JANUS INVESTMENT FUND
485APOS, 1995-12-20
Previous: ENERGEN CORP, DEF 14A, 1995-12-20
Next: GEICO CORP, 8-K, 1995-12-20




                                                        Registration No. 2-34393

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

         Pre-Effective Amendment No.                                /__/

   
         Post-Effective Amendment No.   71                          /X/
    

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
         OF 1940

   
         Amendment No.   54                                         /X/
    

                        (Check appropriate box or boxes.)

JANUS INVESTMENT FUND
(Exact Name of Registrant as Specified in Charter)

100 Fillmore Street, Denver, Colorado 80206-4923
Address of Principal Executive Offices           (Zip Code)

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

David C. Tucker  - 100 Fillmore Street, Denver, Colorado 80206-4923
(Name and Address of Agent for Service)

   
Approximate Date of Proposed Offering:  February 18, 1996

It is proposed that this filing will become effective (check appropriate line):
          immediately upon filing pursuant to paragraph (b) of Rule 485.
          on (date) pursuant to paragraph (b) of Rule 485.
   X      60 days after filing pursuant to paragraph (a)(1) of Rule 485.
          on (date) pursuant to paragraph (a)(1) of Rule 485.
          75 days after filing pursuant to paragraph (a)(2) of Rule 485.
          on (date) pursuant to paragraph (a)(2) of Rule 485.
    

If appropriate, check the following line:

          this  post-effective  amendment  designates a new effective date for a
          previously filed post-effective amendment.

Registrant has registered an indefinite number of shares of beneficial  interest
under the  Securities  Act of 1933  pursuant to Rule  24f-2(a)  and filed a Rule
24f-2 Notice on November 17, 1995,  for the fiscal year ended  October 31, 1995,
with respect to all of its series in existence as of October 31, 1995.


<PAGE>

                              JANUS INVESTMENT FUND
       

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


FORM N-1A ITEM                               CAPTION IN PROSPECTUS

PART A

1.  Cover Page                               Cover Page

   
2.  Synopsis                                 Cover Page; Fund(s) at a Glance (in
                                             Combined  and Venture  Prospectuses
                                             only); Expense Information

3.  Condensed Financial                      Financial Highlights; Understanding
                                             the      Information      Financial
                                             Highlights  (not  included in Money
                                             Market   Funds   -    Institutional
                                             Prospectus);  Performance Terms (in
                                             Combined  and Venture  Prospectuses
                                             only);  Performance  (Money  Market
                                             Funds Prospectuses only)

4.  General Description of                   Fund(s)  at a Glance  (in  Combined
                                             and Venture Registrant Prospectuses
                                             only);  The  Fund(s)  in Detail (in
                                             Combined  and Venture  Prospectuses
                                             only);    Investment    Objectives,
                                             Policies  and  Techniques;  General
                                             Portfolio Policies; Additional Risk
                                             Factors  (not   included  in  Money
                                             Market     Funds     Prospectuses);
                                             Appendix A - Glossary of Investment
                                             Terms    (Combined    and   Venture
                                             Prospectuses  only);  Appendix  B -
                                             Explanation  of  Rating  Categories
                                             (Combined Prospectus only)

5.  Management of the Fund                   Management of the Fund(s) (Combined
                                             and  Venture   Prospectuses  only);
                                             Investment        Adviser       and
                                             Administrator  (Money  Market Funds
                                             Prospectuses only)
    


<PAGE>

   
6.  Capital Stock and Other                  Distributions and Taxes; 
    Securities                               Shareholder's Manual; Shareholder's
                                             Guide   (Money   Market   Funds   -
                                             Institutional   Shares   Prospectus
                                             only)

7.  Purchase of Securities Being             Shareholder's Manual; Shareholder's
    Offered                                  Guide   (Money   Market   Funds   -
                                             Institutional   Shares   Prospectus
                                             only)

8.  Redemption or Repurchase                 Shareholder's Manual; Shareholder's
                                             Guide   (Money   Market   Funds   -
                                             Institutional   Shares   Prospectus
                                             only)
    

9.  Pending Legal Proceedings                Not Applicable


<PAGE>

FORM N-1A ITEM                               CAPTION IN STATEMENT OF
                                             ADDITIONAL INFORMATION
PART B


10.  Cover Page                              Cover Page

11.  Table of Contents                       Table of Contents

   
12.  General Information and                 Miscellaneous Information
     History

13.  Investment Objectives and               Investment Policies, Restrictions
     Policies                                and   Techniques;   Appendix   A  -
                                             Description  of Securities  Ratings
                                             (Money  Market Funds  Statements of
                                             Additional    Information    only);
                                             Appendix   B   -   Description   of
                                             Municipal  Securities (Money Market
                                             Funds   Statements   of  Additional
                                             Information   only);   Appendix   A
                                             Explanation  of  Rating  Categories
                                             (Venture  Statement  of  Additional
                                             Information only)

14.  Management of the Fund                  Investment  Adviser  (Combined  and
                                             Venture  Statements  of  Additional
                                             Information    only);    Investment
                                             Adviser  and  Administrator  (Money
                                             Market    Funds    Statements    of
                                             Additional    Information    only);
                                             Officers and Trustees
    

15.  Control Persons and Principal           Not Applicable
     Holders of Securities

   
16.  Investment Advisory and                 Investment Adviser (Combined and
     Other Services                          Venture  Statements  of  Additional
                                             Information    only);    Investment
                                             Adviser  and  Administrator  (Money
                                             Market    Funds    Statements    of
                                             Additional    Information    only);
                                             Custodian,   Transfer   Agent   and
                                             Certain   Affiliations;   Portfolio
                                             Transactions     and     Brokerage;
                                             Officers       and        Trustees;
                                             Miscellaneous Information
    

17.  Brokerage Allocation and                Portfolio Transactions and
     Other Practices                         Brokerage

18.  Capital Stock and Other                 Purchase of Shares; Redemption of
     Securities                              Shares; Miscellaneous Information


<PAGE>

19.  Purchase, Redemption and                Purchase of Shares; Redemption of
     Pricing of Securities Being             Shares; Shareholder Accounts
     Offered

   
20.  Tax Status                              Income  Dividends,   Capital  Gains
                                             Distributions    and   Tax   Status
                                             (Combined and Venture Statements of
                                             Additional    Information    only);
                                             Dividends  and  Tax  Status  (Money
                                             Market    Funds    Statements    of
                                             Additional Information only)
    

21.  Underwriters                            Custodian,   Transfer   Agent   and
                                             Certain Affiliations

   
22.  Calculation of Performance              Performance Information (Combined
     Data                                    and    Venture     Statements    of
                                             Additional    Information    only);
                                             Performance   Data  (Money   Market
                                             Funds   Statements   of  Additional
                                             Information only)
    

23.  Financial Statements                    Not Applicable


<PAGE>


CONTENTS

FUNDS AT A GLANCE
Brief description of each Fund ............................................    1
EXPENSE INFORMATION
Each Fund's annual operating expenses .....................................    3
Financial Highlights-a summary of financial data ..........................    4
THE FUNDS IN DETAIL
The Funds' Investment Objectives and Policies .............................    8
General Portfolio Policies ................................................   13
Additional Risk Factors ...................................................   14
SHAREHOLDER'S MANUAL
Types of Account Ownership ................................................   16
How to Open an Account ....................................................   17
   
Minimum Investment Policies ...............................................   17
    
How to Purchase Shares ....................................................   17
How to Exchange Shares ....................................................   18
How to Redeem Shares ......................................................   18
     SHAREHOLDER SERVICES AND ACCOUNT POLICIES
   
JETS(R) ...................................................................   20
    
Transactions Through Processing Organizations .............................   20
   
Taxpayer Identification Number ............................................   20
    
Share Certificates ........................................................   20
Involuntary Redemptions ...................................................   20
Telephone Transactions ....................................................   20
Making Changes to Your Account ............................................   20
Statements and Reports ....................................................   20
MANAGEMENT OF THE FUNDS
   
Investment Adviser and Investment Personnel ...............................   21
    
Management Expenses .......................................................   22
Portfolio Transactions ....................................................   22
Other Service Providers ...................................................   22
Other Information .........................................................   23
DISTRIBUTIONS AND TAXES
   
Distributions .............................................................   24
Taxes .....................................................................   25
    
PERFORMANCE TERMS
An Explanation of Performance Terms .......................................   25
APPENDIX A
Glossary of Investment Terms ..............................................   26
APPENDIX B
Explanation of Rating Categories ..........................................   29


                                     [LOGO]

                             JANUS INVESTMENT FUND

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

                               February 18, 1996
    



A FAMILY OF NO-LOAD MUTUAL FUNDS

   
All Janus Funds are no-load  investments.  This means you may  purchase and sell
shares in any of our mutual funds without  incurring any sales  charges.  If you
enroll in our low minimum initial investment program,  you can open your account
for as little as $500 and a $100 subsequent purchase per month.  Otherwise,  the
minimum  initial  investment  is  $2,500.  For  complete  information  on how to
purchase,  exchange  and  sell  shares,  please  see  the  Shareholder's  Manual
beginning on page 16.

This  Prospectus  describes  12  mutual  funds  with  a  variety  of  investment
objectives,  including  growth of capital,  current  income and a combination of
growth and income (the "Funds").  Janus Capital  Corporation  ("Janus  Capital")
serves  as  investment  adviser  to each  Fund.  Janus  Capital  has been in the
investment  advisory  business for over 25 years and currently manages more than
$30 billion in assets.
    

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

   
Additional information about the Funds is contained in a Statement of Additional
Information  ("SAI")  filed with the SEC. The SAI dated  February  18, 1996,  is
incorporated by reference into this Prospectus.  For a copy of the SAI, write or
call the Funds 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.


                                                 JANUS FUNDS COMBINED PROSPECTUS

<PAGE>

FUNDS AT A GLANCE

This  section is designed to provide you with a brief  overview of the Funds and
their investment  emphasis.  A more detailed discussion of the Funds' investment
objectives  and  policies  begins on page 8 and complete  information  on how to
purchase, redeem and exchange shares begins on pages 17-18.

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

GROWTH FUNDS

JANUS FUND

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

Fund Inception: February 1970

Fund Manager: James P. Craig, III

   
JANUS TWENTY FUND

Fund Focus:  A  nondiversified  fund that seeks  long-term  growth of capital by
normally  concentrating  its  investments  in a core  position  of 20-30  common
stocks.

Fund Inception: April 1985

Fund Manager: Thomas F. Marsico
    

JANUS ENTERPRISE FUND

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

Fund Inception: September 1992

Fund Manager: James P. Goff

JANUS MERCURY FUND

Fund Focus:  A  nondiversified  fund that seeks  long-term  growth of capital by
investing primarily in common stocks of companies of any size.

Fund Inception: May 1993

Fund Manager: Warren B. Lammert

JANUS WORLDWIDE FUND

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

Fund Inception: May 1991

Fund Manager: Helen Young Hayes

JANUS OVERSEAS FUND

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

Fund Inception: May 1994

Fund Manager: Helen Young Hayes

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

COMBINATION FUNDS

JANUS GROWTH AND INCOME FUND

   
Fund Focus:  A diversified  fund that seeks  long-term  growth of capital with a
limited emphasis on income. Although the Fund invests at least 25% of its assets
in  securities  selected  primarily  for their income  potential,  it emphasizes
equity securities selected for their growth potential.
    

Fund Inception: May 1991

Fund Manager: Thomas F. Marsico

JANUS BALANCED FUND

   
Fund Focus: A diversified fund that seeks long-term growth of capital,  balanced
by current income.  The Fund normally invests 40-60% of its assets in securities
selected  primarily  for their  growth  potential  and  40-60% of its  assets in
securities selected primarily for their income potential.
    

Fund Inception: September 1992

Fund Manager: Blaine P. Rollins

FIXED-INCOME FUNDS

JANUS FLEXIBLE INCOME FUND

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

Fund Inception: July 1987

Fund Manager: Ronald V. Speaker

JANUS INTERMEDIATE GOVERNMENT SECURITIES FUND

Fund  Focus:  A  diversified  fund  that  seeks a high  level  of  income  while
minimizing  credit  risk by  investing  primarily  in  obligations  of the  U.S.
government and its agencies.  Its average-weighted  maturity is normally greater
than three years and less than ten years.

Fund Inception: July 1991

   
Fund Manager: Sandy R. Rufenacht
    

JANUS SHORT-TERM BOND FUND

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

Fund Inception: September 1992

   
Fund Manager: Sandy R. Rufenacht
    

JANUS FEDERAL TAX-EXEMPT FUND

Fund Focus: A diversified  fund that seeks a high level of current income exempt
from  federal  income tax by  normally  investing  at least 80% of its assets in
municipal obligations.

Fund Inception: May 1993

   
Fund Manager: Darrell W. Watters


JANUS FUNDS COMBINED PROSPECTUS                                FEBRUARY 18, 1996
    

                                       1
<PAGE>

JANUS SPECTRUM

The spectrum  below shows Janus  Capital's  assessment of the potential  overall
risk of the Janus  Funds  relative  to one  another  and  should  not be used to
compare  the Funds to other  mutual  funds or other  types of  investments.  The
spectrum was determined  based on a number of factors such as selected  historic
volatility  measurements,  the types of  securities in which the Funds intend to
invest, the degree of diversification  intended and/or permitted,  and the sizes
of the Funds and, in  addition,  was  significantly  affected  by the  portfolio
managers'  investment  styles.  These factors were  considered as of the date of
this prospectus and will be reassessed with each new prospectus.  Specific risks
of certain types of instruments in which some of the Funds may invest, including
foreign  securities,  junk  bonds and  derivative  instruments  such as  futures
contracts and options,  are described under  "Additional  Risk Factors" on pages
14-15. The spectrum is not indicative of the future volatility or performance of
a Fund and  relative  positions  of Funds  within the spectrum may change in the
future.

   
[SPECTRUM CHART]

The spectrum  illustrates the potential overall risk of the Janus funds relative
to one another.  The funds' risk ranges from  conservative  to  aggressive.  The
Growth Funds are illustrated as follows: Janus Fund is shown as moderate;  Janus
Twenty  Fund  is  shown  as  aggressive;  Janus  Enterprise  Fund  is  shown  as
aggressive;  Janus Mercury Fund is shown as aggressive;  Janus Worldwide Fund is
shown  as  moderate-aggressive;  Janus  Venture  Fund,  which is  closed  to new
investors and offered by a separate prospectus and Janus Overseas Fund are shown
as  moderate-aggressive  (but more aggressive than Janus  Worldwide  Fund);  and
Janus Olympus Fund,  which will not commence  operations until December 29, 1995
and is offered by a separate prospectus, is shown as aggressive. The Combination
Funds are  illustrated  as  follows:  Janus  Growth and Income  Fund is shown as
moderate-aggressive   and  Janus  Balanced  Fund  is  shown  as  moderate.   The
Fixed-Income Funds are illustrated as follows: Janus High-Yield Fund, which will
not  commence  operations  until  December 29, 1995 and is offered by a separate
prospectus, is shown as moderate-aggressive; Janus Flexible-Income Fund is shown
as   conservative-moderate;   Janus   Federal   Tax-Exempt   Fund  is  shown  as
conservative-moderate  (but more  conservative than Janus Flexible Income Fund);
Janus Intermediate Government Securities Fund is shown as  conservative-moderate
(but  more  conservative   than  Janus  Federal   Tax-Exempt  Fund);  and  Janus
Intermediate Government Securities Fund is shown as  conservative-moderate  (but
more conservative than Janus Federal Tax-Exempt Fund); and Janus Short-Term Bond
Fund is shown as conservative.


JANUS FUNDS COMBINED PROSPECTUS                                FEBRUARY 18, 1996
    

                                       2
<PAGE>

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  Funds.  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 each  Fund's  assets  and  include  fees for  portfolio  management,
maintenance of shareholder accounts, shareholder servicing, accounting and other
services.

SHAREHOLDER TRANSACTION EXPENSES (applicable to each Fund)

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

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

   
**   You may be charged a $5 transaction fee for excessive  exchanges.  See "How
     to Exchange Shares" on page 18.
    

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

WHY DO  EXPENSES  VARY ACROSS THE FUNDS?  EXPENSES  VARY FOR A NUMBER OF REASONS
INCLUDING  DIFFERENCES IN MANAGEMENT FEES, AVERAGE SHAREHOLDER ACCOUNT SIZE, THE
FREQUENCY  OF DIVIDEND  PAYMENTS,  AND THE EXTENT OF FOREIGN  INVESTMENTS  WHICH
ENTAIL GREATER TRANSACTION COSTS.

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

<TABLE>
<CAPTION>
                                                       Management Fee    Other Expenses   Total Fund Operating Expenses
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>              <C>                      <C>  
   
Janus Fund                                                  0.65%            0.22%                    0.87%
Janus Twenty Fund                                           0.67%            0.33%                    1.00%
Janus Enterprise Fund                                       0.75%            0.51%                    1.26%
Janus Mercury Fund                                          0.69%            0.45%                    1.14%
Janus Worldwide Fund                                        0.68%            0.56%                    1.24%
Janus Overseas Fund                                         0.85%            0.91%                    1.76%
Janus Growth and Income Fund                                0.74%            0.45%                    1.19%
Janus Balanced Fund                                         0.82%            0.53%                    1.35%
Janus Flexible Income Fund                                  0.62%            0.34%                    0.96%
Janus Intermediate Government Securities Fund(2)             --              0.65%                    0.65%
Janus Short-Term Bond Fund(2)                               0.08%            0.58%                    0.66%
Janus Federal Tax-Exempt Fund(2)                             --              0.70%                    0.70%
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
    

EXAMPLE(1)

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

<TABLE>
<CAPTION>
                                                      1 Year   3 Years   5 Years   10 Years
- -------------------------------------------------------------------------------------------
<S>                                                    <C>       <C>       <C>       <C> 
   
Janus Fund                                             $  9      $ 28      $ 48      $107
Janus Twenty Fund                                      $ 10      $ 32      $ 55      $122
Janus Enterprise Fund                                  $ 13      $ 40      $ 69      $152
Janus Mercury Fund                                     $ 11      $ 36      $ 62      $136
Janus Worldwide Fund                                   $ 13      $ 39      $ 68      $150
Janus Overseas Fund                                    $ 18      $ 55      $ 95      $207
Janus Growth and Income Fund                           $ 12      $ 38      $ 65      $144
Janus Balanced Fund                                    $ 14      $ 43      $ 74      $162
Janus Flexible Income Fund                             $ 10      $ 31      $ 53      $118
Janus Intermediate Government Securities Fund(2)       $  7      $ 21      $ 36      $ 81
Janus Short-Term Bond Fund(2)                          $  7      $ 21      $ 37      $ 82
Janus Federal Tax-Exempt Fund(2)                       $  7      $ 22      $ 39      $ 87
- -------------------------------------------------------------------------------------------
</TABLE>

(1)  The  information in the table and example above is based on expenses before
     expense offset  arrangements  for the fiscal period ended October 31, 1995.
     When  applicable,  all expenses and  estimates  are stated net of voluntary
     waivers by Janus Capital.  Waivers are first applied against the management
     fee and then against other expenses.
(2)  Net of voluntary waivers.  Without such waivers,  the Management Fee, Other
     Expenses and Total Fund Operating Expenses would have been 0.50%, 0.72% and
     1.22%,  respectively,  for Janus Intermediate  Government  Securities Fund;
     0.65%, 0.58% and 1.23% for Janus Short-Term Bond Fund; and 0.60%, 0.71% and
     1.31%, respectively, for Janus Federal Tax-Exempt Fund.
    

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


   
JANUS FUNDS COMBINED PROSPECTUS                                FEBRUARY 18, 1996
    

                                       3
<PAGE>

FINANCIAL HIGHLIGHTS

Unless otherwise  noted,  the information  below is for fiscal periods ending on
October 31 of each year. The accounting firm of Price Waterhouse LLP has audited
the Funds' financial  statements since October 1, 1990. Their report is included
in the Funds' Annual Report,  which is  incorporated  by reference into the SAI.
The Funds' financial statements for fiscal periods prior to October 1, 1990 were
audited by other  independent  accountants whose reports are not included in the
Annual Report.  Expense and income ratios and portfolio turnover rates have been
annualized for periods of less than one year.  Total returns for periods of less
than  one year are not  annualized.  A  DETAILED  EXPLANATION  OF THE  FINANCIAL
HIGHLIGHTS CAN BE FOUND ON PAGE 7.

<TABLE>
<CAPTION>
   
                                                                                       Janus Fund
                                                                 1995              1994            1993          1992  
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>              <C>              <C>           <C>   
 1. Net asset value, beginning of period                      $ 19.62           $ 20.81         $ 18.86       $ 18.27  
    Income from investment operations:
 2. Net investment income                                        0.16              0.17            0.26          0.23  
 3. Net gains or (losses) on securities 
    (both realized and unrealized)                               3.99             (0.03)           2.88          1.46  
 4. Total from investment operations                             4.15              0.14            3.14          1.69  
    Less distributions:
 5. Dividends (from net investment income)                       (.01)            (0.39)(1)       (0.29)        (0.19) 
 6. Distributions (from capital gains)                           (.39)            (0.94)          (0.90)        (0.91) 
 7. Total distributions                                          (.40)            (1.33)          (1.19)        (1.10) 
 8. Net asset value, end of period                            $ 23.37           $ 19.62         $ 20.81       $ 18.86  
 9. Total return                                                21.62%             0.75%          17.41%         9.35% 
10. Net assets, end of period (in millions)                   $11,963           $ 9,647         $ 9,098       $ 4,989  
11. Ratio of expenses to average net assets                      0.87%(2)          0.91%           0.92%         0.97% 
12. Ratio of net investment income to average net assets         1.25%             1.12%           1.55%         1.54% 
13. Portfolio turnover rate                                       118%              139%            127%          153% 
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
    

<TABLE>
<CAPTION>
                                                                                              Janus Fund
                                                                 1991          1990         1989        1988        1987        1986
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>          <C>          <C>         <C>         <C>         <C> 
 1. Net asset value, beginning of period                      $ 13.25       $ 16.36       $12.11      $12.39      $14.77      $13.42
    Income from investment operations:
 2. Net investment income                                        0.25          0.25        0.22        0.60        0.19        0.42
 3. Net gains or (losses) on securities 
    (both realized and unrealized)                               5.09         (0.67)       4.59        1.05        0.30        2.20
 4. Total from investment operations                             5.34         (0.42)       4.81        1.65        0.49        2.62
    Less distributions:
 5. Dividends (from net investment income)                      (0.31)        (0.19)      (0.56)      (0.32)      (0.38)      (0.47)
 6. Distributions (from capital gains)                          (0.01)        (2.50)       --         (1.61)      (2.49)      (0.80)
 7. Total distributions                                         (0.32)        (2.69)      (0.56)      (1.93)      (2.87)      (1.27)
 8. Net asset value, end of period                            $ 18.27       $ 13.25       $16.36      $12.11      $12.39      $14.77
 9. Total return                                                40.95%        (3.68%)     41.67%      15.83%       4.14%      20.66%
10. Net assets, end of period (in millions)                   $ 2,598       $ 1,049       $ 673       $ 391       $ 387       $ 474
11. Ratio of expenses to average net assets                      0.98%         1.02%       0.92%       0.98%       1.01%       1.00%
12. Ratio of net investment income to average net assets         1.77%         2.11%       1.68%       4.99%       1.55%       2.82%
13. Portfolio turnover rate                                       132%          307%        205%        175%        214%        254%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Distribution in excess of financial statement income of $0.02.

   
(2)  The Fund's  expenses may be reduced  through the use of broker  commissions
     and uninvested cash balances  earning  interest with the Fund's  custodian.
     The expense ratio for the fiscal  period ended  October 31, 1995,  does not
     reflect expense reductions, which reduced the expense ratio to 0.86%.
    

