                 .75% 
Next $200 Million                                 .70% 
Over $500 Million                                 .65%

     The  actual  management  fee  paid  by the  Fund  may be  higher  than  the
management  fee paid by most other mutual  funds.  The Fund incurs  expenses not
assumed by Janus Capital,  including  transfer agent and  subcustodian  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.  Janus Capital will reduce its  management  fee to the extent that
Fund expenses exceed statutory limits imposed by state securities regulators.

PORTFOLIO TRANSACTIONS

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


                                       17
<PAGE>

OTHER SERVICE PROVIDERS

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

Domestic Custodian
Investors Fiduciary Trust Company
127 W. 10th Street
Kansas City, Missouri 64106

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

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

Distributor
Janus Distributors, Inc.
100 Fillmore Street
Denver, Colorado 80206

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

OTHER INFORMATION

ORGANIZATION

     The Trust is a "mutual fund" that was organized as a Massachusetts business
trust on February 11, 1986.  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 19 separate  series,  including the Fund.  The Trust
currently  offers  the  other  18  series  of the  Trust  pursuant  to  separate
prospectuses.

SHAREHOLDER MEETINGS

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

SIZE OF THE FUND

     The Fund has no  present  plans to limit  its size.  However,  the Fund may
discontinue sales of its shares if management  believes that continued sales may
adversely  affect the Fund's  ability to achieve its  investment  objective.  If
sales of the Fund are discontinued, it is expected that existing shareholders of
the Fund would be permitted  to continue to purchase  shares and to reinvest any
dividends or capital gains distributions, absent highly unusual circumstances.

MASTER/FEEDER OPTION

     The Trust may in the future seek to achieve the Fund's investment objective
by investing all of the Fund's assets in another  investment  company having the
same investment  objective and  substantially  the same investment  policies and
restrictions  as those  applicable  to the Fund.  It is  expected  that any such
investment  company would be managed by Janus Capital in substantially  the same
manner as the Fund. The  shareholders  of the Trust of record on April 30, 1992,
and the initial  shareholder(s)  of all series of the 


                                       18
<PAGE>

Trust  created  after April 30, 1992,  have voted to vest  authority to use this
investment structure in the sole discretion of the Trustees. No further approval
of the shareholders of the Fund is required.  You will receive at least 30 days'
prior notice of any such  investment.  Such investment would be made only if the
Trustees  determine  it to be  in  the  best  interests  of  the  Fund  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 the Fund believes that 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.

DISTRIBUTIONS AND TAXES

DISTRIBUTIONS

     THE INTERNAL  REVENUE CODE REQUIRES THE FUND TO  DISTRIBUTE  NET INCOME AND
ANY NET GAINS  REALIZED  BY ITS  INVESTMENTS  ANNUALLY.  THE FUND'S  INCOME FROM
DIVIDENDS AND INTEREST AND ANY NET REALIZED SHORT-TERM CAPITAL GAINS ARE PAID TO
SHAREHOLDERS AS DIVIDENDS. NET REALIZED LONG-TERM GAINS ARE PAID TO SHAREHOLDERS
AS CAPITAL GAINS  DISTRIBUTIONS.  DIVIDENDS AND CAPITAL GAINS  DISTRIBUTIONS ARE
DECLARED AND PAID IN DECEMBER.

HOW DISTRIBUTIONS AFFECT A FUND'S NAV

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

"BUYING A DIVIDEND"

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

DISTRIBUTION OPTIONS

     When you open an account, you must specify on your application how you want
to receive your  distributions.  You may change your distribution  option at any
time by  writing or  calling  1-800-  525-3713.  The Fund  offers the  following
options:

     1.   Reinvestment  Option.  You may  reinvest  your  income  dividends  and
          capital gains distributions to purchase additional shares. This option
          is assigned automatically if no other choice is made.

     2.   Cash Option.  You may receive your income  dividends and capital gains
          distributions in cash.

     3.   Reinvest and Cash Option. You may receive either your income dividends
          or  capital  gains  distributions  in cash and  reinvest  the other to
          purchase additional shares.

     4.   Redirect  Option.  You may direct your dividends or capital gains into
          another Janus fund.

TAXES

     As with  any  investment,  you  should  consider  the tax  consequences  of
investing in the Fund. The following  discussion  does not apply to tax-deferred
retirement  accounts,  nor  is  it  a  complete  analysis  of  the  federal  tax
implications  of  investing  in the Fund.  You may wish to consult  your own tax
adviser.  Additionally,  state  or local  taxes  may  apply to your  investment,
depending upon your residence.