<TABLE>
   
<CAPTION>
                                                                                     Janus Twenty Fund
                                                              1995             1994          1993          1992(1)      1992(2)  
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>             <C>            <C>           <C>          <C>      
 1. Net asset value, beginning of period                   $ 24.24          $ 25.85       $ 22.75       $ 22.17      $ 18.88     
    Income from investment operations:
 2. Net investment income                                      .01             0.16          0.17          0.09         0.11     
 3. Net gains or (losses) on securities
    (both realized and unrealized)                            5.94            (1.07)         3.31          0.49         3.62     
 4. Total from investment operations                          5.95            (0.91)         3.48          0.58         3.73     
    Less distributions:
 5. Dividends (from net investment income)                    (.07)           (0.25)        (0.18)         --          (0.02)    
 6. Distributions (from capital gains)                        --              (0.45)        (0.20)         --          (0.42)    
 7. Total distributions                                       (.07)           (0.70)        (0.38)         --          (0.44)    
 8. Net asset value, end of period                         $ 30.12          $ 24.24       $ 25.85       $ 22.75      $ 22.17     
 9. Total return                                             24.67%           (3.52%)       15.39%         2.62%       19.60%    
10. Net assets, end of period (in millions)                $ 2,996          $ 2,743       $ 3,749       $ 2,434      $ 2,081     
11. Ratio of expenses to average net assets                   1.00%(3)         1.02%         1.05%         1.12%        1.01%    
12. Ratio of net investment income to average net assets      0.62%            0.57%         0.87%         1.27%        1.08%    
13. Portfolio turnover rate                                    147%             102%           99%           79%          83%    
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    

<TABLE>
   
<CAPTION>
                                                                                     Janus Twenty Fund
                                                             1991(2)     1990(2)    1989(2)      1988(2)     1987(2)     1986(2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>         <C>         <C>        <C>          <C>         <C> 
 1. Net asset value, beginning of period                   $16.01      $13.05      $9.66       $13.69      $14.27      $11.57
    Income from investment operations:
 2. Net investment income                                   0.16        0.05        0.46        0.42        0.30        0.19
 3. Net gains or (losses) on securities
    (both realized and unrealized)                          2.90        3.35        3.73       (2.86)       0.74        3.05
 4. Total from investment operations                        3.06        3.40        4.19       (2.44)       1.04        3.24
    Less distributions:
 5. Dividends (from net investment income)                 (0.19)      (0.02)      (0.80)      (0.41)      (0.25)      (0.23)
 6. Distributions (from capital gains)                      --         (0.42)       --         (1.18)      (1.37)      (0.31)
 7. Total distributions                                    (0.19)      (0.44)      (0.80)      (1.59)      (1.62)      (0.54)
 8. Net asset value, end of period                         $18.88      $16.01      $13.05      $9.66       $13.69      $14.27
 9. Total return                                           19.43%      26.36%      45.89%      (17.13%)     8.66%      29.06%
10. Net assets, end of period (in millions)                $ 556       $ 175       $  20       $  13       $  19       $  10
11. Ratio of expenses to average net assets                 1.07%       1.32%       1.88%       1.70%       1.79%       2.00%
12. Ratio of net investment income to average net assets    1.30%       1.28%       0.68%       3.35%       2.98%       3.55%
13. Portfolio turnover rate                                  163%        228%        220%        317%        202%        152%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Fiscal period from June 1, 1992 to October 31, 1992.
(2)  Fiscal year ended on May 31st of each year.
(3)  The Fund's  expenses may be reduced  through the use of broker  commissions
     and uninvested cash balances  earning  interest with the Fund's  custodian.
     The expense ratio for the fiscal  period ended  October 31, 1995,  does not
     reflect expense reductions, which reduced the expense ratio to 0.99%.


JANUS FUNDS COMBINED PROSPECTUS                                FEBRUARY 18, 1996
    

                                       4
<PAGE>

<TABLE>
<CAPTION>
   
                                                                     Janus                                        Janus
                                                                   Enterprise                                    Mercury
                                                                      Fund                                         Fund
                                                  1995           1994        1993        1992(1)     1995         1994       1993(2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>            <C>         <C>         <C>         <C>          <C>        <C> 
 1. Net asset value, beginning of period        $24.43         $21.87      $17.09      $15.00     $ 14.12       $11.70     $10.00
    Income from investment operations:
 2. Net investment income (loss)                  0.52          (0.06)       0.04        --          0.16         0.02      (0.01)
 3. Net gains or (losses) on securities
    (both realized and unrealized)                3.09           3.18        4.76        2.09        3.37         2.40       1.71
 4. Total from investment operations              3.61           3.12        4.80        2.09        3.53         2.42       1.70
    Less distributions:
 5. Dividends (from net investment income)       (0.52)         (0.02)      (0.02)       --         (0.16)        --         --
 6. Distributions (from capital gains)           (0.38)         (0.54)       --          --         (0.11)        --         --
 7. Total distributions                          (0.90)         (0.56)      (0.02)       --         (0.27)        --         --
 8. Net asset value, end of period              $27.14         $24.43      $21.87      $17.09     $ 17.38       $14.12     $11.70
 9. Total return                                 15.46%         14.56%      28.09%      13.93%      25.53%       20.68%     17.00%
10. Net assets, end of period (in millions)     $  459         $  370      $  239      $    8     $ 1,521       $  596     $  113
11. Ratio of expenses to average net assets       1.26%(3)       1.25%       1.36%       2.50%       1.14%(3)     1.33%      1.75%
12. Ratio of net investment income to average 
    net assets                                    0.02%         (0.32%)      0.14%      (0.81%)      0.50%        0.25%     (0.40%)
13. Portfolio turnover rate                        194%           193%        201%         53%        201%         283%       151%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    

(1)  Fiscal period from September 1, 1992 (inception) to October 31, 1992.
(2)  Fiscal period from May 3, 1993 (inception) to October 31, 1993.

   
(3)  The Fund's  expenses may be reduced  through the use of broker  commissions
     and uninvested cash balances  earning  interest with the Fund's  custodian.
     The expense ratio for the fiscal  period ended  October 31, 1995,  does not
     reflect  expense  reductions,  which reduce the expense  ratio to 1.23% for
     Janus Enterprise Fund and 1.12% for Janus Mercury Fund.
    



<TABLE>
<CAPTION>
   
                                                                                 Janus                                  Janus
                                                                               Worldwide                              Overseas
                                                                                 Fund                                   Fund
                                                   1995             1994         1993        1992        1991(1)   1995      1994(2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>              <C>         <C>         <C>         <C>       <C>         <C> 
 1. Net asset value, beginning of period        $ 27.00          $ 24.16       $18.95      $17.45      $15.00    $10.36      $10.00
    Income from investment operations:
 2. Net investment income (loss)                   0.81             0.15        0.14        0.16        --        0.12       (0.02)
 3. Net gains or (losses) on securities
    (both realized and unrealized)                 1.39             3.34        5.29        1.39        2.45      1.10        0.38
 4. Total from investment operations               2.20             3.49        5.43        1.55        2.45      1.22        0.36
    Less distributions:
 5. Dividends (from net investment income)        (0.54)           (0.27)      (0.22)       --          --        --          --
 6. Distributions (from capital gains)            (1.01)           (0.38)       --         (0.05)       --        --          --
 7. Total distributions                           (1.55)           (0.65)      (0.22)      (0.05)       --        --          --
 8. Net asset value, end of period              $ 27.65          $ 27.00       $24.16      $18.95      $17.45    $11.58      $10.36
 9. Total return                                   8.89%           14.76%      28.79%       9.20%      16.00%    11.78%       3.60%
10. Net assets, end of period (in millions)     $ 1,804          $ 1,587       $ 755       $ 161       $  18     $ 111       $  64
11. Ratio of expenses to average net assets        1.24%(3)         1.12%       1.32%       1.73%       2.50%     1.76%(3)    2.16%
12. Ratio of net investment income to average
    net assets                                     0.99%            0.42%       0.92%       1.74%       0.02%     0.36%      (0.64%)
13. Portfolio turnover rate                         142%             158%        124%        147%         40%      188%        181%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    

(1)  Fiscal period from May 15, 1991 (inception) to October 31, 1991.
(2)  Fiscal period from May 2, 1994 (inception) to October 31, 1994.

   
(3)  The Fund's  expenses may be reduced  through the use of broker  commissions
     and uninvested cash balances  earning  interest with the Fund's  custodian.
     The expense ratio for the fiscal  period ended  October 31, 1995,  does not
     reflect  expense  reductions,  which reduced the expense ratio to 1.23% for
     Janus Worldwide Fund and 1.73% for Janus Overseas Fund.


JANUS FUNDS COMBINED PROSPECTUS                                FEBRUARY 18, 1996
    

                                       5
<PAGE>


<TABLE>
<CAPTION>
   
                                                            Janus Growth and Income Fund
                                                  1995           1994        1993        1992        1991(1) 
- ------------------------------------------------------------------------------------------------------------
<S>                                               <C>           <C>          <C>         <C>        <C>      
 1. Net asset value, beginning of period        $14.69         $15.24      $12.95      $12.13      $10.00    
    Income from investment operations:
 2. Net investment income                         0.11           0.19        0.14        0.17       0.02     
 3. Net gains or (losses) on securities
    (both realized and unrealized)                3.43          (0.31)       2.29        0.80       2.13     
 4. Total from investment operations              3.54          (0.12)       2.43        0.97       2.15     
    Less distributions:
 5. Dividends (from net investment income)       (0.10)         (0.10)      (0.14)      (0.15)     (0.02)    
 6. Distributions (from capital gains)            --            (0.33)       --          --         --       
 7. Total distributions                          (0.10)         (0.43)      (0.14)      (0.15)     (0.02)    
 8. Net asset value, end of period              $18.13         $14.69      $15.24      $12.95      $12.13    
 9. Total return                                 24.20%         (0.76%)     18.81%       7.98%     21.50%    
10. Net assets, end of period (in millions)     $  583         $  490      $  519      $  244      $  56     
11. Ratio of expenses to average net assets       1.19%(3)       1.22%       1.28%       1.52%      2.33%    
12. Ratio of net investment income to average
    net assets                                    1.11%          1.26%       1.13%       1.61%      0.76%    
13. Portfolio turnover rate                        195%           123%        138%        120%        14%    
- ------------------------------------------------------------------------------------------------------------
</TABLE>
    

<TABLE>
<CAPTION>
   
                                                                 Janus Balanced Fund
                                                    1995           1994        1993        1992(2)
- --------------------------------------------------------------------------------------------------
<S>                                                 <C>           <C>          <C>         <C> 
 1. Net asset value, beginning of period          $12.17         $12.23      $10.64      $10.00
    Income from investment operations:
 2. Net investment income                           0.61           0.27        0.19        --
 3. Net gains or (losses) on securities
    (both realized and unrealized)                  1.52          (0.09)       1.56        0.64
 4. Total from investment operations                2.13           0.18        1.75        0.64
    Less distributions:
 5. Dividends (from net investment income)         (0.58)         (0.24)      (0.16)       --
 6. Distributions (from capital gains)              --             --          --          --
 7. Total distributions                            (0.58)         (0.24)      (0.16)       --
 8. Net asset value, end of period                $13.72         $12.17      $12.23      $10.64
 9. Total return                                   18.20%          1.51%      16.54%       6.40%
10. Net assets, end of period (in millions)       $  125         $   94      $   73      $    2
11. Ratio of expenses to average net assets         1.35%(3)       1.42%       1.70%       2.50%
12. Ratio of net investment income to average
    net assets                                      2.52%          2.28%       2.15%      (0.12%)
13. Portfolio turnover rate                          185%           167%        131%        130%
- --------------------------------------------------------------------------------------------------
</TABLE>
    

(1)  Fiscal period from May 15, 1991 (inception) to October 31, 1991.
(2)  Fiscal period from September 1, 1992 (inception) to October 31, 1992.

   
(3)  The Fund's  expenses may be reduced  through use of broker  commissions and
     uninvested cash balances  earning interest with the Fund's  custodian.  The
     expense  ratio for the fiscal  period  ended  October  31,  1995,  does not
     reflect  expense  reductions,  which reduced the expense ratio to 1.17% for
     Janus Growth and Income Fund and 1.32% for Janus Balanced Fund.
    



<TABLE>
<CAPTION>
   
                                                                 Janus Flexible Income Fund
                                                  1995           1994        1993           1992(1)       1991(2)    
- -----------------------------------------------------------------------------------------------------------------
<S>                                               <C>           <C>          <C>            <C>           <C>        
 1. Net asset value, beginning of period        $ 8.96         $10.03      $ 9.26         $ 9.09         $8.01       
    Income from investment operations:
 2. Net investment income                         0.72           0.74        0.77           0.68          0.68       
 3. Net gains or (losses) on securities
    (both realized and unrealized)                0.59          (0.86)       0.79           0.15          1.29       
 4. Total from investment operations              1.31          (0.12)       1.56           0.83          1.97       
    Less distributions:
 5. Dividends (from net investment income)       (0.72)         (0.72)      (0.77)         (0.66)        (0.72)      
 6. Distributions (from capital gains)            --            (0.23)      (0.02)          --           (0.17)      
 7. Total distributions                          (0.72)         (0.95)      (0.79)         (0.66)        (0.89)      
 8. Net asset value, end of period              $ 9.55         $ 8.96      $10.03         $ 9.26         $9.09       
 9. Total return                                 15.35%         (1.26%)     17.48%          9.43%        25.98%      
10. Net assets, end of period (in millions)     $  580         $  377      $  473         $  205         $  72       
11. Ratio of expenses to average net assets       0.96%(5)       0.93%       1.00%(4)       1.00%(4)      1.00%(4)   
12. Ratio of net investment income to average
    net assets                                    7.91%          7.75%       7.96%          8.98%         9.38%      
13. Portfolio turnover rate                        250%           137%        201%           210%           88%      
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
    

<TABLE>
<CAPTION>
                                                               Janus Flexible Income Fund
                                                    1990(2)       1989(2)       1988(2)        1987(3)
- ------------------------------------------------------------------------------------------------------
<S>                                                <C>           <C>            <C>           <C>   
 1. Net asset value, beginning of period           $9.35         $9.99         $9.92         $10.00
    Income from investment operations:
 2. Net investment income                           0.95          0.97          0.92           0.40
 3. Net gains or (losses) on securities
    (both realized and unrealized)                 (1.38)        (0.56)         0.09          (0.07)
 4. Total from investment operations               (0.43)         0.41          1.01           0.33
    Less distributions:
 5. Dividends (from net investment income)         (0.91)        (0.97)        (0.92)          (.40)
 6. Distributions (from capital gains)              --           (0.08)        (0.02)          (.01)
 7. Total distributions                            (0.91)        (1.05)        (0.94)         (0.41)
 8. Net asset value, end of period                 $8.01         $9.35         $9.99         $ 9.92
 9. Total return                                   (4.62%)        4.12%        10.70%          3.40%
10. Net assets, end of period (in millions)        $  14         $  18         $  10         $    4
11. Ratio of expenses to average net assets         1.00%(4)      1.00%(4)      1.00%(4)       1.00%(4)
12. Ratio of net investment income to average
    net assets                                     11.24%        10.00%         9.32%          8.52%
13. Portfolio turnover rate                           96%           75%           76%           130%
- ------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Fiscal period from January 1, 1992 to October 31, 1992.
(2)  Fiscal year ended on December 31st of each year.
(3)  Fiscal period from July 2, 1987 (inception) to December 31, 1987.
(4)  The ratio of  expenses  to average  net assets was 1.01% in 1993,  1.21% in
     1992 and 1.74% in 1991 before  voluntary  waiver of certain Fund  expenses.
     The ratio was 2% in prior years.

   
(5)  The Fund's  expenses may be reduced  through the use of broker  commissions
     and uninvested cash balances  earning  interest with the Fund's  custodian.
     The expense ratio for the fiscal  period ended  October 31, 1995,  does not
     reflect  expense  reductions,  which had a de minimis effect on the expense
     ratio (less than 0.01%).


JANUS FUNDS COMBINED PROSPECTUS                                FEBRUARY 18, 1996
    

                                       6
<PAGE>

<TABLE>
<CAPTION>
   
                                                                                     Janus
                                                                           Intermediate Government
                                                                                Securities Fund
                                                    1995             1994           1993             1992(1)         1991(2)     
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>             <C>            <C>               <C>             <C>         
 1. Net asset value, beginning of period           $4.81            $5.16          $5.36            $5.35          $ 5.00        
    Income from investment operations:           
 2. Net investment income                           0.30             0.25           0.22             0.22            0.13        
 3. Net gains or (losses) on securities          
    (both realized and unrealized)                  0.17            (0.35)         (0.09)            0.01            0.35        
 4. Total from investment operations                0.47            (0.10)          0.13             0.23            0.48        
    Less distributions:                          
 5. Dividends (from net investment income)         (0.30)           (0.25)         (0.22)           (0.22)          (0.13)       
 6. Distributions (from capital gains)              --               --            (0.11)            --              --          
 7. Total distributions                            (0.30)           (0.25)         (0.33)           (0.22)          (0.13)       
 8. Net asset value, end of period                 $4.98            $4.81          $5.16            $5.36          $ 5.35        
 9. Total return                                   10.19%           (1.89%)         2.68%            4.48%           9.74%       
10. Net assets, end of period (in millions)        $  38            $  37          $  65            $  70          $   15        
11. Ratio of expenses to average net assets         0.65%(5,9)       0.65%(5)       0.91%(5,8)       1.00%(5)        1.00%(5)    
12. Ratio of net investment income to average    
    net assets                                      6.24%            4.97%          4.27%            4.95%           5.93%       
13. Portfolio turnover rate                          252%             304%           371%             270%              0%       
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
    

<TABLE>
<CAPTION>
   
                                                                                  Janus       
                                                                                Short-Term    
                                                                                Bond Fund     
                                                       1995             1994           1993             1992(3)    
- ---------------------------------------------------------------------------------------------------------------
<S>                                                   <C>              <C>             <C>             <C>         
 1. Net asset value, beginning of period              $2.87            $3.02          $2.98            $3.00       
    Income from investment operations:           
 2. Net investment income                              0.18             0.18           0.14             0.01       
 3. Net gains or (losses) on securities          
    (both realized and unrealized)                    (0.03)           (0.15)          0.04            (0.02)      
 4. Total from investment operations                   0.15             0.03           0.18            (0.01)      
    Less distributions:                          
 5. Dividends (from net investment income)            (0.18)           (0.17)         (0.14)           (0.01)      
 6. Distributions (from capital gains)                 --              (0.01)          --               --         
 7. Total distributions                               (0.18)           (0.18)         (0.14)           (0.01)      
 8. Net asset value, end of period                    $2.84            $2.87          $3.02            $2.98       
 9. Total return                                       5.55%            1.26%          6.17%           (0.19%)     
10. Net assets, end of period (in millions)           $  46            $  54          $  76            $   3       
11. Ratio of expenses to average net assets            0.66%(6,9)       0.65%(6)       0.83%(6,8)       1.00%(6)   
12. Ratio of net investment income to average    
    net assets                                         6.67%            6.08%          4.86%            3.22%      
13. Portfolio turnover rate                             337%             346%           372%               7%      
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
    

<TABLE>
<CAPTION>
   
                                                                        Janus                
                                                                     Federal Tax-           
                                                                     Exempt Fund            
                                                        1995             1994           1993(4)
- -------------------------------------------------------------------------------------------------
<S>                                                     <C>             <C>             <C> 
 1. Net asset value, beginning of period               $6.45            $7.30          $7.00
    Income from investment operations:           
 2. Net investment income                               0.36             0.36           0.14
 3. Net gains or (losses) on securities          
    (both realized and unrealized)                      0.43            (0.83)          0.30
 4. Total from investment operations                    0.79            (0.47)          0.44
    Less distributions:                          
 5. Dividends (from net investment income)             (0.36)           (0.36)         (0.14)
 6. Distributions (from capital gains)                  --              (0.02)          --
 7. Total distributions                                (0.36)           (0.38)         (0.14)
 8. Net asset value, end of period                     $6.88            $6.45          $7.30
 9. Total return                                       12.60%           (6.62%)         6.33%
10. Net assets, end of period (in millions)            $  33            $  26          $  27
11. Ratio of expenses to average net assets             0.70%(7,9)       0.65%(7)       0.75%(7,8)
12. Ratio of net investment income to average    
    net assets                                          5.43%            5.20%          4.58%
13. Portfolio turnover rate                              164%             160%           124%
- -------------------------------------------------------------------------------------------------
</TABLE>

(1)  Fiscal period from January 1, 1992 to October 31, 1992.
(2)  Fiscal period from July 26, 1991 (inception) to December 31, 1991.
(3)  Fiscal period from September 1, 1992 (inception) to October 31, 1992.
(4)  Fiscal period from May 3, 1993 (inception) to October 31, 1993.
(5)  The ratio of  expenses  to average  net assets was 1.22% in 1995,  1.15% in
     1994,  1.09% in 1993,  1.32% in 1992  and  1.39% in 1991  before  voluntary
     waiver of certain Fund expenses.
(6)  The ratio of  expenses  to average  net assets was 1.23% in 1995,  1.15% in
     1994,  1.40% in 1993 and 2.50% in 1992 before  voluntary  waiver of certain
     Fund expenses.
(7)  The ratio of  expenses  to average  net assets was 1.31% in 1995,  1.41% in
     1994 and 1.60% in 1993 before voluntary waiver of certain Fund expenses.
(8)  The ratio of expenses to average net assets  reflects  the Fund's  previous
     expense  limit of 1.00%.  This  limit was  reduced  to .65% as of August 1,
     1993.
(9)  Expense  ratios for the fiscal year ended  October 31, 1995, do not reflect
     expense reductions from interest earned on invested cash balances held with
     the Funds'  custodian,  which  reduced  the  expense  ratio of each Fund to
     0.65%.
    


UNDERSTANDING THE FINANCIAL HIGHLIGHTS

This  section  is  designed  to  help  you  better  understand  the  information
summarized in the Financial  Highlights  tables.  The tables  contain  important
historical  operating  information  that may be useful in making your investment
decision or understanding  how your investment has performed.  The Funds' Annual
Report contains additional information about each Fund's performance,  including
a  comparison  to an  appropriate  securities  index.  For a copy of the  Annual
Report, call 1-800-525-8983.

Net asset value ("NAV") is the value of a single share of a Fund. It is computed
by adding the value of all of a Fund's investments and other assets, subtracting
any liabilities and dividing the result by the number of shares outstanding. The
difference  between  line  1 and  line  8 in  the  Financial  Highlights  tables
represents  the change in value of a Fund's shares over the fiscal  period,  but
not its total return.

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

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

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

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

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

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


   
JANUS FUNDS COMBINED PROSPECTUS                                FEBRUARY 18, 1996
    

                                       7
<PAGE>

THE FUNDS IN DETAIL

   
To help you decide  which Fund is  appropriate  for you,  this  section  takes a
closer look at the Funds' investment objectives,  policies and the securities in
which they invest. Please carefully review the "Additional Risk Factors" section
of this Prospectus for a more detailed  discussion of the risks  associated with
certain investment techniques,  as well as the risk spectrum on page 2. Appendix
A contains a more detailed  description of investment terms used throughout this
Prospectus.  You should  carefully  consider  your own  investment  goals,  time
horizon and risk tolerance before investing in a Fund.
    

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

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

A SHAREHOLDER'S INVESTMENT HORIZON IS THE AMOUNT OF TIME YOU SHOULD PLAN TO HOLD
YOUR  INVESTMENT  IN A FUND TO MAXIMIZE THE  POTENTIAL  FOR REALIZING THE FUND'S
OBJECTIVE.

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

THE JANUS GROWTH FUNDS ARE DESIGNED FOR  LONG-TERM  INVESTORS WHO SEEK GROWTH OF
CAPITAL ONLY AND WHO CAN TOLERATE THE GREATER RISKS ASSOCIATED WITH COMMON STOCK
INVESTMENTS.

GROWTH FUNDS

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

JANUS FUND

The investment objective of this Fund is long-term growth of capital in a manner
consistent  with the  preservation  of capital.  It is a  diversified  fund that
pursues its  objective by  investing in common  stocks of companies of any size.
Janus Fund was first  offered to the  public in 1970 and has the  largest  asset
base of the Funds.  This Fund  generally  invests in  larger,  more  established
issuers.

   
JANUS TWENTY FUND

The investment  objective of this Fund is long-term  growth of capital.  It is a
nondiversified  fund that pursues its  objective by normally  concentrating  its
investments in a core position of 20-30 common stocks.
    

JANUS ENTERPRISE FUND

   
The investment  objective of this Fund is long-term  growth of capital.  It is a
nondiversified fund that pursues its investment  objective by normally investing
at  least  50% of  its  equity  assets  in  securities  issued  by  medium-sized
companies.  Medium-sized  companies are those whose market  capitalizations fall
within the range of companies in the S&P MidCap 400 Index (the "MidCap  Index").
Companies whose capitalization falls outside this range after the Fund's initial
purchase  continue to be  considered  medium-sized  companies for the purpose of
this policy.  As of December 31, 1995, the MidCap Index included  companies with
capitalizations  between  approximately  ____________.  The range of the  MidCap
Index is expected to change on a regular basis. Subject to the above policy, the
Fund may also invest in smaller or larger issuers.
    

JANUS MERCURY FUND

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

JANUS WORLDWIDE FUND

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

JANUS OVERSEAS FUND

The investment  objective of this Fund is long-term  growth of capital.  It is a
diversified  fund that pursues its objective  primarily  through  investments in
common stocks of issuers  located  outside the United  States.  The Fund has the
flexibility to invest on a worldwide basis in companies and other  organizations
of any  size,  regardless  of  country  of  organization  or place of  principal
business activity. The Fund normally invests at least 65% of its total assets in
securities  of issuers from at least five  different  countries,  excluding  the
United  States.  Although  the Fund intends to invest  substantially  all of its
assets in issuers located  outside the United States,  it may at times invest in
U.S.  issuers  and it may at times  invest  all of its assets in fewer than five
countries or even a single country.

   
TYPES OF INVESTMENTS
    

Each of the Growth  Funds  invests  primarily  in common  stocks of foreign  and
domestic  companies.  However,  the percentage of each Fund's assets invested in
common stocks will vary and each Fund may at times hold substantial positions in
cash  equivalents  or  interest  bearing  securities.   See  "General  Portfolio
Policies" on page 13. Each Fund may invest to a lesser  degree in other types of
securities including preferred stock, warrants,  convertible securities and debt
securities when its portfolio manager perceives an


   
JANUS FUNDS COMBINED PROSPECTUS                                FEBRUARY 18, 1996
    

                                       8
<PAGE>

   
opportunity  for capital  growth from such  securities or to receive a return on
idle  cash.  Debt and  other  income-producing  securities  that the  Funds  may
purchase  include those  described with respect to Janus Flexible Income Fund on
pages 11-12,  except that the Growth Funds' investments in  high-yield/high-risk
bonds  will not  exceed  35% of net assets  and  investments  in  mortgage-  and
asset-backed securities will not exceed 25% of assets.
    

Although  Janus  Worldwide Fund and Janus Overseas Fund are committed to foreign
investing,  all of the Growth Funds may invest  without limit in foreign  equity
and debt  securities.  The Funds  may  invest  directly  in  foreign  securities
denominated in a foreign  currency and not publicly traded in the United States.
Other ways of investing in foreign  securities  include  depositary  receipts or
shares, and passive foreign investment  companies.  Each of the Growth Funds may
use futures, options and other derivatives for hedging purposes or as a means of
enhancing return.  See "Additional Risk Factors" on pages 14-15 for a discussion
of the risks associated with foreign investing and derivatives.

Some securities that the Funds purchase may be issued on a when-issued,  delayed
delivery or forward commitment basis.

THE FOLLOWING QUESTIONS ARE DESIGNED TO HELP YOU BETTER UNDERSTAND AN INVESTMENT
IN THE JANUS GROWTH FUNDS.

HOW ARE COMMON STOCKS SELECTED?

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

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

ARE THE SAME CRITERIA USED TO SELECT FOREIGN STOCKS?

   
Generally,   yes.   Portfolio  managers  seek  companies  with  earnings  growth
potential,  regardless of country of organization or place of principal business
activity.  Foreign securities are generally  selected on a stock-by-stock  basis
without regard to any defined allocation among countries or geographic  regions.
However,  certain  factors  such as  expected  levels of  inflation,  government
policies   influencing   business   conditions,   the   outlook   for   currency
relationships,  and prospects for economic  growth among  countries,  regions or
geographic areas may warrant greater  consideration in selecting foreign stocks.
See "Additional Risk Factors" on pages 14-15.
    

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

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 pages 14-15.

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

WHAT IS MEANT BY "MARKET CAPITALIZATION"?

   
Market capitalization is the most commonly used measure of the size and value of
a company.  It is computed by multiplying the current market price of a share of
the  company's  stock by the total  number of its shares  outstanding.  As noted
previously,  market capitalization is an important investment criteria for Janus
Enterprise  Fund.  Although the other Growth Funds offered by this Prospectus do
not emphasize  companies of any particular  size, Funds with a larger asset base
(e.g.,  Janus  Fund)  are more  likely to invest  in  larger,  more  established
issuers. Janus Venture Fund, which is closed to new investors and is not offered
by this  Prospectus,  emphasizes  small-sized  companies  (companies with market
capitalizations  of less than $1 billion or annual  gross  revenues of less than
$500 million).
    

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

HOW DOES A DIVERSIFIED FUND DIFFER FROM A NONDIVERSIFIED FUND?

   
Diversification  is a means of reducing  risk by investing a Fund's  assets in a
broad  range of  stocks or other  securities.  A  "nondiversified"  fund has the
ability to take larger  positions  in a smaller  number of issuers.  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. Janus Twenty Fund, Janus Enterprise Fund and
Janus Mercury Fund are nondiversified funds. See the risk spectrum on page 2 and
"General Portfolio Policies" on page 13.
    

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

HOW DO THE GROWTH FUNDS TRY TO REDUCE RISK?

Diversification  of a Fund's assets  reduces the effect of any single holding on
its overall  portfolio  value.  A Fund may also use  futures,  options and other
derivative  instruments  to protect its portfolio  from  movements in securities
prices  and  interest  rates.  The Funds may use a variety of  currency  hedging
techniques,  including forward currency contracts,  to manage exchange rate risk
when investing  directly in foreign  markets.  See "Additional  Risk Factors" on
pages  14-15.  In  addition,  to the  extent  that a Fund  holds a  larger  cash
position, it may not participate in market declines to the same extent as if the
Fund remained more fully invested in common stocks.


   
JANUS FUNDS COMBINED PROSPECTUS                                FEBRUARY 18, 1996
    

                                       9
<PAGE>

THE JANUS COMBINATION FUNDS ARE DESIGNED FOR INVESTORS WHO PRIMARILY SEEK GROWTH
OF CAPITAL WITH A DEGREE OF EMPHASIS ON INCOME. THESE FUNDS ARE NOT DESIGNED FOR
INVESTORS WHO DESIRE A CONSISTENT LEVEL OF INCOME.

COMBINATION FUNDS

Investment Objective: ............... Growth of Capital; Some Emphasis on Income
Primary Holdings: ................ Common Stocks and Income-Producing Securities
Shareholder's Investment Horizon: .................................... Long-Term

JANUS GROWTH AND INCOME FUND

The  investment  objective of this Fund is long-term  capital growth and current
income. It is a diversified fund that, under normal  circumstances,  pursues its
objective  by investing  up to 75% of its assets in equity  securities  selected
primarily  for  their  growth  potential  and at  least  25% of  its  assets  in
securities  selected  primarily  for their income  potential.  The Fund normally
emphasizes the growth component.  However, in unusual  circumstances,  this Fund
may reduce the growth component of its portfolio to 25% of its assets.

JANUS BALANCED FUND

   
The investment  objective of this Fund is long-term  capital growth,  consistent
with preservation of capital and balanced by current income. It is a diversified
fund that, under normal circumstances, pursues its objective by investing 40-60%
of its assets in securities  selected  primarily for their growth  potential and
40-60%  of  its  assets  in  securities  selected  primarily  for  their  income
potential. This Fund normally invests at least 25% of its assets in fixed-income
senior securities, which include debt securities and preferred stocks.

TYPES OF INVESTMENTS

The  Combination  Funds  may  invest  in the  types  of  investments  previously
described  under  "Growth  Funds" on pages 8-9. The Funds may also invest in the
types of income-producing securities described on pages 11-12 for Janus Flexible
Income Fund except that their  investments  in junk bonds will not exceed 35% of
net assets and  investments in mortgage- and  asset-backed  securities  will not
exceed 25% of assets.
    

THE FOLLOWING QUESTIONS ARE DESIGNED TO HELP YOU BETTER UNDERSTAND AN INVESTMENT
IN THE JANUS COMBINATION FUNDS.

HOW  ARE  ASSETS  ALLOCATED  BETWEEN  THE  GROWTH  AND  INCOME  COMPONENT  OF  A
COMBINATION FUND'S PORTFOLIO?  

The  Combination  Funds may invest in a combination of common stocks,  preferred
stocks,   convertible   securities,   debt  securities  and  other  fixed-income
securities.  A Combination  Fund may shift assets  between the growth and income
components  of its  portfolio  based  on its  portfolio  manager's  analysis  of
relevant  market,  financial  and economic  conditions.  If a portfolio  manager
believes that growth securities will provide better returns than the yields then
available or expected on income-producing  securities, then that Fund will place
a greater emphasis on the growth component.

WHAT TYPES OF SECURITIES MAKE UP THE GROWTH COMPONENT OF THE COMBINATION FUNDS?

The growth component of the Combination  Funds is expected to consist  primarily
of common stocks. The selection criteria for common stocks are described on page
9.  Because  income is a part of the  investment  objective  of the  Combination
Funds, a portfolio  manager may consider  dividend-paying  characteristics  to a
greater degree in selecting  equity  securities for these Funds. The Combination
Funds  may also find  opportunities  for  capital  growth  from debt  securities
because of anticipated  changes in interest  rates,  credit  standing,  currency
relationships or other factors.

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

WHAT TYPES OF SECURITIES MAKE UP THE INCOME COMPONENT OF THE COMBINATION FUNDS?

The  income  component  of each  Combination  Fund may  consist  of all types of
income-producing  securities,  including  common stocks  selected  primarily for
their dividend payments,  preferred stocks, convertible securities and all types
of debt  securities.  Income-producing  securities  are used to  produce  a more
consistent  total return than a portfolio  manager may attain through  investing
solely in growth  stocks.  However,  the  Combination  Funds are not designed to
produce a consistent level of income.

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

HOW DO THE COMBINATION FUNDS DIFFER FROM EACH OTHER?

   
Janus Growth and Income Fund places a greater emphasis on the growth  objective.
Because it generally  invests more heavily in growth stocks than Janus  Balanced
Fund, its share price can be expected to fluctuate more. Janus Growth and Income
Fund  has   historically   derived  a  greater   portion  of  its  income   from
dividend-paying  common  stocks,  while Janus Balanced Fund invests to a greater
degree in debt securities and preferred stock.


JANUS FUNDS COMBINED PROSPECTUS                                FEBRUARY 18, 1996
    

                                       10
<PAGE>

THE JANUS FIXED-INCOME FUNDS ARE DESIGNED FOR THOSE INVESTORS WHO PRIMARILY SEEK
CURRENT INCOME.

FIXED-INCOME FUNDS

Investment Objective:
  Janus Flexible Income Fund ....................................   Total Return
Others ................................................................   Income
Primary Holdings: ................................   Income-Producing Securities
Shareholder's Investment Horizon:
  Janus Short-Term Bond Fund .....................   Short- to Intermediate-Term
Others ............................................   Intermediate- to Long-Term

JANUS FLEXIBLE INCOME FUND

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

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

Janus  Flexible  Income  Fund may invest  without  limit in foreign  securities,
including those of corporate and government issuers. The Fund may invest without
limit in  high-yield/high-risk  bonds and may have substantial  holdings of such
securities.  The risks of foreign  securities and high-yield bonds are described
under "Additional Risk Factors" on pages 14-15.

JANUS INTERMEDIATE GOVERNMENT SECURITIES FUND

The  investment  objective  of this  Fund is to seek as high a level of  current
income as is  consistent  with  preservation  of capital.  This Fund pursues its
objective by investing  primarily in obligations of the U.S.  government and its
agencies and instrumentalities.  Because of this emphasis,  capital appreciation
is not a significant investment consideration. This Fund may invest up to 20% of
its net assets in commercial paper of U.S. issuers rated in the highest category
by  a   nationally   recognized   statistical   rating   agency.   Under  normal
circumstances, it is expected that this Fund's dollar-weighted average portfolio
maturity will be greater than three years and less than ten years.

JANUS SHORT-TERM BOND FUND

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

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

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

JANUS  FEDERAL  TAX-EXEMPT  FUND IS  DESIGNED  FOR  INVESTORS  WHO SEEK A HIGHER
AFTER-TAX YIELD THAN COMPARABLE INVESTING IN TAXABLE SECURITIES.

JANUS FEDERAL TAX-EXEMPT FUND

The  investment  objective  of this  Fund is to seek as high a level of  current
income exempt from federal  income tax as is  consistent  with  preservation  of
capital.  This Fund pursues its  objective  by investing  primarily in municipal
obligations  of any maturity  whose  interest is exempt from federal income tax.
Because of this emphasis,  capital appreciation is not a significant  investment
consideration.  However, to the extent that capital gains are realized, they are
subject to federal income tax. As a fundamental  policy, this Fund will normally
invest at least 80% of its net assets in  securities  whose  interest  is exempt
from federal income tax, including the federal alternative minimum tax.

Municipal  securities in which the Fund may invest  include  general  obligation
bonds, revenue bonds, industrial development bonds, municipal lease obligations,
certificates of  participation  (not to exceed 10% of assets),  inverse floaters
(not to exceed 5% of assets),  instruments with demand  features,  tender option
bonds and standby commitments.

At  times,  this Fund may  invest  more  than 25% of its  assets  in  tax-exempt
securities  that  are  related  in such a way  that an  economic,  business,  or
political  development or change  affecting one security could similarly  affect
the other securities;  for example,  securities whose issuers are located in the
same state,  or  securities  whose  interest is derived from revenues of similar
type  projects.  The Fund may invest  more than 25% of its assets in  industrial
development bonds.


   
JANUS FUNDS COMBINED PROSPECTUS                                FEBRUARY 18, 1996
    

                                       11
<PAGE>

   
TYPES OF INVESTMENTS
    

Subject to the specific  investment  policies of each Fund discussed  above, the
Fixed-Income  Funds may also invest in  mortgage-  and  asset-backed  securities
(unlimited for Janus Flexible Income Fund and up to 25% of assets for the others
Funds);   zero   coupon   bonds   (up  to  10%  of   assets   for  each   Fund);
high-yield/high-risk  bonds (up to 35% of net assets for Janus  Short-Term  Bond
Fund and Janus Federal  Tax-Exempt  Fund;  unlimited for Janus  Flexible  Income
Fund);  securities  purchased  on a  when-issued,  delayed  delivery  or forward
commitment basis; and indexed/structured  securities. In addition, each Fund may
use futures,  options and other  derivatives  for hedging  purposes or for other
purposes,  such as enhancing  return.  See  "Additional  Risk  Factors" on pages
14-15. When its portfolio  manager is unable to locate investment  opportunities
with favorable  risk/reward  characteristics,  the cash position of any Fund may
increase and the Fund may have  substantial  holdings of cash or cash equivalent
short-term obligations. See "General Portfolio Policies" on page 13.

THE FOLLOWING QUESTIONS ARE DESIGNED TO HELP YOU BETTER UNDERSTAND AN INVESTMENT
IN THE JANUS FIXED-INCOME FUNDS.

HOW DO INTEREST RATES AFFECT THE VALUE OF MY INVESTMENT?

   
A  fundamental  risk  associated  with any fund  that  invests  in  fixed-income
securities  (e.g, a bond fund) is the risk that the value of the  securities  it
holds will rise or fall as interest  rates  change.  Generally,  a  fixed-income
security will  increase in value when interest  rates fall and decrease in value
when interest rates rise. Longer-term securities are generally more sensitive to
interest rate changes than  shorter-term  securities,  but they generally  offer
higher yields to compensate  investors for the  associated  risks. A bond fund's
average-weighted  maturity  and its  duration  are  measures of how the fund may
react to interest rate changes.
    

WHAT IS MEANT BY A 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 a 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 a Fund with each
maturity  "weighted"   according  to  the  percentage  of  net  assets  that  it
represents.

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

WHAT IS MEANT BY A 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,  a Fund's  duration  is  usually  shorter  than its  average
maturity.

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

HOW DO THE FIXED-INCOME FUNDS MANAGE INTEREST RATE RISK?

Each Fixed-Income Fund may vary the  average-weighted  maturity of its portfolio
to reflect its  portfolio  manager's  analysis of interest rate trends and other
factors.  A 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 Funds may also use futures,  options
and other  derivatives  to manage  interest  rate  risk.  See  "Additional  Risk
Factors" on pages 14-15.

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

WHAT IS MEANT BY "CREDIT QUALITY"?

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

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

HOW IS CREDIT QUALITY MEASURED?

   
Ratings published by nationally  recognized  statistical rating agencies such as
Standard & Poor's Ratings Services  ("Standard & Poor's") and Moody's  Investors
Service, Inc. ("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 ARE THE TAX ADVANTAGES OF INVESTING IN JANUS FEDERAL TAX-EXEMPT FUND?

   
Most regular  income  dividends you receive from Janus Federal  Tax-Exempt  Fund
generally  will not be subject to federal income tax.  Additionally,  your state
may not tax the portion of this Fund's income derived from obligations issued by
your state (if any).  Capital gains distributed by this Fund are taxable to you.
See "Distributions" and "Taxes" on pages 24-25. The higher your income tax level
is, the more you will benefit from tax exempt investing.
    

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

HOW DO THE FIXED-INCOME FUNDS DIFFER FROM EACH OTHER?

The chart on page 13 shows that the Fixed-Income  Funds differ  substantially in
terms of the type,  credit  quality and average  maturity of the  securities  in
which they invest.


   
JANUS FUNDS COMBINED PROSPECTUS                                FEBRUARY 18, 1996
    

                                       12
<PAGE>

                              Primary                              Interest Rate
                              Investment Type     Credit Risk      Risk
- --------------------------------------------------------------------------------
Janus Flexible Income Fund    Corporate Bonds     High             High
- --------------------------------------------------------------------------------
Janus Intermediate            U.S. Government
  Gov't Securities Fund       Securities          Low              Moderate
- --------------------------------------------------------------------------------
Janus Short-Term Bond Fund    Corporate Bonds     Moderate         Low
- --------------------------------------------------------------------------------
Janus Federal                 Municipal
  Tax-Exempt Fund             Securities          Moderate         High
- --------------------------------------------------------------------------------

GENERAL PORTFOLIO POLICIES

   
Unless otherwise  stated,  each of the following  policies applies to all of the
Funds.  The percentage  limitations  included in these policies and elsewhere in
this Prospectus apply at the time of purchase of the security. For example, if a
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.
    

CASH POSITION

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

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

DIVERSIFICATION

   
The  Investment  Company  Act of 1940 (the  "1940  Act")  classifies  investment
companies as either  diversified  or  nondiversified.  All of the Funds  (except
Janus Twenty Fund,  Janus  Enterprise  Fund and Janus  Mercury  Fund) qualify as
diversified  funds under the 1940 Act.  The Funds are  subject to the  following
diversification requirements:
    

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

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

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

INDUSTRY CONCENTRATION

As a fundamental  policy,  no Fund will invest more than 25% of its total assets
in any  particular  industry.  This  policy  does not  apply to U.S.  government
securities and municipal obligations issued by governments or their subdivisions
because  the  issuers  of  those  securities  are not  considered  a part of any
industry.

PORTFOLIO TURNOVER

Each 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,  changes
in interest rates or the credit standing of an issuer,  or by reason of economic
or  other  developments  not  foreseen  at the  time of the  initial  investment
decision.  Changes are made in a 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,  a  Fund  may  purchase  securities  in  anticipation  of
relatively  short-term  price  gains.  A Fund may also  sell  one  security  and
simultaneously  purchase the same or  comparable  security to take  advantage of
short-term   differentials  in  bond  yields  or  securities  prices.  Increased
portfolio turnover may result in higher costs for brokerage commissions,  dealer
mark-ups  and other  transaction  costs and may also  result in taxable  capital
gains. Certain tax rules may restrict the Funds' ability to engage in short-term
trading if a security has been held for less than three months.

   
ILLIQUID INVESTMENTS

Each  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 


JANUS FUNDS COMBINED PROSPECTUS                                FEBRUARY 18, 1996
    

                                       13
<PAGE>

   
Capital.  An illiquid  investment is a security or other position that cannot be
disposed of quickly in the normal course of business.  Some securities cannot be
sold to the U.S.  public  because of their terms or because of SEC  regulations.
Janus  Capital may  determine  that  securities  that cannot be sold to the U.S.
public but that can be sold to institutional  investors (for example,  Rule 144A
securities) are liquid. Janus Capital will follow guidelines  established by the
Trustees of the Trust  ("Trustees") in making liquidity  determinations for Rule
144A  securities  and  certain  other  securities,  including  privately  placed
commercial paper and municipal lease obligations.
    

BORROWING AND LENDING

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

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

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

o    As a fundamental  policy, each 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.

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

ADDITIONAL RISK FACTORS

FOREIGN SECURITIES

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

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

   
o    Currency  Risk.  A Fund may buy the local  currency  when it buys a foreign
     currency denominated security and sell the local currency when it sells the
     security.  As long as a Fund  holds a foreign  security,  its value will be
     affected by the value of the local  currency  relative to the U.S.  dollar.
     When a 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
     a 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.

INVESTMENTS IN SMALLER COMPANIES

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

Smaller or newer  companies may lack depth of management,  they may be unable to
generate  funds  necessary for growth or potential  development,  or they may be
developing  or marketing  new products or services for which markets are not yet
established and may never become established. In addition, such companies may be
insignificant  factors in their  industries  and may  become  subject to intense
competition from larger or more established companies.  Securities of smaller or
newer  companies  may have more  limited  trading  markets  than the markets for
securities of larger or more  established  issuers,  and may be subject to wider
price  fluctuations.  Investments in such companies tend to be more volatile and
somewhat more speculative.

FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS

Each 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 Funds intend to use most derivative
instruments  primarily to hedge the value of their portfolios  against potential
adverse movements in securities prices, foreign


   
JANUS FUNDS COMBINED PROSPECTUS                                FEBRUARY 18, 1996
    

                                       14
<PAGE>

   
currency markets or interest rates. To a limited extent,  the Funds may also use
derivative  instruments for  non-hedging  purposes such as seeking to increase a
Fund's income or otherwise seeking to enhance return. Please refer to Appendix A
to  this  Prospectus  and  the  SAI  for a more  detailed  discussion  of  these
instruments.
    

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

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

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

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

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

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

o    leverage  risk,  that is,  the risk  that  adverse  price  movements  in an
     instrument can result in a loss substantially greater than a 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 a
     Fund worse off than if it had not entered into the position.

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

When a 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).
Please  refer to Appendix B for a  description  of bond rating  categories.  The
Funds  expect that  holdings of lower rated  securities,  if any,  will  consist
primarily  of bonds  rated in the  highest  two  tiers of  non-investment  grade
securities.