                                       19
<PAGE>

TAXES ON DISTRIBUTIONS

     Dividends and  distributions by the Fund are subject to federal income tax,
regardless  of  whether  the  distribution  is made in  cash  or  reinvested  in
additional shares of the Fund. In certain states, a portion of the dividends and
distributions  (depending on the source of the Fund's income) may be exempt from
state and local taxes.  Information regarding the tax status of income dividends
and capital  gains  distributions  will be mailed to  shareholders  on or before
January 31st of each year.

TAXATION OF THE FUND

     Dividends,  interest and some capital gains received by the Fund on foreign
securities may be subject to tax withholding or other foreign taxes. Any foreign
taxes  paid by the Fund  will be  treated  as an  expense  to the Fund or passed
through to shareholders as a foreign tax credit,  depending on particular  facts
and  circumstances.  Tax conventions  between  certain  countries and the United
States may reduce or eliminate such taxes.

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


                                       20
<PAGE>

APPENDIX A

GLOSSARY OF INVESTMENTS AND INVESTMENT TECHNIQUES

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

I. EQUITY AND DEBT SECURITIES

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

     Commercial  paper is a short-term debt  obligation with a maturity  ranging
from 1 to 270  days  issued  by  banks,  corporations  and  other  borrowers  to
investors  seeking to invest idle cash. The Fund may purchase  commercial  paper
issued  under  Section 4(2) of the  Securities  Act of 1933.  Janus  Capital may
determine that such  securities are liquid under  guidelines  established by the
Trustees.

     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  bonds are securities that are rated below  investment
grade by the primary rating agencies (BB or lower by Standard & Poor's and Ba or
lower by Moody's). Other terms commonly used to describe such securities include
"lower rated bonds," "non-investment grade bonds" and "junk bonds."

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

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

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

     Repurchase  agreements involve the purchase of a security by the Fund and a
simultaneous  agreement by the seller (generally a bank or dealer) to repurchase
the security from the Fund at a specified  date or upon demand.  This  technique
offers a method of earning  income on idle cash.  These  


                                       21
<PAGE>

securities  involve  the risk  that  the  seller  will  fail to  repurchase  the
security,  as agreed.  In that case, the Fund will bear the risk of market value
fluctuations  until the security can be sold and may encounter  delays and incur
costs in liquidating the security.

     Reverse repurchase agreements involve the sale of a security by the Fund to
another  party  (generally a bank or dealer) in return for cash and an agreement
by the  Fund to buy the  security  back at a  specified  price  and  time.  This
technique  will be used to provide cash to satisfy  unusually  heavy  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.   Janus  Capital  may  determine  that  such
securities are liquid pursuant to procedures adopted by the Trustees.

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

     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.

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

     When-issued,  delayed delivery and forward  transactions  generally involve
the purchase of a security  with payment and delivery at some time in the future
- - i.e.,  beyond  normal  settlement.  The Fund  does not earn  interest  on such
securities until  settlement and bears the risk of market value  fluctuations in
between  the  purchase  and  settlement  dates.  New issues of stocks and bonds,
private  placements  and U.S.  government  securities are typically sold in this
manner.  

     Zero coupon bonds are debt  securities  that do not pay interest at regular
intervals,  but  are  issued  at  a  discount  from  face  value.  The  discount
approximates the total amount of interest the security will accrue from the date
of issuance to maturity.  Strips are debt  securities that are stripped of their
interest (usually by a financial  intermediary) after the securities are issued.
The market value of these  securities  generally  fluctuates more in response to
changes  in  interest  rates  than  interest-paying   securities  of  comparable
maturity.

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

     Forward  contracts are contracts to purchase or sell a specified  amount of
property for an agreed upon price at a specified time. Forward contracts are not
currently  exchange traded and are typically  negotiated on an individual basis.
The Fund 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.  It may
also enter into  forward  contracts  to  purchase  or sell  securities  or other
financial  indices.  

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

     Indexed/structured  securities  are typically  short- to  intermediate-term
debt  securities  whose  value  at  maturity  or  interest  rate  is  linked  to
currencies,  interest rates,  equity  securities,  indices,  commodity prices or
other  financial  indicators.  Such  securities  may be positively or negatively
indexed  (i.e.,  their 


                                       22
<PAGE>

value  may  increase  or  decrease  if  the   reference   index  or   instrument
appreciates).  Indexed/structured  securities  may have  return  characteristics
similar to direct  investments  in the  underlying  instruments  and may be more
volatile than the underlying  instruments.  The Fund bears the market risk of an
investment  in the  underlying  instruments,  as well as the credit  risk of the
issuer.  

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

     Options are the right,  but not the obligation,  to buy or sell a specified
amount  of  securities  or  other  assets  on  or  before  a  fixed  date  at  a
predetermined  price.  The Fund may  purchase  and write put and call options on
securities, securities indices and foreign currencies.


                                       23



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