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

Issuers  of  high-yield  securities  are more  vulnerable  to real or  perceived
economic  changes (for  instance,  an economic  downturn or prolonged  period of
rising interest rates),  political changes or adverse  developments  specific to
the issuer.  Adverse  economic,  political or other  developments may impair the
issuer's  ability  to  service  principal  and  interest  obligations,  to  meet
projected business goals and to obtain additional financing, particularly if the
issuer is highly leveraged. In the event of a default, a 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 rated bonds.  Adverse  publicity and investor  perceptions as well as
new or proposed laws may also have a greater  negative  impact on the market for
lower quality  securities.  Unrated debt, while not necessarily of lower quality
than rated securities, may not have as broad a market as rated securities.

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 Funds must recognize a computed amount of
interest income and pay dividends to shareholders even though it has received no
cash.  In  some  instances,  the  Funds  may  have to  sell  securities  to have
sufficient cash to pay the dividends.
    

SPECIAL SITUATIONS

Each Fund (except Janus Intermediate  Government  Securities Fund) may invest in
"special  situations" from time to time. A special situation arises when, in the
opinion of a 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.


JANUS FUNDS COMBINED PROSPECTUS                                FEBRUARY 18, 1996
    

                                       15
<PAGE>

SHAREHOLDER'S MANUAL

   
This section will help you become  familiar with the different types of accounts
you can  establish  with Janus.  This section  also  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 our  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 .............................................     $2,500
To open a new retirement or UGMA/UTMA account .....................     $  500
To open a new account with an Automatic Investment Program ........     $  500**
To add to any type of an account ..................................     $  100

*The Fund reserves the right to change the amount of these minimums from time to
time or to waive them in whole or in part for certain types of accounts.
**There is a $100 minimum subsequent investment.
    

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

TYPES OF ACCOUNT OWNERSHIP

If you are investing in the Funds 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.

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 a  retirement  plan 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 serves as custodian for the retirement  plans
offered by the Funds.  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).
    

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 age 70 1/2
     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.


   
JANUS FUNDS COMBINED PROSPECTUS                                FEBRUARY 18, 1996
    

                                       16
<PAGE>

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 the following addresses:

Regular Mail
Janus Funds
P.O. Box 173375
Denver, CO 80217-3375

Express or Certified Mail
Janus Funds
100 Fillmore Street
Denver, CO 80206-4923

INVESTOR SERVICE CENTERS

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

100 Fillmore Street, Suite 100
Denver, CO 80206

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

       

   
MINIMUM INVESTMENT POLICIES

ACCOUNTS ESTABLISHED AFTER FEBRUARY 15, 1996

Any account  opened  after  February  15,  1996,  must meet  minimum  investment
requirements described at page 16.

ACCOUNTS ESTABLISHED ON OR BEFORE FEBRUARY 15, 1996

o    The minimum investment  requirement  remains at $1,000 ($250 for retirement
     accounts and UGMA/UTMA accounts) for these accounts only.

o    There is no minimum initial  investment  requirement for Automatic  Monthly
     Investment Program  participants that continue to make subsequent automatic
     investments of at least $50.

o    Subsequent investments (other than automatic monthly investments) must meet
     the $100 minimum.

ALL ACCOUNTS

Due to the  proportionately  higher costs of maintaining  small accounts,  Janus
reserves the right to deduct a $10 annual  maintenance  fee (or the value of the
account if less than $10) from accounts with values below the minimums described
above  or  to  close  such   accounts.   This  policy  will  apply  to  accounts
participating in the Automatic Monthly  Investment  Program only if your account
balance does not reach the required  minimum  initial  investment or falls below
such minimum and you have discontinued monthly investments.  It is expected that
accounts  will be  valued  and the $10 fee  assessed  on the  second  Friday  of
September of each year.  You will receive notice before we charge the $10 fee or
close your account so that you may increase your account balance to the required
minimum.
    

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 U.S. banks and made payable to Janus Funds.

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

o    If the Funds are unable to debit your predesignated bank account on the day
     of purchase, they may make additional attempts or cancel the purchase.

o    The Funds reserve 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 Funds (or their  agents) have the
authority  to  redeem  shares in your  account(s)  to cover  any  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 $100.  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 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

   
Janus  offers  several  automatic  investment  plans  to help you  achieve  your
financial  goals as simply  and  conveniently  as  possible.  You may open a new
account with a $500 initial purchase and $100 automatic subsequent investments.

o    AUTOMATIC MONTHLY INVESTMENT PROGRAM
     You  select  the day each month  that your  money  ($100  minimum)  will be
     electronically transferred from your bank account


JANUS FUNDS COMBINED PROSPECTUS                                FEBRUARY 18, 1996
    

                                       17
<PAGE>

   
     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    BY SYSTEMATIC EXCHANGE
     With a Systematic Exchange you determine the amount of money ($100 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
Janus Funds
P.O. Box 173375
Denver, CO 80217-3375

Express or Certified Mail
Janus Funds
100 Fillmore Street
Denver, CO 80206-4923

Janus Investor Services    1-800-525-3713
To speak to a service representative

JETS(R)    1-800-525-6125
For 24-hour access to account and Fund information.

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

Janus QuotelineSM 1-800-525-0024
For automated daily quotes on Fund share prices, yields and total returns.

Janus Literature Line      1-800-525-8983
To request a prospectus, shareholder reports or marketing materials.

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 19.

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, you may establish a Systematic  Exchange for as little as a $100
subsequent purchase per month on established  accounts.  You may establish a new
account with a $500 initial purchase and subsequent $100 systematic exchanges.

If the balance in the account you are exchanging from falls below the systematic
exchange amount,  all remaining shares will be exchanged and the program will be
discontinued.

EXCHANGE POLICIES

o    Except for Systematic Exchanges,  new accounts established by exchange must
     meet the $2,500  minimum,  or be for the total  account  value if less than
     $2,500.

o    Exchanges between existing accounts must mee the $100 subsequent investment
     requirement.

o    You may  make  four  exchanges  out of each  Fund  during a  calendar  year
     (exclusive of Systematic  Exchanges) free of charge.  The Funds reserve the
     right to have a $5 transaction fee automatically deducted from your account
     for each additional exchange.
    

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 your Fund prior to making any exchanges.

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

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

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.
    

IN WRITING

To request a redemption in writing,  please follow the  instructions for written
requests on page 19.

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.


   
JANUS FUNDS COMBINED PROSPECTUS                                FEBRUARY 18, 1996
    

                                       18
<PAGE>

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.

   
IF THE SHARES BEING REDEEMED WERE  PURCHASED BY CHECK,  TELEPHONE OR THROUGH THE
AUTOMATIC MONTHLY  INVESTMENT  PROGRAM,  THE FUNDS MAY DELAY THE PAYMENT OF YOUR
REDEMPTION  PROCEEDS  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 - Investor  Shares during the 15 day hold
period.
    

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 17 and must include the following
information:

     o the name of the Fund(s)
     o the account number(s)
     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

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 in 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
     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 59
     1/2) or  premature  (before  age 59 1/2) and,  if  premature,  whether  any
     exceptions  such as  death  or  disability  apply  with  regard  to the 10%
     additional tax on early distributions.

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  FUNDS  RESERVE  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,  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.

PRICING OF FUND SHARES

   
All  purchases,  redemptions  and  exchanges  will be  processed at the NAV next
calculated  after  your  request  is  received  and  approved.  A 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 the
close of the regular trading session of the NYSE. NAV per share is calculated by
dividing  the  total  value  of a  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.


JANUS FUNDS COMBINED PROSPECTUS                                FEBRUARY 18, 1996
    

                                       19
<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(TM) 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
Funds. The Processing Organization may also impose other charges or restrictions
different  from  those  applicable  to  shareholders  who  invest  in the  Funds
directly.  The Processing  Organization,  rather than its customers,  may be the
shareholder  of record of your  shares.  The Funds are 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 Funds 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 Funds 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 Funds 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 Funds.  The Funds 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 and will not be issued for
accounts  that  do  not  meet  the  minimum   investment   requirements.   Share
certificates  cannot be issued for  retirement  accounts.  In  addition,  if the
certificate is lost, there may be a replacement charge.

INVOLUNTARY REDEMPTIONS

       

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

TELEPHONE TRANSACTIONS

You may initiate many transactions by telephone. The Funds and their 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 Funds 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  Funds  or their  agents  may,  in case of  emergency,  temporarily  suspend
telephone transactions and other shareholder services.

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 your  Fund(s),  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 Funds 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  confirmation  statements  unless monthly  statements are
requested.  Fixed-Income Fund Investors will receive quarterly  confirmations of
dividends.  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 Funds,  which include a list of the Funds'  portfolio
holdings,  will be mailed semiannually to all shareholders.  To reduce expenses,
only one copy of most financial reports will be mailed to accounts with the same
record address. Upon request, such 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.


JANUS FUNDS COMBINED PROSPECTUS                                FEBRUARY 18, 1996
    

                                       20
<PAGE>

MANAGEMENT OF THE FUNDS

TRUSTEES

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

INVESTMENT ADVISER

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

Janus Capital began serving as investment adviser to Janus Fund at its inception
in 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 each
Fund's  investments.   Janus  Capital  also  furnishes  certain  administrative,
compliance and accounting  services for the Funds,  and may be reimbursed by the
Funds 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 Funds and pays the salaries,  fees and expenses of all Fund officers and
those Trustees who are affiliated with Janus Capital.

INVESTMENT PERSONNEL

       

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

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

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

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

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

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

Warren B. Lammert is Executive  Vice  President and  portfolio  manager of Janus
Mercury  Fund.  Mr.  Lammert  joined Janus Capital in 1987 and has managed Janus
Mercury Fund since its inception  and Janus  Balanced Fund from its inception to
December 1993. He has also co-managed Janus Venture Fund since December 1993. He
holds a  Bachelor  of Arts in  Economics  from Yale  University  and a Master of
Science  in  Economic  History  from the  London  School of  Economics  and is a
Chartered Financial Analyst.

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

Thomas F. Marsico is Executive  Vice  President and  portfolio  manager of Janus
Growth and Income Fund and Janus  Twenty  Fund.  Mr.  Marsico has managed  Janus
Growth and Income  Fund since its  inception  and Janus  Twenty Fund since March
1988. He holds a Bachelor of Arts in Biology from the University of Colorado and
Master of Business Administration in Finance from the University of Denver.

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

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

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

Sandy R. Rufenacht is Executive  Vice  President and portfolio  manager of Janus
Intermediate  Government  Securities  Fund and Janus  Short-Term  Bond Fund. Mr.
Rufenacht  joined Janus  Capital in 1990 and gained  experience  as a trader and
research  analyst before assuming  management of these funds in January 1996. He
holds a Bachelor of Arts in Business from the University of Northern Colorado.

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

Scott W. Schoelzel is Executive  Vice  President and portfolio  manager of Janus
Olympus Fund.+  Mr. Schoelzel joined Janus Capital in 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.

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

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

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

Darrell W. Watters is Executive  Vice  President and portfolio  manager of Janus
Federal  Tax-Exempt  Fund,  which he has managed since January 1996. Mr. Watters
joined Janus Capital in 1993 as a municipal bond trader.  He holds a Bachelor of
Arts in Economics from Colorado State University.

- --------------------------------------------------------------------------------
+    Janus  Olympus  Fund and Janus  High-Yield  Fund  commenced  operations  on
     December 29, 1995, and are offered by separate prospectuses.


JANUS FUNDS COMBINED PROSPECTUS                                FEBRUARY 18, 1996
    

                                       21
<PAGE>

BREAKDOWN OF MANAGEMENT EXPENSES AND EXPENSE LIMITS

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

<TABLE>
<CAPTION>
                                        Average Daily Net        Annual Rate         Expense Limit
Fee Schedule                            Assets of Fund           Percentage (%)      Percentage (%)
- ---------------------------------------------------------------------------------------------------
<S>                                           <C>                 <C>                <C>  
Growth Funds and Combination Funds      First $ 30 Million       1.00                None+
                                        Next $270 Million         .75
                                        Next $200 Million         .70
                                        Over $500 Million         .65
- ---------------------------------------------------------------------------------------------------
Janus Flexible Income Fund              First $300 Million        .65                1.00*
                                        Over $300 Million         .55
- ---------------------------------------------------------------------------------------------------
Janus Short-Term Bond Fund              First $300 Million        .65                 .65*
                                        Over $300 Million         .55
- ---------------------------------------------------------------------------------------------------
Janus Intermediate Government 
  Securities Fund                       First $300 Million        .50                 .65*
                                        Over $300 Million         .40
- ---------------------------------------------------------------------------------------------------
Janus Federal Tax-Exempt Fund           First $300 Million        .60                 .65*
                                        Over $300 Million         .55
- ---------------------------------------------------------------------------------------------------
</TABLE>

*    Janus Capital will waive certain fees and expenses to the extent that total
     expenses  exceed the stated limits.  You will be notified of any changes in
     these limits.
+    Janus Capital will waive certain fees and expenses to the extent that total
     expenses  exceed  the  regulatory   limits  imposed  by  state   securities
     regulators.

   
Differences  in the  actual  management  fees  incurred  by the  Funds  are  due
primarily to variances in the asset size of the Funds.  As asset size increases,
the annual rate of the management fee rate declines in accordance with the above
schedules.  In addition, each Fund incurs expenses not assumed by Janus Capital,
including  transfer  agent and custodian  fees and expenses,  legal and auditing
fees,  printing and mailing costs of sending  reports and other  information  to
existing  shareholders,  and independent Trustees' fees and expenses. The Annual
Fund  Operating  Expenses  table on page 3 lists the  management  fees and total
operating expenses of each Fund for the most recent fiscal year.
    

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  Funds or Janus  Capital's  other
advisory clients. See the SAI for more detailed information.

PORTFOLIO TRANSACTIONS

Purchases  and  sales of  securities  on behalf  of each  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 a 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 a 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 a Fund as a
factor in the selection of  brokerdealers.  The Funds'  Trustees have authorized
Janus  Capital  to  place  portfolio  transactions  on an  agency  basis  with a
broker-dealer  affiliated with Janus Capital.  When  transactions for a 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 Funds with administrative and other services.

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

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

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

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.


   
JANUS FUNDS COMBINED PROSPECTUS                                FEBRUARY 18, 1996
    

                                       22
<PAGE>

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.

   
As of the date of this Prospectus, the Trust offers 18 separate series, three of
which currently  offer two classes of shares.  Janus Fund became a series of the
Trust on June 16,  1986.  Janus  Flexible  Income  Fund and  Janus  Intermediate
Government  Securities  Fund became  series of the Trust on August 7, 1992.  All
other  Funds  have  been  series  of the  Trust  since  their  inceptions.  This
Prospectus describes twelve series of the Trust; the other series are offered by
separate prospectuses.
    

SHAREHOLDER MEETINGS

   
The Trust does not intend to hold annual shareholder meetings.  However, special
meetings  may be  called  for a  specific  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 each Fund only
if a matter  affects  or  requires  the vote of only  that  Fund or that  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 FUNDS

The Funds have no  present  plans to limit  their  size.  However,  any 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 a Fund are discontinued,  it is expected that existing  shareholders of
that 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 any Fund's  investment  objective by
investing all of that Fund's  assets in another  investment  company  having the
same investment  objective and  substantially  the same investment  policies and
restrictions  as those  applicable  to that Fund.  It is expected  that any such
investment  company would be managed by Janus Capital in substantially  the same
manner as the existing  Fund.  The Trust's  shareholders  of record on April 30,
1992, and the initial  shareholder(s) of all Funds 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 Funds
is  required.  You will  receive  at least 30  days'  prior  notice  of any such
investment.  Such investment would be made only if the Trustees  determine it to
be in the  best  interests  of a 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  management  of the Funds  believe 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.


   
JANUS FUNDS COMBINED PROSPECTUS                                FEBRUARY 18, 1996
    

                                       23
<PAGE>

DISTRIBUTIONS AND TAXES

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

   
DISTRIBUTIONS
THE INTERNAL  REVENUE CODE REQUIRES  EACH FUND TO DISTRIBUTE  NET INCOME AND ANY
NET GAINS REALIZED BY ITS INVESTMENTS  ANNUALLY.  A 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.
    

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

DISTRIBUTION SCHEDULE

<TABLE>
<CAPTION>
                              Dividends                                    Capital Gains
- ---------------------------------------------------------------------------------------------------------
<S>                           <C>                                          <C>
Growth Funds                  Declared and paid in December                Declared and paid in December
- ---------------------------------------------------------------------------------------------------------
Combination Funds             Declared and paid in March, June,            Declared and paid in December
                              September and December
- ---------------------------------------------------------------------------------------------------------
Fixed-Income Funds*           Declared daily and paid as of the last       Declared and paid in December
                              business day of each month
- ---------------------------------------------------------------------------------------------------------
</TABLE>

   
*While  distributions for these Funds are paid monthly, the income dividends for
these Funds are declared daily,  Saturdays,  Sundays and holidays included,  and
are generally 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. An investor will begin accruing income dividends the day
after the purchase is  effective.  If shares are  redeemed,  the  investor  will
receive all dividends accrued through the day of the redemption.
    

HOW DISTRIBUTIONS AFFECT A FUND'S NAV

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

   
1.   Reinvestment  Option.  You may reinvest  your income  dividends and capital
     gains   distributions  in  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 in additional
     shares.
    

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

   
The Funds reserve the right to reinvest  undeliverable and uncashed dividend and
distribution  checks  that  remain  outstanding  for six months in shares of the
applicable Fund at the NAV next computed after the check is cancelled.
Subsequent distributions may also be reinvested.


JANUS FUNDS COMBINED PROSPECTUS                                FEBRUARY 18, 1996
    

                                       24
<PAGE>

TAXES

   
As with any investment, you should consider the tax consequences of investing in
the Funds.  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  Funds.  You  may  wish  to  consult  your  own  tax  adviser.
Additionally,  state or local taxes may apply to your investment, depending upon
the laws of your state of residence.
    

TAXES ON DISTRIBUTIONS

Janus Federal  Tax-Exempt Fund anticipates that  substantially all of its income
dividends will be exempt from federal income tax,  although it may  occasionally
earn income on taxable  investments  and dividends  attributable  to that income
would be taxable. In addition, interest from certain private activity bonds is a
preference item for purposes of the  alternative  minimum tax, and to the extent
the Fund earns such income  shareholders  subject to the alternative minimum tax
must include that income as a preference item. Distributions from capital gains,
if any,  are subject to federal tax.  The Fund will advise  shareholders  of the
percentage of dividends, if any, subject to any federal tax.

Dividends  and  distributions  for all of the other Funds are subject to federal
income tax, regardless of whether the distribution is made in cash or reinvested
in additional  shares of a Fund. In certain  states,  a portion of the dividends
and  distributions  (depending on the sources of a 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 FUNDS

   
Dividends,  interest  and  some  capital  gains  received  by a Fund on  foreign
securities may be subject to tax withholding or other foreign taxes. Any foreign
taxes paid by a Fund will be treated  as an  expense to the  particular  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 Funds do not expect to pay any federal  income or excise taxes  because they
intend  to  meet  certain  requirements  of the  Internal  Revenue  Code.  It is
important  that the Funds meet these  requirements  so that any earnings on your
investment will not be taxed twice.
    

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

PERFORMANCE TERMS

This section will help you  understand  various  terms that are commonly used to
describe a 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 Growth and Combination Funds generally measure  performance
in terms of total return, while the Fixed-Income Funds generally use yield.

Cumulative  total return  represents  the actual rate of return on an investment
for a specified period. The Financial Highlights tables beginning on page 4 show
total return for a single fiscal  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 a Fund's return and are not the
same as actual annual results.

Yield shows the rate of income a 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 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.

   
Tax-Equivalent  yield or total return (for Janus Federal  Tax-Exempt Fund) shows
the  before-tax  yield or total  return that an  investor  would have to earn to
equal the Fund's tax-free yield or total return.  It is calculated by dividing a
Fund's tax-free yield by the result of one minus a stated federal tax rate.
    

THE FUNDS  IMPOSE 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.


   
JANUS FUNDS COMBINED PROSPECTUS                                FEBRUARY 18, 1996
    

                                       25
<PAGE>

APPENDIX A

GLOSSARY OF INVESTMENT TERMS

   
This  glossary  provides  a more  detailed  description  of some of the types of
securities and other  instruments  in which the Funds may invest.  The Funds may
invest  in  these  instruments  to the  extent  permitted  by  their  investment
objectives  and policies.  The Funds are 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.
    

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. Municipal lease obligations are often sold in the form of
COPs. See "Municipal lease obligations" below.

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 Funds 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."

Industrial  development  bonds are  revenue  bonds  that are  issued by a public
authority  but which may be backed only by the credit and  security of a private
issuer and may involve greater credit risk. See "Municipal securities" below.

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

Municipal  lease  obligations  are revenue bonds backed by leases or installment
purchase  contracts  for property or  equipment.  Lease  obligations  may not be
backed by the issuing  municipality's  credit and may involve risks not normally
associated with general  obligation  bonds and other revenue bonds. For example,
their  interest may become  taxable if the lease is assigned and the holders may
incur losses if the issuer does not appropriate  funds for the lease payments on
an annual  basis,  which may  result in  termination  of the lease and  possible
default.

Municipal  securities  are bonds or notes  issued by a U.S.  state or  political
subdivision. A municipal security may be a general obligation backed by the full
faith and credit (i.e.,  the borrowing and taxing power) of a municipality  or a
revenue obligation paid out of the revenues of a designated project, facility or
revenue source.

   
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 Funds to
recognize income  associated with a PFIC prior to the actual receipt of any such
income.
    

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

   
Repurchase  agreements  involve  the  purchase  of a  security  by a 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, a Fund will bear the 


JANUS FUNDS COMBINED PROSPECTUS                                FEBRUARY 18, 1996
    

                                       26
<PAGE>

risk of  market  value  fluctuations  until  the  security  can be sold  and may
encounter delays and incur costs in liquidating the security.

Reverse  repurchase  agreements  involve  the  sale of a  security  by a 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  may be used to provide  cash to  satisfy  unusually  high  redemption
requests or for other temporary or emergency purposes.

   
Rule 144A  securities  are  securities  that are not  registered for sale to the
general  public  under  the  Securities  Act of 1933,  but that may be resold to
certain  institutional   investors.   Janus  Capital  may  determine  that  such
securities are liquid pursuant to procedures adopted by the Trustees.
    

Standby commitments are obligations  purchased by a 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 are coupled with an
option to tender the  securities  to a bank,  broker-dealer  or other  financial
institution at periodic  intervals and receive the face value of the bond.  This
type of  security  is  commonly  used as a means  of  enhancing  the  security's
liquidity.
    

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

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

Warrants are securities,  typically  issued with preferred stock or bonds,  that
give the holder  the right to buy a  proportionate  amount of common  stock at a
specified price,  usually at a price that is higher than the market price at the
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  Funds  do not  earn  interest  on  such
securities  until  settlement and bear the risk of market value  fluctuations in
between  the  purchase  and  settlement  dates.  New issues of stocks and bonds,
private placements and U.S. government securities may be sold in this manner.

Zero  coupon  bonds are debt  securities  that do not pay  regular  interest  at
regular  intervals,  but are issued at a discount from face value.  The discount
approximates the total amount of interest the security will accrue from the date
of issuance to maturity.  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 Funds may enter into forward currency contracts to hedge against declines in
the  value of  non-dollar  denominated  securities  or to reduce  the  impact of
currency appreciation on purchases of non-dollar  denominated  securities.  They
may also enter into forward  contracts to purchase or sell  securities  or other
financial indices.

   
Futures  contracts  are  contracts  that  obligate  the buyer to receive and the
seller to deliver an  instrument  or money at a  specified  price on a specified
date.  The Funds  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 Funds 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  


JANUS FUNDS COMBINED PROSPECTUS                                FEBRUARY 18, 1996
    

                                       27
<PAGE>

return   characteristics   similar  to  direct  investments  in  the  underlying
instruments  and may be more volatile than the  underlying  instruments.  A 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 or index.  For example,
upon  reset  the  interest  rate  payable  on a  security  may go down  when the
underlying  index has risen.  Certain inverse floaters may have an interest rate
reset mechanism that  multiplies the effects of change in the underlying  index.
Such mechanism may increase the volatility of the security's market value.
    

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


   
JANUS FUNDS COMBINED PROSPECTUS                                FEBRUARY 18, 1996
    

                                       28
<PAGE>

APPENDIX B

EXPLANATION OF RATING CATEGORIES

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

STANDARD &POOR'S RATINGS SERVICES

BOND RATING       EXPLANATION
- --------------------------------------------------------------------------------
Investment Grade
- ----------------
    

AAA            Highest  rating;  extremely  strong capacity to pay principal and
               interest.

AA             High quality; very strong capacity to pay principal and interest.

A              Strong  capacity to pay  principal  and  interest;  somewhat more
               susceptible to the adverse effects of changing  circumstances and
               economic conditions.

BBB            Adequate capacity to pay principal and interest; normally exhibit
               adequate protection  parameters,  but adverse economic conditions
               or  changing  circumstances  more  likely  to lead to a  weakened
               capacity to pay  principal  and  interest  than for higher  rated
               bonds.

   
Non-Investment Grade
- --------------------
    

BB, B,         Predominantly  speculative with respect to the issuer's  capacity
CCC, CC, C     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.
- --------------------------------------------------------------------------------

   
Unrated securities will be treated as noninvestment  grade securities unless the
portfolio  manager  determines  that  such  securities  are  the  equivalent  of
investment grade  securities.  Securities that have received  different  ratings
from more than one agency are considered investment grade if at least one agency
has rated the security investment grade.
    

SECURITIES HOLDINGS BY RATING CATEGORY

   
During the fiscal  period ended October 31, 1995,  the  percentage of securities
holdings for Janus Flexible Income Fund by rating category based upon a weighted
monthly average was:

              BONDS - S&P RATING            JANUS FLEXIBLE INCOME FUND
              AAA                                                  17%
              AA                                                    0%
              A                                                    15%
              BBB                                                  27%
              BB                                                   13%
              B                                                    23%
              CCC                                                   1%
              CC                                                    0%
              C                                                     0%
              Preferred Stock                                       1%
              Cash and Options                                      3%
              --------------------------------------------------------
              TOTAL                                               100%
              --------------------------------------------------------
    

No other  Fund held 5% or more of its  assets in bonds  rated  below  investment
grade for the fiscal period ended October 31, 1995.

       

   
JANUS FUNDS COMBINED PROSPECTUS                                FEBRUARY 18, 1996
    

                                       29
<PAGE>


CONTENTS

THE FUND AT A GLANCE
Brief description of the Fund .............................................    1
EXPENSE INFORMATION
The Fund's annual operating expenses ......................................    1
Financial Highlights - a summary of financial data ........................    2
THE FUND IN DETAIL
   
The Fund's Investment Objective ...........................................    3
Types of Investments ......................................................    3
    
General Portfolio Policies ................................................    4
Additional Risk Factors ...................................................    5
PERFORMANCE TERMS
An Explanation of Performance Terms .......................................    6
SHAREHOLDER'S MANUAL
Types of Account Ownership ................................................    7
How to Open an Account ....................................................    8
   
Minimum Investment Policies ...............................................    8
    
How to Purchase Shares ....................................................    8
How to Exchange Shares ....................................................    9
How to Redeem Shares ......................................................    9
  SHAREHOLDER SERVICES AND ACCOUNT POLICIES
   
JETS(R) ...................................................................   11
    
Transactions Through Processing Organizations .............................   11
   
Taxpayer Identification Number ............................................   11
    
Share Certificates ........................................................   11
Involuntary Redemptions ...................................................   11
Telephone Transactions ....................................................   11
Making Changes to Your Account ............................................   11
Statements and Reports ....................................................   11
MANAGEMENT OF THE FUND
   
Investment Adviser and Portfolio Managers .................................   12
    
Management Expenses .......................................................   12
Portfolio Transactions ....................................................   13
Other Service Providers ...................................................   13
Other Information .........................................................   13
DISTRIBUTIONS AND TAXES
   
Distributions .............................................................   14
Taxes .....................................................................   14
    
APPENDIX A
Glossary of Investment Terms ..............................................   15


                                     [LOGO]

                               JANUS VENTURE FUND

   
                              100 Fillmore Street
                             Denver, CO 80206-4923
                                 1-800-525-3713

                               February 18, 1996



Janus Venture Fund (the "Fund") is a no-load, diversified mutual fund that seeks
capital  appreciation.  The Fund  normally  invests  at least 50% of its  equity
assets in securities of small-sized issuers.
    

THE FUND HAS  DISCONTINUED  PUBLIC  SALES OF ITS  SHARES TO NEW  INVESTORS,  BUT
SHAREHOLDERS  WHO MAINTAIN OPEN FUND ACCOUNTS ARE STILL ABLE TO MAKE INVESTMENTS
IN THE FUND AND REINVEST ANY DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS.  CURRENT
SHAREHOLDERS MAY ALSO OPEN ADDITIONAL FUND ACCOUNTS UNDER CERTAIN CONDITIONS. IF
A FUND ACCOUNT IS CLOSED, HOWEVER, ADDITIONAL INVESTMENTS IN THE FUND MAY NOT BE
POSSIBLE. For complete information on how to purchase, exchange and sell shares,
please see the  Shareholder's  Manual  beginning  on page 7. The Fund may resume
sale of its shares to new  investors  in the future,  although it has no current
intention to do so.

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 com-pany.  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  February  18, 1996,  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.


<PAGE>

THE FUND AT A GLANCE

INVESTMENT OBJECTIVE:

   
The Fund seeks capital appreciation.
    

PRIMARY HOLDINGS:

   
A diversified  fund that invests  primarily in common stocks with an emphasis on
securities of small-sized issuers.
    

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 more than $30 billion in assets.
    

FUND MANAGERS:

James P. Goff
Warren B. Lammert

FUND INCEPTION:

April 30, 1985



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.
** You may be charged a $5 transaction fee for excessive exchanges.  See "How to
Exchange Shares" on page 9.
    


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

   
- --------------------------------------------------------------------------------
Management Fee                          0.68%
Other Expenses                          0.24%
Total Fund Operating Expenses           0.92%
- --------------------------------------------------------------------------------


EXAMPLE(1)
- --------------------------------------------------------------------------------
                                             1 Year   3 Years  5 Years  10 Years
- --------------------------------------------------------------------------------
Assume you invest $1,000, the Fund
returns 5% annually and its expense
ratio remains as listed above. This example
shows the operating expenses that
you would indirectly bear as an
investor in the Fund.                          $9       $29     $51      $113
- --------------------------------------------------------------------------------
(1) The  information in the table and example above is based on expenses  before
expense offset arrangements for the fiscal period ended October 31, 1995.
    

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


   
JANUS VENTURE FUND PROSPECTUS                                  FEBRUARY 18, 1996
    

                                       1
<PAGE>

FINANCIAL HIGHLIGHTS

Unless otherwise  noted,  the information  below is for fiscal periods ending on
October 31 of each year. The accounting firm of Price Waterhouse LLP has audited
the Fund's financial  statements since October 1, 1990. Their report is included
in the Fund's Annual Report,  which is  incorporated  by reference into the SAI.
The Fund's financial statements for fiscal periods prior to October 1, 1990 were
audited by other  independent  accountants whose reports are not included in the
Annual Report.  Expense and income ratios and portfolio turnover rates have been
annualized for periods of less than one year.  Total returns for periods of less
than one year are not annualized.

<TABLE>
<CAPTION>
   
                                                 1995             1994          1993          1992(1)      1992(2)      1991(2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>              <C>           <C>           <C>          <C>         <C>     
 1. Net asset value, beginning of period      $ 52.86          $ 53.25       $ 47.74       $ 45.96      $ 45.05       $37.90   
    Income from investment operations:
 2. Net investment income                        0.05             0.11          0.66          0.17         0.36        0.44    
 3. Net gains or (losses) on securities
    (both realized and unrealized)               9.49             4.40          6.72          1.61         4.23        7.71    
 4. Total from investment operations             9.54             4.51          7.38          1.78         4.59        8.15    
    Less distributions:
 5. Dividends (from net investment income)      (0.03)           (0.53)        (1.16)         --          (0.25)      (0.11)   
 6. Distributions (from capital gains)          (2.84)           (4.37)        (0.71)         --          (3.43)      (0.89)   
 7. Total distributions                         (2.87)           (4.90)        (1.87)         --          (3.68)      (1.00)   
 8. Net asset value, end of period            $ 59.53          $ 52.86       $ 53.25       $ 47.74      $ 45.96       $45.05   
 9. Total return                                19.24%            9.23%        15.76%         3.87%        9.90%      22.28%   
10. Net assets, end of period (in millions)   $ 1,753          $ 1,550       $ 1,837       $ 1,545      $ 1,510       $ 893    
11. Ratio of expenses to average net assets      0.92%(3)         0.96%         0.97%         1.07%        1.00%       1.04%   
12. Ratio of net investment income
    to average net assets                        0.29%            0.27%         1.29%         1.32%        1.20%       2.10%   
13. Portfolio turnover rate                       113%             114%          139%          124%         166%        167%   
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    


<TABLE>
<CAPTION>
                                                   1990(2)     1989(2)     1988(2)     1987(2)     1986(2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>         <C>         <C>         <C>         <C>  
 1. Net asset value, beginning of period         $36.97      $28.11      $34.63      $30.78      $24.17
    Income from investment operations:
 2. Net investment income                         0.28        0.33        1.50        0.12        0.11
 3. Net gains or (losses) on securities
    (both realized and unrealized)                3.44       10.05       (3.70)       6.25        7.88
 4. Total from investment operations              3.72       10.38       (2.20)       6.37        7.99
    Less distributions:
 5. Dividends (from net investment income)       (0.44)      (1.52)      (0.15)      (0.19)      (0.18)
 6. Distributions (from capital gains)           (2.35)       --         (4.17)      (2.33)      (1.20)
 7. Total distributions                          (2.79)      (1.52)      (4.32)      (2.52)      (1.38)
 8. Net asset value, end of period               $37.90      $36.97      $28.11      $34.63      $30.78
 9. Total return                                 10.46%      38.73%      (4.56%)     22.76%      35.26%
10. Net assets, end of period (in millions)      $ 256       $  58       $  34       $  46       $  31
11. Ratio of expenses to average net assets       1.16%       1.28%       1.41%       1.44%       1.90%
12. Ratio of net investment income
    to average net assets                         1.24%       1.10%       5.11%       0.40%       1.47%
13. Portfolio turnover rate                        184%        219%        299%        250%        248%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Fiscal period from August 1, 1992 to October 31, 1992.
(2)  The Fund's prior fiscal year ended on July 31st of each year.
   
(3)  The Fund's  expenses may be reduced  through the use of broker  commissions
     and uninvested cash balances  earning  interest with the Fund's  custodian.
     The expense ratio for the fiscal  period ended  October 31, 1995,  does not
     reflect expense reductions,  which reduced the ratio of expenses to average
     net assets to 0.91%.
    


UNDERSTANDING THE FINANCIAL HIGHLIGHTS

This  section  is  designed  to  help  you  better  understand  the  information
summarized in the  Financial  Highlights  table.  The table  contains  important
historical  operating  information  that may be useful in making your investment
decision or understanding  how your investment has performed.  The Fund's Annual
Report contains additional information about the Fund's performance, including a
comparison to an appropriate  securities index. For a copy of the Annual Report,
call 1-800-525-8983.

Net  asset  value  ("NAV")  is the value of a single  share of the  Fund.  It is
computed by adding the value of all of the Fund's  investments and other assets,
subtracting  any  liabilities  and  dividing  the result by the number of shares
outstanding.  The  difference  between  line  1  and  line  8 in  the  Financial
Highlights  table  represents  the change in value of the Fund's shares over the
fiscal period, but not its total return.

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

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

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

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

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

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


   
JANUS VENTURE FUND PROSPECTUS                                  FEBRUARY 18, 1996
    

                                       2
<PAGE>

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 more detailed description of investment terms used throughout this Prospectus.
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 capital  appreciation.  The Fund pursues
its  objective  by  normally  investing  at least  50% of its  equity  assets in
securities issued by small-sized issuers. Small-sized issuers are those who have
market  capitalizations of less than $1 billion or annual gross revenues of less
than $500 million. Companies whose capitalization or revenues fall outside these
ranges after the Fund's initial purchase  continue to be considered  small-sized
for the purposes of this policy.  Subject to the above policy, the Fund may also
invest in larger issuers.

TYPES OF INVESTMENTS

The Fund  invests  substantially  all of its  assets  in common  stocks  with an
emphasis  on  securities  of  small-sized  issuers.  The Fund may also invest in
larger companies with strong growth potential or relatively well-known and large
companies  with  potential  for capital  appreciation.  The Fund may invest to a
lesser degree in other types of securities including preferred stocks, 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);  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,
including money market funds managed by Janus Capital, as a means of receiving a
return on idle cash.

When the Fund's  portfolio  managers  believe  that  market  conditions  are not
favorable for profitable  investing or when the portfolio managers are 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 managers have committed  available assets
to desirable investment opportunities.  When the Fund's cash position increases,
it might not participate in stock market advances or declines to the extent that
it would if it remained more fully invested in common stocks.
    

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  returns.  See "Additional  Risk Factors" on
page 5. 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  emphasizes  investments  in common  stocks to the extent its portfolio
managers  believe  that  the  relevant  market   environment  favors  profitable
investing in those securities.  The portfolio  managers generally take a "bottom
up" approach to building the  portfolio.  In other words,  they seek to identify
individual  companies with earnings growth  potential that may not be recognized
by the market at large.  Although themes may emerge in the Fund,  securities are
generally  selected  without  regard  to any  defined  industry  sector or other
similarly  defined  selection   procedure.   Realization  of  income  is  not  a
significant  investment  consideration.   Any  income  realized  on  the  Fund's
investments will be incidental to its objective.
    

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

ARE THE SAME CRITERIA USED TO SELECT FOREIGN STOCKS?

   
Generally,  yes. The portfolio  managers  seek  companies  with earnings  growth
potential,  regardless of country of organization or place of principal business
activity.  Foreign securities are generally  selected on a stock-by-stock  basis
without regard to any defined allocation among countries or geographic  regions.
However,  certain  factors  such as  expected  levels of  inflation,  government
policies   influencing   business   conditions,   the   outlook   for   currency
relationships,  and prospects for economic  growth among  countries,  regions or
geographic areas may warrant greater  consideration in selecting foreign stocks.
See "Additional Risk Factors" on page 5.
    

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

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,  such as those in which the Fund
invests,  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 5.


   
JANUS VENTURE FUND PROSPECTUS                                  FEBRUARY 18, 1996
    

                                       3
<PAGE>

WHAT IS MEANT BY "MARKET CAPITALIZATION"?

   
Market capitalization is the most commonly used measure of the size and value of
a company.  It is computed by multiplying the current market price of a share of
the  company's  stock by the total  number of its shares  outstanding.  As noted
previously,  market  capitalization  and annual  gross  revenues  are  important
investment criteria for the Fund.
    

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

HOW DOES THE FUND TRY TO REDUCE RISK?

Diversification of the Fund's assets reduces the effect of any single holding on
its overall  portfolio value.  The Fund may also use futures,  options and other
derivative  instruments  to protect its portfolio  from  movements in securities
prices  and  interest  rates.  The Fund may use a variety  of  currency  hedging
techniques,  including forward currency contracts,  to manage exchange rate risk
when investing  directly in foreign  markets.  See "Additional  Risk Factors" on
page 5. 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

In investing its  portfolio  assets,  the Fund will follow the general  policies
listed  below.  The  percentage  limitations  included  in  these  policies  and
elsewhere in this Prospectus apply only at the time of purchase of the security.
For example,  if 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.

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,  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 managers believe
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 Rule 144A securities and certain other securities,  including
privately placed 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.


   
JANUS VENTURE FUND PROSPECTUS                                  FEBRUARY 18, 1996
    

                                       4
<PAGE>

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  managers,  the
securities of a particular issuer will be recognized and appreciate in value due
to a specific development with respect to that issuer.  Developments  creating a
special  situation  might  include,  among others,  a new product or process,  a
technological breakthrough, a management change or other 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 may buy the local currency when it buys a foreign
     currency denominated security and sell the local currency when it sells the
     security.  As long as 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.

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 most 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 seeking to increase the Fund's income or otherwise
seeking to enhance return. Please refer to Appendix A to this Prospectus and the
SAI for a more detailed discussion of these instruments.
    

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


   
JANUS VENTURE FUND PROSPECTUS                                  FEBRUARY 18, 1996
    

                                       5
<PAGE>

o    the risk that interest rates,  securities  prices and currency markets will
     not move in the direction that the portfolio managers anticipate;

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.

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

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  Ratings
Services ("Standard & Poor's") and Moody's Investors Service,  Inc. ("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  non-investment
grade securities.

The value of lower quality 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  quality  securities.  Conversely,  the  value of higher
quality  securities  may be more sensitive to interest rate movements than lower
quality securities. In addition,  companies issuing high-yield securities may be
more  vulnerable to real or perceived  economic  changes,  political  changes or
other developments  adverse to the company and lower quality securities may have
less liquid  markets than higher  quality  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.

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. The Financial  Highlights table shows total return for a
single fiscal period.  Cumulative total return is generally quoted for more than
one year (e.g.,  the life of 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.


   
JANUS VENTURE FUND PROSPECTUS                                  FEBRUARY 18, 1996
    

                                       6
<PAGE>

SHAREHOLDER'S MANUAL

   
This section will help you become  familiar with the different types of accounts
you can  establish  with Janus.  This section  also  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.
    

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

   
Although the Fund has discontinued  public sales of its shares to new investors,
shareholders  who maintain  open  accounts  will be able to continue to purchase
shares and reinvest any dividends and capital gains  distributions in additional
shares.  In addition,  the Fund will  continue to accept new accounts  which are
opened under  taxpayer  identification  numbers that are  identical to those for
existing Fund accounts.
    

Once a Fund  account  is  closed,  it may not be  reopened.  An  account  may be
considered  closed and subject to  redemption  by the Fund in the  circumstances
discussed under "Minimum Investment Policies" on page 8.

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.

TYPES OF ACCOUNT OWNERSHIP

As  discussed  above,  the Fund will accept new accounts  opened under  taxpayer
identification  numbers  identical  to those on current Fund  accounts.  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.

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 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).
    

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
     70 1/2 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.

   
- --------------------------------------------------------------------------------
MINIMUM INVESTMENTS*
To open a new account                                                   $2,500
To open a new retirement or UGMA/UTMA account                           $  500
To open a new account with an Automatic Investment Program              $  500**
To add to any type of an account                                        $  100

*    The Fund  reserves  the right to change the amount of these  minimums  from
     time to time or to waive  them in whole  or in part  for  certain  types of
     accounts.
**   There is a $100 minimum subsequent investment.
- --------------------------------------------------------------------------------


JANUS VENTURE FUND PROSPECTUS                                  FEBRUARY 18, 1996
    

                                       7
<PAGE>

HOW TO OPEN YOUR JANUS ACCOUNT

If you are a current Fund  shareholder  and want to open  another Fund  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
Janus Funds
P.O. Box 173375
Denver, CO 80217-3375

   
Express or Certified Mail
Janus Funds
100 Fillmore Street
Denver, CO 80206-4923
    

INVESTOR SERVICE CENTERS

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

100 Fillmore Street, Suite 100
Denver, CO 80206

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

       

   
MINIMUM INVESTMENT POLICIES

ACCOUNTS ESTABLISHED AFTER FEBRUARY 15, 1996

Any account  opened after  February 15, 1996,  must meet the minimum  investment
requirements described at page 7.

ACCOUNTS ESTABLISHED ON OR BEFORE FEBRUARY 15, 1996

o    The minimum investment  requirement  remains at $1,000 ($250 for retirement
     accounts and UGMA/UTMA accounts) for these accounts only.

o    There is no minimum initial  investment  requirement for Automatic  Monthly
     Investment Program  participants that continue to make subsequent automatic
     investments of at least $50.

o    Subsequent investments (other than automatic monthly investments) must meet
     the $100 minimum.

ALL ACCOUNTS

Due to the  proportionately  higher costs of maintaining  small accounts,  Janus
reserves the right to deduct a $10 annual  maintenance  fee (or the value of the
account if less than $10) from accounts with values below the minimums described
above  or  to  close  such   accounts.   This  policy  will  apply  to  accounts
participating in the Automatic Monthly  Investment  Program only if your account
balance does not reach the required  minimum  initial  investment or falls below
such minimum and you have discontinued monthly investments.  It is expected that
accounts  will be  valued  and the $10 fee  assessed  on the  second  Friday  of
September of each year.  You will receive notice before we charge the $10 fee or
close your account so that you may increase your account balance to the required
minimum.
    

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 $100.  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 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

   
Janus  offers  several  automatic  investment  plans  to help you  achieve  your
financial  goals as simply  and  conveniently  as  possible.  You may open a new
account with a $500 initial purchase and $100 automatic subsequent investments.

o    AUTOMATIC MONTHLY INVESTMENT PROGRAM
     You  select  the day each month  that your  money  ($100  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.


JANUS VENTURE FUND PROSPECTUS                                  FEBRUARY 18, 1996
    

                                       8
<PAGE>

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    BY SYSTEMATIC EXCHANGE
     With a Systematic Exchange you determine the amount of money ($100 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.
    

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 10.

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, you may establish a Systematic  Exchange for as little as a $100
subsequent purchase per month on established  accounts.  You may establish a new
account with a $500 initial purchase and subsequent $100 systematic exchanges.

If the balance in the account you are exchanging from falls below the systematic
exchange amount,  all remaining shares will be exchanged and the program will be
discontinued.

EXCHANGE POLICIES

o    Except for Systematic Exchanges,  new accounts established by exchange must
     meet the $2,500  minimum,  or be for the total  account  value if less than
     $2,500.

o    Exchanges   between  existing   accounts  must  meet  the  $100  subsequent
     investment requirement.

o    You may  make  four  exchanges  out of the  Fund  during  a  calendar  year
     (exclusive of Systematic  Exchanges) free of charge.  The Fund reserves the
     right to have a $5 transaction fee automatically deducted from your account
     for each additional exchange.
    

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.

QUICK ADDRESS AND TELEPHONE REFERENCE

Regular Mail
Janus Funds
P.O. Box 173375
Denver, CO 80217-3375

   
Express or Certified Mail
Janus Funds
100 Fillmore Street
Denver, CO 80206-4923
    

Janus Investor Services    1-800-525-3713
To speak to a service representative

JETS(R)    1-800-525-6125
For 24-hour access to account and fund information.

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

Janus QuotelineSM 1-800-525-0024
For automated daily quotes on fund share prices, yields and total returns.

Janus Literature Line      1-800-525-8983
To request a prospectus, shareholder reports or marketing materials.

HOW TO REDEEM SHARES

On any business  day,  you may redeem all or a portion of your shares.  REMEMBER
THAT THE FUND IS  CLOSED  TO NEW  INVESTORS  AND IF A TOTAL  REDEMPTION  IS MADE
ADDITIONAL INVESTMENTS IN YOUR FUND ACCOUNT MIGHT NOT BE POSSIBLE.

   
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.
    

IN WRITING

To request a redemption in writing,  please follow the  instructions for written
requests noted on page 10.

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 Fund  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.


   
JANUS VENTURE FUND PROSPECTUS                                  FEBRUARY 18, 1996
    

                                       9
<PAGE>

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.

   
IF THE SHARES BEING REDEEMED WERE  PURCHASED BY CHECK,  TELEPHONE OR THROUGH THE
AUTOMATIC  MONTHLY  INVESTMENT  PROGRAM,  THE FUND MAY DELAY THE PAYMENT OF YOUR
REDEMPTION  PROCEEDS  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 - Investor  Shares during the 15 day hold
period.
    

WRITTEN INSTRUCTIONS

To redeem all or part of your shares in writing,  your request should be sent to
one  of  the  addresses  listed  on  page  8  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 registration
     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 59 1/2)  or  premature  (before  age 59 1/2)  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 the
close of the regular  trading  session.  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,  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.


   
JANUS VENTURE FUND PROSPECTUS                                  FEBRUARY 18, 1996
    

                                       10
<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(TM) 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 customer, 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 your 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 and will not be issued for
accounts  that  do  not  meet  the  minimum   investment   requirements.   Share
certificates  cannot be issued for  retirement  accounts.  In  addition,  if the
certificate is lost, there may be a replacement charge.
    

INVOLUNTARY REDEMPTIONS

       

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.

TEMPORARY SUSPENSION OF SERVICES

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

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  confirmation  statements  unless monthly  statements are
requested.  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  include 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 accounts with the same
record address. Upon request, such 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.


JANUS VENTURE FUND PROSPECTUS                                  FEBRUARY 18, 1996
    

                                       11
<PAGE>

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,  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.

INVESTMENT PERSONNEL

       

   
James P. Goff is Executive Vice President and a co-manager of the Fund. Mr. Goff
joined Janus  Capital in 1988. He has managed  Janus  Enterprise  Fund since its
inception in September 1992 and has co-managed Janus Venture Fund since December
1993.  He holds a Bachelor of Arts in Economics  from Yale  University  and is a
Chartered Financial Analyst.
    

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

   
Warren B. Lammert is Executive  Vice President and a co-manager of the Fund. Mr.
Lammert  joined Janus  Capital in 1987.  He has managed Janus Mercury Fund since
its  inception  in May 1993 and  Janus  Balanced  Fund  from  its  inception  in
September 1992 to December  1993,  and has  co-managed  Janus Venture Fund since
December 1993. He holds a Bachelor of Arts in Economics from Yale University and
a Master of Science in Economic  History from the London School of Economics 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 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                  Annual Rate
Assets of Fund                     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 for the fiscal year ended October 31,
1995 was 0.68% of the value of the Fund's  average  daily net  assets.  The Fund
incurs  expenses  not assumed by Janus  Capital,  including  transfer  agent and
custodian fees and expenses, legal and auditing fees, printing and mailing costs
of  sending  reports  and  other  information  to  existing  shareholders,   and
independent Trustees' fees and expenses.  Janus Capital will reduce its advisory
fee to the extent that Fund  expenses  exceed the  statutory  limits  imposed by
state securities regulators.


JANUS VENTURE FUND PROSPECTUS                                  FEBRUARY 18, 1996
    

                                       12
<PAGE>

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 64105

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

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

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.

   
As of the date of this Prospectus,  the Trust offers 18 separate series three of
which  currently  offer two  classes of shares.  The Fund became a series of the
Trust on August 7, 1992. It was previously  known as Janus Venture Fund, Inc., a
Maryland corporation. All references in this Prospectus to the Fund prior to the
above date are to its  predecessor  entities and all references  after such date
are to the series of the Trust.

The Trust currently offers the other 17 series by other 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 that  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  discontinued  sales of its shares because its management  believes
that a substantial  increase in size may adversely  affect the Fund's ability to
achieve  its  investment   objective  by  reducing  its  flexibility  in  making
investments and in effecting portfolio changes.  Although sales to new investors
have been  discontinued,  existing  shareholders  are  permitted  to continue to
purchase  shares and to reinvest any dividends or capital  gains  distributions.
See the Shareholder's Manual beginning on page 7.

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 Fund's shareholders of record on April 30, 1992, and the
initial  shareholder(s) of all series of the Trust created after April 30, 1992,
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  management  of 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.


JANUS VENTURE FUND PROSPECTUS                                  FEBRUARY 18, 1996
    

                                       13
<PAGE>

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 THE 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  in  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 in additional
     shares.
    

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

   
The Fund reserves the right to reinvest  undeliverable and uncashed dividend and
distribution checks that remain outstanding for six months in shares of the Fund
at the NAV next computed after the check is cancelled.  Subsequent distributions
may also be reinvested.
    

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 meet these  requirements  so that any  earnings on your
investment will not be taxed twice.


JANUS VENTURE FUND PROSPECTUS                                  FEBRUARY 18, 1996
    

                                       14
<PAGE>

APPENDIX A

   
GLOSSARY OF INVESTMENT TERMS

This  glossary  provides  a more  detailed  description  of some of the types of
securities  and other  instruments  in which the 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
stocks 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  managers may
have to reinvest the proceeds  from the  securities  at a lower rate.  Potential
market gains on a security  subject to prepayment  risk may be more limited than
potential  market  gains  on a  comparable  security  that  is  not  subject  to
prepayment risk.

   
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 a 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  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.

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


   
JANUS VENTURE FUND PROSPECTUS                                  FEBRUARY 18, 1996
    

                                       15
<PAGE>

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 may be sold in this manner.

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

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

Forward  contracts  are  contracts  to purchase  or sell a  specified  amount of
property for an agreed upon price at a specified time. Forward contracts are not
currently  exchange traded and are typically  negotiated on an individual basis.
The 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
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  instrument  and may be more
volatile than the  underlying  instrument.  The Fund bears the market risk of an
investment  in the  underlying  instrument,  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.


   
JANUS VENTURE FUND PROSPECTUS                                  FEBRUARY 18, 1996
    

                                       16
<PAGE>


CONTENTS

- --------------------------------------------------------------------------------
FEE TABLE .................................................................    1

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

INVESTMENT OBJECTIVES, POLICIES AND TECHNIQUES ............................    3

INVESTMENT ADVISER AND ADMINISTRATOR ......................................    6

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

PERFORMANCE ...............................................................    8

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

   
SHAREHOLDER'S MANUAL
Types of Account Ownership ................................................    9
How to Open an Account ....................................................   10
Minimum Investment Policies ...............................................   10
How to Purchase Shares ....................................................   10
How to Exchange Shares ....................................................   11
How to Redeem Shares ......................................................   11
     SHAREHOLDER SERVICES AND ACCOUNT POLICIES
Check Writing Privilege ...................................................   13
JETS(R) ...................................................................   13
Transactions Through Processing Organizations .............................   13
Taxpayer Identification Number ............................................   13
Share Certificates ........................................................   13
Involuntary Redemptions ...................................................   13
Telephone Transactions ....................................................   13
Making Changes to Your Account ............................................   13
Statements and Reports ....................................................   13
    



                                     [LOGO]

                            JANUS MONEY MARKET FUND
                       JANUS GOVERNMENT MONEY MARKET FUND
                       JANUS TAX-EXEMPT MONEY MARKET FUND
                                INVESTOR SHARES

   
                              100 Fillmore Street
                             Denver, CO 80206-4923
                                 1-800-525-3713

                               February 18, 1996



Janus Money Market Fund, Janus Government Money Market Fund and Janus Tax-Exempt
Money  Market Fund  (individually  a "Fund" and  collectively  the  "Funds") are
designed for investors who seek maximum current income consistent with stability
of  capital.  This  prospectus  offers a  separate  class of shares of each Fund
(collectively,  the  "Shares")  to the general  public.  Each Fund is a separate
series of Janus Investment Fund (the "Trust"), an open-end management investment
company. Each Fund invests exclusively in high quality money market instruments.
AN  INVESTMENT  IN A  FUND  IS  NEITHER  INSURED  NOR  GUARANTEED  BY  THE  U.S.
GOVERNMENT.  THERE IS NO ASSURANCE THAT A FUND WILL BE ABLE TO MAINTAIN A STABLE
NET ASSET VALUE OF $1.00 PER SHARE.

The Funds are no-load funds.  They sell and redeem the Shares at net asset value
without any sales  charges,  commissions or redemption  fees.  There are no Rule
12b-1 plans or deferred sales charges. There is a low minimum initial investment
if shareholders  choose the automatic monthly investing option described at page
10.  The  minimum  initial  investment  is $2,500  ($500 for  IRAs,  most  other
retirement plans and Uniform Gifts/Transfers to Minors accounts) and the minimum
subsequent  investment is $100.  An exchange  program among other Janus funds is
also  available.  For complete  details on how to purchase,  redeem and exchange
Shares, please see the Shareholder's Manual beginning at page 9.

This prospectus contains information about the Shares that prospective investors
should consider  before  investing and should be read carefully and retained for
future  reference.  Additional  information about the Shares is contained in the
Statement of Additional  Information  ("SAI") dated February 18, 1996,  which is
filed with the Securities and Exchange Commission ("SEC") and is incorporated by
reference  into this  Prospectus.  The SAI is available upon request and without
charge by writing or calling the Funds at the address or telephone  number shown
above.
    

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

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


<PAGE>

FEE TABLE

SHAREHOLDER TRANSACTION EXPENSES (Applicable to each Fund)

     Sales Load Imposed on Purchases                                        None
     Sales Load Imposed on Reinvested Dividends                             None
     Deferred Sales Load                                                    None
     Redemption Fees*                                                       None
     Exchange Fee                                                           None

* An $8 service fee may be charged for redemptions by wire.

ANNUAL OPERATING EXPENSES*
(Expressed as a percentage of average net assets)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
                                                       Management Fee    Other Expenses   Total Operating Expenses
- ------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>                  <C>               <C>  
Janus Money Market Fund-Investor Shares                    0.10%                0.50%             0.60%
Janus Government Money Market Fund-Investor Shares         0.10%                0.50%             0.60%
Janus Tax-Exempt Money Market Fund-Investor Shares         0.10%                0.50%             0.60%
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

EXAMPLE*

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

<TABLE>
   
<CAPTION>
- ------------------------------------------------------------------------------------------
                                                       1 Year   3 Years  5 Years  10 Years
- ------------------------------------------------------------------------------------------
<S>                                                      <C>      <C>      <C>      <C>
Janus Money Market Fund-Investor Shares                  $6       $19      $33      $75
Janus Government Money Market Fund-Investor Shares       $6       $19      $33      $75
Janus Tax-Exempt Money Market Fund-Investor Shares       $6       $19      $33      $75
- ------------------------------------------------------------------------------------------
</TABLE>
                                                     
*The  information  in the table and example  above is based on expenses  for the
fiscal  period ended  October 31, 1995,  net of fee waivers from the  investment
adviser.  Without such waivers,  the  Management  Fee,  Other Expenses and Total
Operating  Expenses would have been 0.20%,  0.50% and 0.70%,  respectively.  See
"Investment  Adviser and  Administrator"  for a more detailed  discussion of the
fees.
    

THE EXPENSES IN THE EXAMPLE ABOVE SHOULD NOT BE CONSIDERED A  REPRESENTATION  OF
PAST OR FUTURE  EXPENSES  AND ACTUAL  EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN. THE ASSUMED 5% ANNUAL RETURN IS HYPOTHETICAL AND SHOULD NOT BE CONSIDERED
A REPRESENTATION OF PAST OR FUTURE ANNUAL RETURNS,  WHICH MAY BE GREATER OR LESS
THAN THE ASSUMED AMOUNT.

The  purpose of the  preceding  table and  example is to assist the  investor in
understanding  the various costs and expenses that an investor in each Fund will
bear directly or  indirectly.  These  expenses are  described in greater  detail
under "Investment Adviser and Administrator."


   
JANUS MONEY MARKET FUNDS - INVESTOR SHARES PROSPECTUS          FEBRUARY 18, 1996
    

                                       1
<PAGE>

   
FINANCIAL HIGHLIGHTS

The  information  below is for the period from February 15, 1995  (inception) to
October 31, 1995.  The accounting  firm of Price  Waterhouse LLP has audited the
Funds'  financial  statements  and their report is included in the Funds' Annual
Report,  which is  incorporated  by reference  into the SAI.  Expense and income
ratios have been annualized while total returns have not been annualized.

<TABLE>
<CAPTION>
                                                      Janus                 Janus                       Janus
                                                  Money Market      Government Money Market    Tax-Exempt Money Market
    Investor Shares                                    Fund                  Fund                        Fund
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                   <C>                        <C>  
 1. Net asset value, beginning of period          $    1.00             $    1.00                   $   1.00
    Income from investment operations:                                                           
 2. Net investment income                               .04                   .04                        .02
 3. Net gains or (losses) on securities                                                          
    (both realized and unrealized)                     --                    --                         --
 4. Total from investment operations                    .04                   .04                        .02
    Less distributions:                                                                          
 5. Dividends (from net investment income)             (.04)                 (.04)                      (.02)
 6. Distributions (from capital gains)                 --                    --                         --
 7. Total distributions                                (.04)                 (.04)                      (.02)
 8. Net asset value, end of period                $    1.00             $    1.00                   $   1.00
 9. Total return                                       3.95%                 3.90%                      2.40%
10. Net assets, end of period (in thousands)      $ 643,219             $ 119,307                   $ 67,479
11. Ratio of expenses to average net assets            0.60%(1)              0.60%(1)                   0.60%(1)
12. Ratio of net investment income                                                               
    to average net assets                              5.56%                 5.40%                      3.38%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)The  ratio of  expenses  to average  net assets  was 0.70%  before  voluntary
reduction of fees.



UNDERSTANDING THE FINANCIAL HIGHLIGHTS

This  section  is  designed  to  help  you  better  understand  the  information
summarized in the  Financial  Highlights  table.  The table  contains  important
historical  operating  information  that may be useful in making your investment
decision or understanding  how your investment has performed.  The Funds' Annual
Report contains additional information about each Fund's performance. For a copy
of the Annual Report, call 1-800-525-8983.

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

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

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

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

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

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


JANUS MONEY MARKET FUNDS - INVESTOR SHARES PROSPECTUS          FEBRUARY 18, 1996
    

                                       2
<PAGE>

INVESTMENT OBJECTIVES, POLICIES AND TECHNIQUES

   
Unless  otherwise  stated,  the investment  objectives and policies set forth in
this  Prospectus are not  fundamental  and may be changed by the Trustees of the
Trust  (the  "Trustees")  without  shareholder  approval.  Shareholders  will be
notified of material changes in investment objectives or policies. If there is a
change in the investment objective or policies of any Fund,  shareholders should
consider  whether that Fund remains an appropriate  investment in light of their
then current  financial  position and needs. The Funds are subject to additional
investment  policies and  restrictions  described in the SAI,  some of which are
fundamental and may not be changed without shareholder approval.
    

INVESTMENT OBJECTIVES

The investment objective of each of Janus Money Market Fund and Janus Government
Money Market Fund is to seek  maximum  current  income to the extent  consistent
with stability of capital.  The investment  objective of Janus  Tax-Exempt Money
Market Fund is to seek maximum current income that is exempt from federal income
taxes to the  extent  consistent  with  stability  of  capital.  There can be no
assurance that a Fund will achieve its  investment  objective or that the Shares
will be able to maintain a stable net asset value of $1.00 per share.

COMMON INVESTMENT POLICIES

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

Except  to the  limited  extent  permitted  by Rule  2a-7  and  except  for U.S.
Government Securities (as defined below), each Fund will not invest more than 5%
of its total  assets in the  securities  of any one issuer.  A guarantor  is not
considered  an issuer for the purpose of this limit  provided  that the value of
all securities held by a Fund that are issued or guaranteed by that  institution
does not exceed 10% of the Fund's total assets.  In the case of Janus Tax-Exempt
Money Market Fund, up to 25% of its assets may be invested without regard to the
foregoing  limitations.  To ensure adequate  liquidity,  no Fund may invest more
than  10% of its  net  assets  in  illiquid  investments,  including  repurchase
agreements  maturing in more than seven days and certain time  deposits that are
subject  to early  withdrawal  penalties  and  mature in more than  seven  days.
Because the Funds are typically used as a cash management  vehicle,  they intend
to maintain a high degree of liquidity.  Janus Capital  determines  and monitors
the liquidity of portfolio securities under the supervision of the Trustees.

RATINGS.

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

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

   
TYPES OF INVESTMENTS
    

JANUS MONEY MARKET FUND

Janus Money  Market Fund pursues its  objective  by investing  primarily in high
quality commercial paper and obligations of financial institutions. The Fund may
also  invest in U.S.  Government  Securities  (as defined  below) and  municipal
securities,  although the Fund expects to invest in such  securities to a lesser
degree.

DEBT SECURITIES.

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

OBLIGATIONS OF FINANCIAL INSTITUTIONS.

The Fund may  invest in  obligations  of  financial  institutions.  Examples  of
obligations  in which the Fund may invest  include  negotiable  certificates  of
deposit, bankers' acceptances and time deposits of U.S. banks (including savings
and loan associations)  having total 


   
JANUS MONEY MARKET FUNDS - INVESTOR SHARES PROSPECTUS          FEBRUARY 18, 1996
    

                                       3
<PAGE>

assets in excess of one  billion  dollars  and U.S.  branches  of foreign  banks
having total assets in excess of ten billion  dollars.  The Fund may also invest
in Eurodollar and Yankee bank obligations as discussed below.

Certificates  of deposit  represent an  institution's  obligation to repay funds
deposited  with it that earn a  specified  interest  rate  over a given  period.
Bankers'  acceptances are negotiable  obligations of a bank to pay a draft which
has been drawn by a customer  and are usually  backed by goods in  international
trade. Time deposits are non-negotiable deposits with a banking institution that
earn a specified interest rate over a given period.  Fixed time deposits,  which
are  payable  at a  stated  maturity  date and  bear a fixed  rate of  interest,
generally  may be  withdrawn  on demand by the Fund but may be  subject to early
withdrawal  penalties  that could  reduce the Fund's  yield.  Unless  there is a
readily  available  market for them,  time  deposits  that are  subject to early
withdrawal  penalties and that mature in more than seven days will be treated as
illiquid securities.

EURODOLLAR OR YANKEE OBLIGATIONS.

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

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

U.S. GOVERNMENT SECURITIES.

The Fund may invest  without  limit in U.S.  Government  Securities as described
below under "Janus Government Money Market Fund."

MUNICIPAL SECURITIES.

The Fund may invest in obligations of states,  territories or possessions of the
United States and their subdivisions,  authorities and corporations as described
below under "Janus  Tax-Exempt  Money Market  Fund." These  obligations  may pay
interest that is exempt from federal income taxation.

JANUS GOVERNMENT MONEY MARKET FUND

Janus   Government   Money  Market  Fund  pursues  its  objective  by  investing
exclusively in obligations issued and/or guaranteed as to principal and interest
by the United  States  government or by its agencies and  instrumentalities  and
repurchase agreements secured by such obligations.

U.S. GOVERNMENT SECURITIES.

   
U.S. Government Securities shall have the meaning set forth in the 1940 Act. The
1940 Act defines U.S.  Government  Securities  to include  securities  issued or
guaranteed  by the U.S.  government,  its agencies and  instrumentalities.  U.S.
Government Securities may also include repurchase  agreements  collateralized by
and  municipal  securities  escrowed  with  or  refunded  with  U.S.  government
securities. U.S. Government Securities in which the Fund may invest include U.S.
Treasury  securities  and  obligations  issued or guaranteed by U.S.  government
agencies and  instrumentalities  that are backed by the full faith and credit of
the  U.S.   government,   such  as  those   guaranteed  by  the  Small  Business
Administration  or issued by the Government  National Mortgage  Association.  In
addition,  U.S.  Government  Securities  in which  the Fund may  invest  include
securities  supported primarily or solely by the creditworthiness of the issuer,
such as securities of the Federal  National  Mortgage  Association,  the Federal
Home Loan Mortgage  Corporation and the Tennessee Valley Authority.  There is no
guarantee  that the U.S.  government  will support  securities not backed by its
full faith and credit. Accordingly,  although these securities have historically
involved little risk of loss of principal if held to maturity,  they may involve
more  risk than  securities  backed  by the full  faith  and  credit of the U.S.
government.
    

JANUS TAX-EXEMPT MONEY MARKET FUND

Janus Tax-Exempt Money Market Fund pursues its objective by investing  primarily
in municipal  securities  whose  interest is exempt from federal  income  taxes,
including the federal alternative minimum tax. Although the Fund will attempt to
invest substantially all of its assets in municipal securities whose interest is
exempt from federal  income  taxes,  the Fund reserves the right to invest up to
20% of the value of its net assets in  securities  whose  interest is  federally
taxable. Additionally, when its portfolio manager is unable to locate investment
opportunities with desirable  risk/reward  characteristics,  the Fund may invest
without limit in cash and cash  equivalents,  including  obligations that may be
federally taxable (See "Taxable Investments").

MUNICIPAL SECURITIES.

The municipal  securities in which the Fund may invest include  municipal  notes
and short-term  municipal  bonds.  Municipal notes are generally used to provide
for the issuer's  short-term  capital needs and generally have maturities of 397
days or less. Examples include tax anticipation and revenue  anticipation notes,
which generally are issued in anticipation of various  seasonal  revenues,  bond
anticipation  notes,  construction  loan notes and tax-exempt  commercial paper.
Short-term  municipal bonds may include  "general  obligation  bonds," which are
secured by the issuer's pledge of its faith, credit and taxing power for payment
of principal and interest;  "revenue  bonds," which are generally  paid from the
revenues of a particular  facility or a specific excise tax or other source; and
"industrial  development  bonds,"  which  are  issued  by or on behalf of public
authorities to provide  funding for various  privately  operated  industrial and
commercial  facilities.  The Fund may also invest in high quality  participation
interests in municipal securities.  A more detailed description of various types
of municipal securities is contained in Appendix B in the SAI.

When the assets and revenues of an agency,  authority,  instrumentality or other
political  subdivision  are separate from those of the  government  creating the
issuing  entity and 


   
JANUS MONEY MARKET FUNDS - INVESTOR SHARES PROSPECTUS          FEBRUARY 18, 1996
    

                                       4
<PAGE>

a security is backed only by the assets and revenues of the issuing entity, that
entity will be deemed to be the sole issuer of the security.  Similarly,  in the
case of an industrial development bond backed only by the assets and revenues of
the non-governmental  issuer, the  non-governmental  issuer will be deemed to be
the sole issuer of the bond.

At times,  the Fund may invest more than 25% of the value of its total assets in
tax-exempt securities that are related in such a way that an economic, business,
or political  development or change  affecting one such security could similarly
affect the other securities;  for example,  securities whose issuers are located
in the same state,  or  securities  whose  interest is derived from  revenues of
similar type  projects.  The Fund may also invest more than 25% of its assets in
industrial development bonds or participation interests therein.

Yields on municipal securities are dependent on a variety of factors,  including
the  general  conditions  of the  money  market  and of the  municipal  bond and
municipal note markets, the size of a particular  offering,  the maturity of the
obligation and the rating of the issue. The achievement of the Fund's investment
objective  is  dependent  in part on the  continuing  ability of the  issuers of
municipal securities in which the Fund invests to meet their obligations for the
payment of principal and interest when due.  Obligations of issuers of municipal
securities  are subject to the  provisions of  bankruptcy,  insolvency and other
laws  affecting  the rights and remedies of  creditors,  such as the  Bankruptcy
Reform Act of 1978, as amended.  Therefore,  the possibility  exists,  that as a
result of litigation or other conditions, the ability of any issuer to pay, when
due, the principal of and interest on its municipal securities may be materially
affected.

MUNICIPAL LEASES.

The Fund may invest in  municipal  leases or  participation  interests  therein.
Municipal leases are municipal  securities which may take the form of a lease or
an installment  purchase or conditional  sales  contract.  Municipal  leases are
issued by state and local  governments and authorities to acquire a wide variety
of equipment and facilities.  Lease obligations may not be backed by the issuing
municipality's credit and may involve risks not normally associated with general
obligation bonds and other revenue bonds. For example, their interest may become
taxable if the lease is assigned  and the holders may incur losses if the issuer
does not appropriate  funds for the lease payment on an annual basis,  which may
result in  termination  of the lease and  possible  default.  Janus  Capital may
determine that a liquid market exists for municipal lease  obligations  pursuant
to guidelines established by the Trustees.

TAXABLE INVESTMENTS.

As discussed above,  although the Fund will attempt to invest  substantially all
of its assets in  municipal  securities  whose  interest is exempt from  federal
income  tax,  the  Fund  may  under  certain  circumstances  invest  in  certain
securities whose interest is subject to such taxation. These securities include:
(i)   short-term   obligations   of  the  U.S.   government,   its  agencies  or
instrumentalities,  (ii)  certificates  of  deposit,  bankers'  acceptances  and
interest-bearing  savings deposits of banks having total assets of more than one
billion dollars and whose deposits are insured by the Federal Deposit  Insurance
Corporation,  (iii) commercial paper and (iv) repurchase agreements as described
below covering any of the securities  described in items  (i)-(iii) above or any
other obligations of the U.S. government, its agencies or instrumentalities.

COMMON INVESTMENT TECHNIQUES

PARTICIPATION INTERESTS.

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

DEMAND FEATURES.

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

VARIABLE AND FLOATING RATE SECURITIES.

The  securities in which the Funds invest may have variable or floating rates of
interest.  These securities pay interest at rates that are adjusted periodically
according to a specified  formula,  usually with reference to some interest rate
index or market interest rate.  Securities  with ultimate  maturities of greater
than 397 days may be purchased only pursuant to Rule 2a-7. Under that Rule, only
those long-term  instruments that have demand features which comply with certain
requirements  and  certain  variable  rate  U.S.  Government  Securities  may be
purchased.  Similar to fixed rate debt  instruments,  variable and floating rate
instruments  are subject to changes in value based on changes in market interest
rates or changes in the issuer's or  guarantor's  creditworthiness.  The rate of
interest on securities purchased


   
JANUS MONEY MARKET FUNDS - INVESTOR SHARES PROSPECTUS          FEBRUARY 18, 1996
    

                                       5
<PAGE>

by a Fund may be tied to short-term  Treasury or other government  securities or
indices on securities that are permissible  investments of the Funds, as well as
other money  market rates of  interest.  The Funds will not purchase  securities
whose values are tied to interest rates or indexes that are not  appropriate for
the duration and volatility standards of a money market fund.

MORTGAGE- AND ASSET-BACKED SECURITIES.

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

REPURCHASE AGREEMENTS.

   
Each Fund may seek additional income by entering into collateralized  repurchase
agreements.  Repurchase  agreements are  transactions  in which a Fund purchases
securities and  simultaneously  commits to resell those securities to the seller
at an agreed-upon price on an agreed-upon future date. The resale price reflects
a market rate of interest  that is not related to the coupon rate or maturity of
the  purchased  securities.  If  the  seller  of  the  securities  underlying  a
repurchase agreement fails to pay the agreed resale price on the agreed delivery
date, a Fund may incur costs in disposing of the  collateral  and may experience
losses if there is any delay in its ability to do so.
    

REVERSE REPURCHASE AGREEMENTS.

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

DELAYED DELIVERY SECURITIES.

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

BORROWING AND LENDING.

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

       

INVESTMENT ADVISER AND ADMINISTRATOR

INVESTMENT ADVISER

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

Pursuant  to  the  Investment  Advisory  Agreements,   Janus  Capital  furnishes
continuous advice and recommendations  concerning each Fund's investments.  Each
of the Funds has agreed to compensate Janus Capital for its advisory services by
the  monthly  payment of a fee at the  annual  rate of 0.20% of the value of the
average daily net assets of each Fund. Until at least the period ending June 16,
1996,  however,  Janus  Capital  has  agreed to waive a  portion  of its fee and
accordingly, the advisory fee of each Fund will be calculated at the annual rate
of 0.10% of the value of each Fund's average daily net assets.


JANUS MONEY MARKET FUNDS - INVESTOR SHARES PROSPECTUS          FEBRUARY 18, 1996
    

                                       6
<PAGE>

ADMINISTRATOR

Each of the Funds has also entered into an  Administration  Agreement with Janus
Capital,  pursuant  to which Janus  Capital  furnishes  certain  administrative,
compliance  and  accounting  services for the Funds,  pays the costs of printing
reports and  prospectuses for existing  shareholders,  provides office space for
the Funds and pays the  salaries,  fees and expenses of all Fund officers and of
those Trustees who are affiliated  with Janus Capital.  Administrative  services
provided by Janus  Capital  under the  Agreements  include  custody and transfer
agency services. Janus Capital is paid a fee, calculated daily and paid monthly,
at the annual rate of 0.50% of the value of the average daily net assets of each
Fund attributable to Shares for services rendered pursuant to the Administration
Agreements.

   
Each Fund pays all of its  expenses  not  assumed  by Janus  Capital,  including
auditing fees and independent Trustees' fees and expenses.
    

PORTFOLIO TRANSACTIONS

   
Purchase and sales of  securities on behalf of each Fund are executed by brokers
and dealers selected by Janus Capital.  Broker-dealers are selected on the basis
of their ability to obtain best price and execution for the Funds'  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 a 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. The Funds'  Trustees have also  authorized  the Funds to place
portfolio  transactions  on  an  agency  basis  with  a  broker-dealer  that  is
affiliated with Janus Capital.  Agency trades, if any, that are placed with such
affiliated  party serve to reduce certain expenses of the Funds. The SAI further
explains the selection of broker-dealers.
    

PERSONAL INVESTING

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

DISTRIBUTIONS AND TAXES

   
Dividends  representing  substantially  all of the net investment income and any
net realized gains on sales of securities are declared daily, Saturdays, Sundays
and holidays  included,  and distributed on the last business day of each month.
If a month begins on a Saturday, Sunday or holiday, dividends for those days are
declared at the end of the  preceding  month and on the first  business day of a
month.  Distributions  will be reinvested in Shares of a Fund or paid in cash at
the election of the shareholder.  If no election is made, all distributions will
be reinvested in additional Shares of a Fund.
    

Shares  purchased by wire on a day on which the Funds  calculate their net asset
value will receive that day's dividend if the purchase is effected prior to 3:00
p.m.  (New York  time) for the Janus  Money  Market and Janus  Government  Money
Market Funds and 12:00 p.m.  (New York time) for Janus  Tax-Exempt  Money Market
Fund. Otherwise, such Shares begin to accrue dividends on the following business
day. Orders for purchase  accompanied by a check or other  negotiable bank draft
will be  accepted  and  effected  as of 4:00 p.m.  (New York time) on the day of
receipt and such Shares will begin to accrue dividends on the first business day
following receipt of the order.

Redemption  orders  effected  on  any  particular  day  will  generally  receive
dividends declared through the day of redemption.  However,  redemptions made by
wire which are received  prior to 3:00 p.m.  (New York time) for the Janus Money
Market and Janus  Government  Money Market Funds and 12:00 p.m.  (New York time)
for Janus Tax-Exempt Money Market Fund will result in Shares being redeemed that
day.  Proceeds of such a redemption  will normally be sent to the  predesignated
account on that day, and that day's dividend will not be received.  Requests for
redemptions  made by wire which are  received  after 3:00 p.m.  (12:00 p.m.  for
Janus  Tax-Exempt  Money  Market Fund) will be processed on that day and receive
that day's dividend, but will not be wired until the following business day.

   
The Funds  reserve the right to require  purchase  and  redemption  requests and
payments  prior to these times on days when the bond market  closes  before 4:00
p.m.

The Funds reserve the right to reinvest  undeliverable and uncashed dividend and
distribution  checks  that  remain  outstanding  for six months in shares of the
applicable  Fund  at the  NAV  next  computed  after  the  check  is  cancelled.
Subsequent distributions may also be reinvested.
    

Distributions  for all of the Funds (except Janus  Tax-Exempt Money Market Fund)
are  taxable   income  and  are  subject  to  federal  income  tax  (except  for
shareholders exempt from income tax), whether such distributions are received in
cash or are reinvested in additional Shares. Full information  regarding the tax
status of income dividends and any capital gains distributions will be mailed to
shareholders  for tax purposes on or before  January 31st of each year.  Because
the Funds are money  market  funds,  they do not  anticipate  making any capital
gains distributions.

Janus Tax-Exempt Money Market Fund  anticipates  that  substantially  all income
dividends it pays will be exempt from  federal  income tax.  However,  dividends
attributable  to interest on taxable  investments,  together with  distributions
from any net  realized  capital  gains,  are taxable.  In addition,  interest on
certain  private  activity  bonds  is a  preference  item  for  purposes  of the
individual and corporate  alternative minimum taxes. To the extent that the Fund
earns such income,  shareholders who are subject to the alternative  minimum tax
must include such income as a preference item. The Fund 


   
JANUS MONEY MARKET FUNDS - INVESTOR SHARES PROSPECTUS          FEBRUARY 18, 1996
    

                                       7
<PAGE>

will advise shareholders of the percentage of dividends,  if any, subject to the
alternative minimum tax.

Dividends and capital gains distributions may also be subject to state and local
taxes. In certain states some portion of dividends and distributions  (depending
on the sources of the Fund's net income) of Janus  Tax-Exempt  Money Market Fund
may be exempt from state and local taxes.  Shareholders should consult their own
tax advisor regarding exemption from any applicable state and local tax, as well
as the tax treatment of any dividends or distributions from the Shares.

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

PERFORMANCE

The  Shares  may  measure  performance  in  several  ways,   including  "yield,"
"effective yield," and "tax equivalent yield" (for Janus Tax-Exempt Money Market
Fund  only).  Yield is a way of showing  the rate of income  the Shares  earn on
investments  as a percentage of the Share price.  Yield  represents  the income,
less expenses generated by an investment,  in the Shares over a seven-day period
expressed as an annual percentage rate. Effective yield is similar in that it is
calculated  over the same time frame,  but instead the net investment  income is
compounded and then  annualized.  Due to the compounding  effect,  the effective
yield will normally be higher than the yield.

Shares of Janus  Tax-Exempt  Money  Market  Fund may also  quote  tax-equivalent
yield, which shows the taxable yield an investor would have to earn before taxes
to equal such Shares'  tax-free yield. A  tax-equivalent  yield is calculated by
dividing  such  Shares'  tax-exempt  yield by the  result  of one minus a stated
federal tax rate.  Only that portion of the Fund's  income that is tax-exempt is
adjusted in this calculation.

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

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

MISCELLANEOUS INFORMATION

ORGANIZATION

   
Each Fund is an open-end management investment company registered under the 1940
Act as a series of the Trust,  which was created on February 11, 1986. Each Fund
currently  offers two  classes of shares by  separate  prospectuses.  The Shares
offered  by  this  Prospectus  are  available  to  the  general  public,   while
Institutional  Shares of each Fund are available  only to investors  meeting the
minimum investment  requirement of $250,000.  Because the expenses of each class
may differ,  the  performance of each class is expected to differ.  If you would
like additional information, please call 1-800-525-3713.
    

TRUSTEES

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

VOTING RIGHTS

   
The Trust is not required to hold annual shareholder meetings.  However, special
meetings may be called for a specific  class of shares,  a specific 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 voting
on matters when required by the 1940 Act. Separate votes are taken by a separate
Fund (or a separate  class of shares)  only if a matter  affects or requires the
vote of just that Fund (or those shares).  Shareholders are entitled to cast one
vote for each Share they own.
    

CUSTODIAN, TRANSFER AGENT AND DISTRIBUTOR

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

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

   
Janus Distributors,  Inc. ("Janus  Distributors"),  100 Fillmore Street, Denver,
Colorado  80206-4923,   a  wholly-owned   subsidiary  of  Janus  Capital,  is  a
distributor of the Shares.


JANUS MONEY MARKET FUNDS - INVESTOR SHARES PROSPECTUS          FEBRUARY 18, 1996
    

                                       8
<PAGE>

   
SHAREHOLDER'S MANUAL

This section will help you become  familiar with the different types of accounts
you can  establish  with Janus.  This section  also  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 our  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.

TYPES OF ACCOUNT OWNERSHIP

If you are investing in the Funds 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.

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
from  current  income  taxes.  A  contribution  to these  plans  may also be tax
deductible. Distributions from a retirement plan 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 serves as custodian for the retirement  plans
offered by the Funds.  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).

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 age 70 1/2
     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.

- --------------------------------------------------------------------------------
MINIMUM INVESTMENTS*
To open a new account .........................................         $2,500
To open a new retirement or UGMA/UTMA account .................         $  500
To open a new account with
  an Automatic Investment Program .............................         $  500**
To add to any type of an account ..............................         $  100

*    The Funds  reserve  the right to change the amount of these  minimums  from
     time to time or to waive  them in whole  or in part  for  certain  types of
     accounts.
**   There is a $100 minimum subsequent investment.
- --------------------------------------------------------------------------------


JANUS MONEY MARKET FUNDS - INVESTOR SHARES PROSPECTUS          FEBRUARY 18, 1996
    

                                       9
<PAGE>

   
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 the following addresses:

Regular Mail
Janus Funds
P.O. Box 173375
Denver, CO 80217-3375

Express or Certified Mail
Janus Funds
100 Fillmore Street
Denver, CO 80206-4923

INVESTOR SERVICE CENTERS

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

100 Fillmore Street, Suite 100
Denver, CO 80206

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

MINIMUM INVESTMENT POLICIES

ACCOUNTS ESTABLISHED AFTER FEBRUARY 15, 1996

Any account  opened  after  February  15,  1996,  must meet  minimum  investment
requirements described at page 9.

ACCOUNTS ESTABLISHED ON OR BEFORE FEBRUARY 15, 1996

o    The minimum  initial  investment  requirement  remains at $1,000  ($250 for
     retirement accounts and UGMA/UTMA accounts) for these accounts only.

o    There is no minimum investment requirement for Automatic Monthly Investment
     Program participants that continue to make subsequent automatic investments
     of at least $50.

o    Subsequent investments (other than automatic monthly investments) must meet
     the $100 minimum.

ALL ACCOUNTS

Due to the  proportionately  higher costs of maintaining  small accounts,  Janus
reserves the right to deduct a $10 annual  maintenance  fee (or the value of the
account if less than $10) from accounts with values below the minimums described
above  or  to  close  such   accounts.   This  policy  will  apply  to  accounts
participating in the Automatic Monthly  Investment  Program only if your account
balance does not reach the required  minimum  initial  investment or falls below
such minimum and you have discontinued monthly investments.  It is expected that
accounts  will be  valued  and the $10 fee  assessed  on the  second  Friday  of
September of each year.  You will receive notice before we charge the $10 fee or
close your account so that you may increase your account balance to the required
minimum.

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 U.S. banks and made payable to Janus Funds.

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

o    If the Funds are unable to debit your predesignated bank account on the day
     of purchase, they may make additional attempts or cancel the purchase.

o    The Funds reserve 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 Funds (or their  agents) have the
authority  to  redeem  shares in your  account(s)  to cover  any  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 $100.  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 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

Janus  offers  several  automatic  investment  plans  to help you  achieve  your
financial  goals as simply  and  conveniently  as  possible.  You may open a new
account with a $500 initial purchase and $100 automatic subsequent investments.

o    AUTOMATIC MONTHLY INVESTMENT PROGRAM
     You  select  the day each month  that your  money  ($100  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.


JANUS MONEY MARKET FUNDS - INVESTOR SHARES PROSPECTUS          FEBRUARY 18, 1996
    

                                       10
<PAGE>

   
o    BY SYSTEMATIC EXCHANGE
     With a Systematic Exchange you determine the amount of money ($100 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.

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 12.

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, you may establish a Systematic  Exchange for as little as a $100
subsequent purchase per month on established  accounts.  You may establish a new
account with a $500 initial purchase and subsequent $100 systematic exchanges.

EXCHANGE POLICIES

o    Except for Systematic Exchanges,  new accounts established by exchange must
     meet the $2,500  minimum,  or be for the total  account  value if less than
     $2,500.

o    Exchanges   between  existing   accounts  must  meet  the  $100  subsequent
     investment requirement.

o    You may make four  exchanges  out of each  non-money  market  fund during a
     calendar year (exclusive of Systematic  Exchanges) free of charge.  You may
     be charged a transaction  fee for exchanges in excess of this limit.  There
     is  currently  no limit on  exchanges  out of the Shares  described in this
     prospectus.

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

o    If the shares in  non-money  market  funds you are  exchanging  are held in
     certificate  form,  you must return the  certificate  to your fund prior to
     making any exchanges.

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

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

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.  Because the Funds seek to maintain a stable net
     asset  value per Share,  it is not  anticipated  that a sale of Shares will
     produce a taxable gain or loss.

QUICK ADDRESS AND TELEPHONE REFERENCE

Regular Mail
Janus Funds
P.O. Box 173375
Denver, CO 80217-3375

Express or Certified Mail
Janus Funds
100 Fillmore Street
Denver, CO 80206-4923

Janus Investor Services    1-800-525-3713
To speak to a service representative

JETS(R)    1-800-525-6125
For 24-hour access to account and
fund information.

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

Janus QuotelineSM 1-800-525-0024
For automated daily quotes on Fund share prices, yields and total returns.

Janus Literature Line      1-800-525-8983
To request a prospectus, shareholder reports or marketing materials.


HOW TO REDEEM SHARES

On any  business  day,  you may  redeem all or a portion  of your  shares.  Your
transaction  will be  processed at the next NAV  calculated  after your order is
received and accepted.

IN WRITING

To request a redemption in writing,  please follow the  instructions for written
requests on page 12.

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.


JANUS MONEY MARKET FUNDS - INVESTOR SHARES PROSPECTUS          FEBRUARY 18, 1996
    

                                       11
<PAGE>

   
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.

IF THE SHARES BEING REDEEMED WERE  PURCHASED BY CHECK,  TELEPHONE OR THROUGH THE
AUTOMATIC MONTHLY  INVESTMENT  PROGRAM,  THE FUNDS MAY DELAY THE PAYMENT OF YOUR
REDEMPTION  PROCEEDS  FOR UP TO 15 DAYS  FROM THE DAY OF  PURCHASE  TO ALLOW THE
PURCHASE TO CLEAR.

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(s)
     o the account number(s)
     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

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 in 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
     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 59
     1/2) or  premature  (before  age 59 1/2) 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.  A 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 the
close of the regular trading session of the NYSE. The Funds reserve the right to
require purchase  requests and payments prior to this time on days when the bond
market closes before the NYSE. NAV per share is calculated by dividing the total
value of a Fund's securities and other assets,  less  liabilities,  by the total
number of shares outstanding. Portfolio securities are valued at their amortized
cost.  Amortized cost valuation  involves  valuing an instrument at its cost and
thereafter  assuming a constant  amortization to maturity (or such other date as
permitted  by Rule 2a-7) of any  discount or premium.  If  fluctuating  interest
rates cause the market  value of a Fund's  portfolio to deviate more than 1/2 of
1% from the value  determined on the basis of amortized  cost, the Trustees will
consider  whether  any  action,  such as  adjusting  the  Share's NAV to reflect
current market conditions,  should be initiated to prevent any material dilutive
effect on shareholders.


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  FUNDS  RESERVE  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,  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.


JANUS MONEY MARKET FUNDS - INVESTOR SHARES PROSPECTUS          FEBRUARY 18, 1996
    

                                       12
<PAGE>

SHAREHOLDER SERVICES AND ACCOUNT POLICIES

CHECK WRITING PRIVILEGE

Check writing  privileges are available for all three Funds.  Checkbooks will be
issued to shareholders  who have completed a Signature Draft Card, which is sent
in the new account  welcome package or by calling  1-800-525-3713.  (There is no
checkwriting  privilege for retirement  accounts.) Your checkbook will be mailed
approximately 10 days after the check writing privilege is requested. Checks may
be written for any amount over but not less than $250 per check.  Purchases made
by check or the Automatic  Monthly  Investment  program may not be redeemed by a
redemption check until the 15-day hold period has passed.  All checks written on
the account must be signed by all account holders unless otherwise  specified on
the original  application  or the  subsequent  Signature  Draft Card.  The Funds
reserve the right to  terminate  or modify the check  writing  privilege  at any
time.

JANUS ELECTRONIC TELEPHONE SERVICE ("JETS")(R)

JETS(R),  our electronic  telephone  service line,  offers you 24-hour access by
TouchTone(TM)  telephone  to obtain  information  on your  account  balance,  to
confirm your last  transaction or the last dividend  posted to your account,  to
order duplicate account or tax statements, to reorder checks or to exchange your
Shares. JETS(R) can be accessed by calling 1-800-525-6125.  Calls on JETS(R) 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
Funds. The Processing Organization may also impose other charges or restrictions
different  from  those  applicable  to  shareholders  who  invest  in the  Funds
directly.  The Processing  Organization,  rather than its customers,  may be the
shareholder  of record of your  shares.  The Funds are 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 Funds 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 Funds 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 Funds for
any penalty that the IRS may impose.

SHARE CERTIFICATES

Share  certificates  are not  available  for the Shares in order to maintain the
general  liquidity  that is  representative  of a money  market fund and to help
facilitate transactions in shareholder accounts.

INVOLUNTARY REDEMPTIONS

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

TELEPHONE TRANSACTIONS

You may initiate many transactions by telephone. The Funds and their 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 Funds 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  Funds  or their  agents  may,  in case of  emergency,  temporarily  suspend
telephone transactions and other shareholder services.
    

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 your  Fund(s),  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 Funds 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 on dividends.  Generally, a statement with
tax information 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 Funds,  which include a list of the Funds'  portfolio
holdings,  will be mailed semiannually to all shareholders.  To reduce expenses,
only one copy of most financial reports will be mailed to accounts with the same
record address. Upon request, such 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.


<PAGE>

CONTENTS

FEE TABLE .................................................................    2

FINANCIAL HIGHLIGHTS ......................................................    3

INVESTMENT OBJECTIVES, POLICIES AND TECHNIQUES ............................    4

INVESTMENT ADVISER AND ADMINISTRATOR ......................................    7

DISTRIBUTIONS AND TAXES ...................................................    8

PERFORMANCE ...............................................................    9

MISCELLANEOUS INFORMATION .................................................    9

SHAREHOLDER'S GUIDE
How to Open an Account ....................................................   10
Purchasing Shares .........................................................   10
How to Exchange Shares ....................................................   11
How to Redeem Shares ......................................................   11
Special Shareholder Services
  and Other Information ...................................................   11



                                     [LOGO]

                            JANUS MONEY MARKET FUND
                       JANUS GOVERNMENT MONEY MARKET FUND
                       JANUS TAX-EXEMPT MONEY MARKET FUND

                              Institutional Shares

   
                              100 Fillmore Street
                             Denver, CO 80206-4923
                                 (800) 29JANUS

                               February 18, 1996



Janus  Money  Market  Fund,  Janus  Government  Money  Market  Fund,  and  Janus
Tax-Exempt  Money Market Fund  (individually,  a "Fund" and,  collectively,  the
"Funds") are designed for investors who seek maximum  current income  consistent
with stability of capital.  This prospectus offers a separate class of shares of
each  Fund  (collectively,   the  "Shares")  exclusively  to  institutional  and
individual  clients  meeting  minimum  investment  requirements.  Each Fund is a
separate series of Janus Investment Fund (the "Trust"),  an open-end  management
investment company.
    

Each Fund invests  exclusively  in high quality  money  market  instruments.  AN
INVESTMENT IN A FUND IS NEITHER  INSURED NOR GUARANTEED BY THE U.S.  GOVERNMENT.
THERE IS NO  ASSURANCE  THAT A FUND WILL BE ABLE TO  MAINTAIN A STABLE NET ASSET
VALUE OF $1.00 PER SHARE.

   
The  Shares  are  offered  only to  investors  meeting  the  minimum  investment
requirements.  The  Shares  are  offered  with no  sales  charges,  commissions,
redemption fees, Rule 12b-1 fees or deferred sales charges.  The minimum initial
investment  is $250,000.  There is no minimum  amount  required  for  subsequent
investments.  However,  accounts  falling below the minimum will be exchanged to
the  Investor  Shares.  For  complete  details  on how to  purchase,  redeem and
exchange Shares, please see the Shareholder's Guide beginning at page 10.

This prospectus contains information about the Shares that prospective investors
should consider  before  investing and should be read carefully and retained for
future  reference.  Additional  information about the Shares is contained in the
Statement of Additional  Information  ("SAI") dated February 18, 1996,  which is
filed with the Securities and Exchange Commission ("SEC") and is incorporated by
reference  into this  Prospectus.  The SAI is available upon request and without
charge by writing or calling the Funds at the address or telephone  number shown
above.
    

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

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

   
JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS              FEBRUARY 18, 1996
    

                                       1
<PAGE>

FEE TABLE

SHAREHOLDER TRANSACTION EXPENSES (Applicable to each Fund)

     Sales Load Imposed on Purchases                                        None
     Sales Load Imposed on Reinvested Dividends                             None
     Deferred Sales Load                                                    None
     Redemption Fees                                                        None
     Exchange Fee                                                           None

ANNUAL OPERATING EXPENSES*
(Expressed as a percentage of average net assets)

<TABLE>
- -----------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                            Management Fee    Other Expenses   Total Operating Expenses
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>               <C>                  <C>  
Janus Money Market Fund - Institutional Shares                   0.10%             0.05%                0.15%
Janus Government Money Market Fund - Institutional Shares        0.10%             0.05%                0.15%
Janus Tax-Exempt Money Market Fund - Institutional Shares        0.10%             0.05%                0.15%
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

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

<TABLE>
   
<CAPTION>
- -----------------------------------------------------------------------------------------------
                                                            1 Year   3 Years  5 Years  10 Years
- -----------------------------------------------------------------------------------------------
<S>                                                           <C>      <C>      <C>       <C>
Janus Money Market Fund - Institutional Shares                $2       $5       $8        $19
Janus Government Money Market Fund - Institutional Shares     $2       $5       $8        $19
Janus Tax-Exempt Money Market Fund - Institutional Shares     $2       $5       $8        $19
- -----------------------------------------------------------------------------------------------
</TABLE>

*The  information  in the table and example  above is based on expenses  for the
fiscal  period ended  October 31, 1995,  net of fee waivers from the  investment
adviser.  Without such waivers,  the  Management  Fee,  Other Expenses and Total
Operating  Expenses would have been 0.20%,  0.15% and 0.35%,  respectively.  See
"Investment  Adviser and  Administrator"  for a more detailed  discussion of the
fees.
    

THE EXPENSES IN THE EXAMPLE ABOVE SHOULD NOT BE CONSIDERED A  REPRESENTATION  OF
PAST OR FUTURE  EXPENSES  AND ACTUAL  EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN. THE ASSUMED 5% ANNUAL RETURN IS HYPOTHETICAL AND SHOULD NOT BE CONSIDERED
A REPRESENTATION OF PAST OR FUTURE ANNUAL RETURNS,  WHICH MAY BE GREATER OR LESS
THAN THE ASSUMED AMOUNT.

The  purpose of the  preceding  table and  example is to assist the  investor in
understanding  the various costs and expenses that an investor in each Fund will
bear directly or  indirectly.  These  expenses are  described in greater  detail
under "Investment Adviser and Administrator."


   
JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS              FEBRUARY 18, 1996
    

                                       2
<PAGE>

   
FINANCIAL HIGHLIGHTS

The  information  below is for the period  from April 14,  1995  (inception)  to
October 31, 1995.  The accounting  firm of Price  Waterhouse LLP has audited the
Funds'  financial  statements  and their report is included in the Funds' Annual
Report,  which is  incorporated  by reference  into the SAI.  Expense and income
ratios have been annualized while total returns have not been annualized.

<TABLE>
<CAPTION>
                                                       Janus                  Janus                      Janus
                                                   Money Market      Government Money Market    Tax-Exempt Money Market
    Institutional Shares                                Fund                   Fund                       Fund
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>                    <C>                        <C>  
 1. Net asset value, beginning of period           $    1.00               $   1.00                   $   1.00
    Income from investment operations:                                                              
 2. Net investment income                                .03                    .03                        .02
 3. Net gains or (losses) on securities                                                             
    (both realized and unrealized)                      --                     --                         --
 4. Total from investment operations                     .03                    .03                        .02
    Less distributions:                                                                             
 5. Dividends (from net investment income)              (.03)                  (.03)                      (.02)
 6. Distributions (from capital gains)                  --                     --                         --
 7. Total distributions                                 (.03)                  (.03)                      (.02)
 8. Net asset value, end of period                 $    1.00               $   1.00                   $   1.00
 9. Total return                                        3.25%                  3.20%                      2.09%
10. Net assets, end of period (in thousands)       $ 304,952               $ 44,164                   $ 11,192
11. Ratio of expenses to average net assets             0.15%                  0.15%                      0.15%
12. Ratio of net investment income                                                                  
    to average net assets                               5.86%                  5.75%                      3.82%
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>


JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS              FEBRUARY 18, 1996
    

                                       3
<PAGE>

INVESTMENT OBJECTIVES, POLICIES AND TECHNIQUES

Unless  otherwise  stated,  the investment  objectives and policies set forth in
this  Prospectus are not  fundamental  and may be changed by the Trustees of the
Trust  (the  "Trustees")  without  shareholder  approval.  Shareholders  will be
notified of material changes in investment objectives or policies. If there is a
change in the investment objective or policies of any Fund,  shareholders should
consider  whether that Fund remains an appropriate  investment in light of their
then current  financial  position and needs. The Funds are subject to additional
investment  policies and  restrictions  described in the SAI,  some of which are
fundamental and may not be changed without shareholder approval.

INVESTMENT OBJECTIVES

The investment  objective of Janus Money Market Fund and Janus  Government Money
Market Fund is to seek  maximum  current  income to the extent  consistent  with
stability of capital.  The investment objective of Janus Tax-Exempt Money Market
Fund is to seek maximum  current income that is exempt from federal income taxes
to the extent  consistent  with stability of capital.  There can be no assurance
that a Fund will  achieve its  investment  objective  or that the Shares will be
able to maintain a stable net asset value of $1.00 per share.

COMMON INVESTMENT POLICIES

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

Except  to the  limited  extent  permitted  by Rule  2a-7  and  except  for U.S.
Government Securities (as defined below), each Fund will not invest more than 5%
of its total  assets in the  securities  of any one issuer.  A guarantor  is not
considered  an issuer for the purpose of this limit,  provided that the value of
all securities held by a Fund that are issued or guaranteed by that  institution
does not exceed 10% of the Fund's total assets.  In the case of Janus Tax-Exempt
Money Market Fund, up to 25% of its assets may be invested without regard to the
foregoing  limitations.  To ensure adequate  liquidity,  no Fund may invest more
than  10% of its  net  assets  in  illiquid  investments,  including  repurchase
agreements  maturing in more than seven days and certain time  deposits that are
subject  to early  withdrawal  penalties  and  mature in more than  seven  days.
Because the Funds are typically used as a cash management  vehicle,  they intend
to maintain a high degree of liquidity.  Janus Capital  determines  and monitors
the liquidity of portfolio securities under the supervision of the Trustees.

RATINGS.

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

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

   
TYPES OF INVESTMENTS
    

JANUS MONEY MARKET FUND

Janus Money  Market Fund pursues its  objective  by investing  primarily in high
quality commercial paper and obligations of financial institutions. The Fund may
also  invest in U.S.  Government  Securities  (as defined  below) and  municipal
securities,  although the Fund expects to invest in such  securities to a lesser
degree.

DEBT SECURITIES.

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

OBLIGATIONS OF FINANCIAL INSTITUTIONS.

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

Certificates  of deposit  represent an  institution's  obligation to repay funds
deposited  with it that earn a  specified  interest  rate  over 


   
JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS              FEBRUARY 18, 1996
    

                                       4
<PAGE>

a given period. Bankers' acceptances are negotiable obligations of a bank to pay
a draft which has been drawn by a customer  and are  usually  backed by goods in
international  trade. Time deposits are  non-negotiable  deposits with a banking
institution that earn a specified interest rate over a given period.  Fixed time
deposits,  which are payable at a stated  maturity date and bear a fixed rate of
interest, generally may be withdrawn on demand by the Fund but may be subject to
early withdrawal penalties that could reduce the Fund's yield. Unless there is a
readily  available  market for them,  time  deposits  that are  subject to early
withdrawal  penalties and that mature in more than seven days will be treated as
illiquid securities.

EURODOLLAR OR YANKEE OBLIGATIONS.

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

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

U.S. GOVERNMENT SECURITIES.

The Fund may invest  without  limit in U.S.  Government  Securities as described
below under "Janus Government Money Market Fund."

MUNICIPAL SECURITIES.

The Fund may invest in obligations of states,  territories or possessions of the
United States and their subdivisions,  authorities and corporations as described
below under "Janus  Tax-Exempt  Money Market  Fund." These  obligations  may pay
interest that is exempt from federal income taxation.

JANUS GOVERNMENT MONEY MARKET FUND

Janus   Government   Money  Market  Fund  pursues  its  objective  by  investing
exclusively in obligations issued and/or guaranteed as to principal and interest
by the United  States  government or by its agencies and  instrumentalities  and
repurchase agreements secured by such obligations.

U.S. GOVERNMENT SECURITIES.

   
U.S. Government Securities shall have the meaning set forth in the 1940 Act. The
1940 Act defines U.S.  Government  Securities  to include  securities  issued or
guaranteed  by the U.S.  government,  its agencies and  instrumentalities.  U.S.
Government Securities may also include repurchase  agreements  collateralized by
and  municipal  securities  escrowed  with  or  refunded  with  U.S.  government
securities. U.S. Government Securities in which the Fund may invest include U.S.
Treasury  securities  and  obligations  issued or guaranteed by U.S.  government
agencies and  instrumentalities  that are backed by the full faith and credit of
the  U.S.   government,   such  as  those   guaranteed  by  the  Small  Business
Administration  or issued by the Government  National Mortgage  Association.  In
addition,  U.S.  Government  Securities  in which  the Fund may  invest  include
securities  supported primarily or solely by the creditworthiness of the issuer,
such as securities of the Federal  National  Mortgage  Association,  the Federal
Home Loan Mortgage  Corporation and the Tennessee Valley Authority.  There is no
guarantee  that the U.S.  government  will support  securities not backed by its
full faith and credit. Accordingly,  although these securities have historically
involved little risk of loss of principal if held to maturity,  they may involve
more  risk than  securities  backed  by the full  faith  and  credit of the U.S.
government.
    

JANUS TAX-EXEMPT MONEY MARKET FUND

Janus Tax-Exempt Money Market Fund pursues its objective by investing  primarily
in municipal  securities  whose  interest is exempt from federal  income  taxes,
including the federal alternative minimum tax. Although the Fund will attempt to
invest substantially all of its assets in municipal securities whose interest is
exempt from federal  income  taxes,  the Fund reserves the right to invest up to
20% of the value of its net assets in  securities  whose  interest is  federally
taxable. Additionally, when its portfolio manager is unable to locate investment
opportunities with desirable  risk/reward  characteristics,  the Fund may invest
without limit in cash and cash  equivalents,  including  obligations that may be
federally taxable (see "Taxable Investments").

MUNICIPAL SECURITIES.

The municipal  securities in which the Fund may invest include  municipal  notes
and short-term  municipal  bonds.  Municipal notes are generally used to provide
for the issuer's  short-term  capital needs and generally have maturities of 397
days or less. Examples include tax anticipation and revenue  anticipation notes,
which generally are issued in anticipation of various  seasonal  revenues,  bond
anticipation  notes,  construction  loan notes and tax-exempt  commercial paper.
Short-term  municipal bonds may include  "general  obligation  bonds," which are
secured by the issuer's pledge of its faith, credit and taxing power for payment
of principal and interest;  "revenue  bonds," which are generally  paid from the
revenues of a particular  facility or a specific excise tax or other source; and
"industrial  development  bonds,"  which  are  issued  by or on behalf of public
authorities to provide  funding for various  privately  operated  industrial and
commercial  facilities.  The Fund may also invest in high quality  participation
interests in municipal securities.  A more detailed description of various types
of municipal securities is contained in Appendix B in the SAI.

When the assets and revenues of an agency,  authority,  instrumentality or other
political  subdivision  are separate from those of the  government  creating the
issuing  entity and a security is backed only by the assets and  revenues of the
issuing  entity,  that  entity  will be  deemed  to be the  sole  issuer  of the
security.  Similarly,  in the case of an industrial development bond backed only
by the assets and revenues of the non-governmental  


   
JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS              FEBRUARY 18, 1996
    

                                       5
<PAGE>

issuer, the non-governmental  issuer will be deemed to be the sole issuer of the
bond.

At times,  the Fund may invest more than 25% of the value of its total assets in
tax-exempt securities that are related in such a way that an economic, business,
or political  development or change  affecting one such security could similarly
affect the other securities;  for example,  securities whose issuers are located
in the same state,  or  securities  whose  interest is derived from  revenues of
similar type  projects.  The Fund may also invest more than 25% of its assets in
industrial development bonds or participation interests therein.

Yields on municipal securities are dependent on a variety of factors,  including
the  general  conditions  of the  money  market  and of the  municipal  bond and
municipal note markets, the size of a particular  offering,  the maturity of the
obligation and the rating of the issue. The achievement of the Fund's investment
objective  is  dependent  in part on the  continuing  ability of the  issuers of
municipal securities in which the Fund invests to meet their obligations for the
payment of principal and interest when due.  Obligations of issuers of municipal
securities  are subject to the  provisions of  bankruptcy,  insolvency and other
laws  affecting  the rights and remedies of  creditors,  such as the  Bankruptcy
Reform Act of 1978, as amended.  Therefore,  the  possibility  exists that, as a
result of litigation or other conditions, the ability of any issuer to pay, when
due, the principal of and interest on its municipal securities may be materially
affected.

MUNICIPAL LEASES.

The Fund may invest in  municipal  leases or  participation  interests  therein.
Municipal leases are municipal  securities which may take the form of a lease or
an installment  purchase or conditional  sales  contract.  Municipal  leases are
issued by state and local  governments and authorities to acquire a wide variety
of equipment and facilities.  Lease obligations may not be backed by the issuing
municipality's credit and may involve risks not normally associated with general
obligation bonds and other revenue bonds. For example, their interest may become
taxable if the lease is assigned  and the holders may incur losses if the issuer
does not appropriate  funds for the lease payment on an annual basis,  which may
result in  termination  of the lease and  possible  default.  Janus  Capital may
determine that a liquid market exists for municipal lease  obligations  pursuant
to guidelines established by the Trustees.

TAXABLE INVESTMENTS.

As discussed above,  although the Fund will attempt to invest  substantially all
of its assets in  municipal  securities  whose  interest is exempt from  federal
income  tax,  the  Fund  may  under  certain  circumstances  invest  in  certain
securities whose interest is subject to such taxation. These securities include:
(i)   short-term   obligations   of  the  U.S.   government,   its  agencies  or
instrumentalities,  (ii)  certificates  of  deposit,  bankers'  acceptances  and
interest-bearing  savings deposits of banks having total assets of more than one
billion dollars and whose deposits are insured by the Federal Deposit  Insurance
Corporation,  (iii) commercial paper and (iv) repurchase agreements as described
below covering any of the securities  described in items  (i)-(iii) above or any
other obligations of the U.S. government, its agencies or instrumentalities.

COMMON INVESTMENT TECHNIQUES

PARTICIPATION INTERESTS.

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

DEMAND FEATURES.

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

VARIABLE AND FLOATING RATE SECURITIES.

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


   
JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS              FEBRUARY 18, 1996
    

                                       6
<PAGE>

the duration and volatility standards of a money market fund.

MORTGAGE- AND ASSET-BACKED SECURITIES.

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

REPURCHASE AGREEMENTS.

   
Each Fund may seek additional income by entering into collateralized  repurchase
agreements.  Repurchase  agreements are  transactions  in which a Fund purchases
securities and  simultaneously  commits to resell those securities to the seller
at an agreed-upon price on an agreed-upon future date. The resale price reflects
a market rate of interest  that is not related to the coupon rate or maturity of
the  purchased  securities.  If  the  seller  of  the  securities  underlying  a
repurchase agreement fails to pay the agreed resale price on the agreed delivery
date, a Fund may incur costs in disposing of the  collateral  and may experience
losses if there is any delay in its ability to do so.
    

REVERSE REPURCHASE AGREEMENTS.

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

DELAYED DELIVERY SECURITIES.

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

BORROWING AND LENDING.

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

       

INVESTMENT ADVISER AND ADMINISTRATOR

INVESTMENT ADVISER

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

Pursuant  to  the  Investment  Advisory  Agreements,   Janus  Capital  furnishes
continuous advice and recommendations  concerning each Fund's investments.  Each
of the Funds has agreed to compensate Janus Capital for its advisory services by
the  monthly  payment of a fee at the  annual  rate of 0.20% of the value of the
average daily net assets of each Fund. Until at least the period ending June 16,
1996,  however,  Janus  Capital  has  agreed to waive a  portion  of its fee and
accordingly, the advisory fee of each Fund will be calculated at the annual rate
of 0.10% of the value of each Fund's average daily net assets.


JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS              FEBRUARY 18, 1996
    

                                       7
<PAGE>

ADMINISTRATOR

   
Each of the Funds has also entered into an  Administration  Agreement with Janus
Capital,  pursuant  to which Janus  Capital  furnishes  certain  administrative,
compliance  and  accounting  services for the Funds,  pays the costs of printing
reports and  prospectuses for existing  shareholders,  provides office space for
the Funds and pays the  salaries,  fees and expenses of all Fund officers and of
those Trustees who are affiliated  with Janus Capital.  Administrative  services
provided by Janus Capital under the  Administration  Agreements  include custody
and transfer agency services.  Janus Capital is paid a fee, calculated daily and
paid monthly,  at the annual rate of 0.15% of the value of the average daily net
assets of each Fund attributable to Shares for services rendered pursuant to the
Administration  Agreements.  At least  for the  period  ending  June  16,  1996,
however, Janus Capital has agreed to waive a portion of its fee and accordingly,
the  administration fee paid by the Shares will be calculated at the annual rate
of 0.05% of the value of each Fund's  average daily net assets  attributable  to
the Shares.

Each Fund pays all of its  expenses  not  assumed  by Janus  Capital,  including
auditing fees and independent Trustees' fees and expenses.
    

PORTFOLIO TRANSACTIONS

Purchases and sales of securities on behalf of each Fund are executed by brokers
and dealers selected by Janus Capital.  Broker-dealers are selected on the basis
of their ability to obtain best price and execution for the Funds'  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 a 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. The Funds'  Trustees have also  authorized  the Funds to place
portfolio  transactions  on  an  agency  basis  with  a  broker-dealer  that  is
affiliated with Janus Capital.  Agency trades, if any, that are placed with such
affiliated  party serve to reduce certain expenses of the Funds. The SAI further
explains the selection of broker-dealers.

PERSONAL INVESTING

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

DISTRIBUTIONS AND TAXES

   
Dividends  representing  substantially  all of the net investment income and any
net realized gains on sales of securities are declared daily, Saturdays, Sundays
and holidays  included,  and distributed on the last business day of each month.
If a month begins on a Saturday, Sunday or holiday, dividends for those days are
declared at the end of the  preceding  month and on the first  business day of a
month.  Distributions  will be  reinvested  in  Shares  of a Fund or  wired to a
predesignated bank account at the election of the shareholder. If no election is
made, all distributions will be reinvested in additional Shares of a Fund.
    

Shares  purchased by wire on a day on which the Funds  calculate their net asset
value will receive that day's dividend if the purchase is effected prior to 3:00
p.m.  (New York  time) for the Janus  Money  Market and Janus  Government  Money
Market  Funds and 12:00  p.m.  (New York  time) for the Janus  Tax-Exempt  Money
Market  Fund.  Otherwise,  such Shares  begin to accrue  dividends  on the first
business day following receipt of the order.

Redemption  orders  effected  on  any  particular  day  will  generally  receive
dividends declared through the day of redemption.  However,  redemptions made by
wire which are received  prior to 3:00 p.m.  (New York time) for the Janus Money
Market and Janus  Government  Money Market Funds and 12:00 p.m.  (New York time)
for Janus Tax-Exempt Money Market Fund will result in Shares being redeemed that
day.  Proceeds of such a redemption  will normally be sent to the  predesignated
account on that day and that day's  dividend will not be received.  Requests for
redemptions  made by wire which are  received  after 3:00 p.m.  (12:00 p.m.  for
Janus  Tax-Exempt  Money  Market Fund) will be processed on that day and receive
that day's dividend, but will not be wired until the following business day.

Distributions  for all of the Funds (except Janus  Tax-Exempt Money Market Fund)
are  taxable   income  and  are  subject  to  federal  income  tax  (except  for
shareholders exempt from income tax), whether such distributions are received in
cash or are reinvested in additional Shares. Full information  regarding the tax
status of income dividends and any capital gains distributions will be mailed to
shareholders  for tax purposes on or before  January 31st of each year.  Because
the Funds are money  market  funds,  they do not  anticipate  making any capital
gains distributions.

Janus Tax-Exempt Money Market Fund  anticipates  that  substantially  all income
dividends it pays will be exempt from  federal  income tax.  However,  dividends
attributable  to interest on taxable  investments,  together with  distributions
from any net  realized  capital  gains,  are taxable.  In addition,  interest on
certain  private  activity  bonds  is a  preference  item  for  purposes  of the
individual and corporate  alternative minimum taxes. To the extent that the Fund
earns such income,  shareholders who are subject to the alternative  minimum tax
must include such income as a preference item. The Fund will advise shareholders
of the percentage of dividends, if any, subject to the alternative minimum tax.


   
JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS              FEBRUARY 18, 1996
    

                                       8
<PAGE>

Dividends and capital gains distributions may also be subject to state and local
taxes. In certain states some portion of dividends and distributions  (depending
on the sources of the Fund's net income) of Janus  Tax-Exempt  Money Market Fund
may be exempt from state and local taxes.  Shareholders should consult their own
tax advisor regarding exemption from any applicable state and local tax, as well
as the tax treatment of any dividends or distributions from the Shares.

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

PERFORMANCE

The  Shares  may  measure  performance  in  several  ways,   including  "yield,"
"effective yield," and "tax equivalent yield" (for Janus Tax-Exempt Money Market
Fund  only).  Yield is a way of showing  the rate of income  the Shares  earn on
investments  as a percentage of the Share price.  Yield  represents  the income,
less expenses generated by an investment,  in the Shares over a seven-day period
expressed as an annual percentage rate. Effective yield is similar in that it is
calculated  over the same time frame,  but instead the net investment  income is
compounded and then  annualized.  Due to the compounding  effect,  the effective
yield will normally be higher than the yield.

Shares of Janus  Tax-Exempt  Money  Market  Fund may also  quote  tax-equivalent
yield, which shows the taxable yield an investor would have to earn before taxes
to equal such Shares'  tax-free yield. A  tax-equivalent  yield is calculated by
dividing  such  Shares'  tax-exempt  yield by the  result  of one minus a stated
federal tax rate.  Only that portion of the Fund's  income that is tax-exempt is
adjusted in this calculation.

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

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

MISCELLANEOUS INFORMATION

ORGANIZATION

Each Fund is an open-end management investment company registered under the 1940
Act as a series of the Trust,  which was created on February 11, 1986. Each Fund
currently  offers two  classes of shares by  separate  prospectuses.  The Shares
offered  by  this  Prospectus  are  available  only  to  institutional  clients,
including corporations,  foundations and trusts, and individuals meeting certain
initial  investment  requirements,  while  Investor  Shares  of  each  Fund  are
available to the general public.  Because the expenses of each class may differ,
the  performance  of each  class  is  expected  to  differ.  If you  would  like
additional information, please call Janus Extended Services at 1-800-29JANUS.

   
SIGNIFICANT SHAREHOLDERS

As of December 1, 1995, the following individuals and/or corporations owned more
than 25% of the Shares of the following Funds: Western Digital Corporation owned
35.23% of Janus Government  Money Market Fund - Institutional  Shares and Thomas
F. Marsico and The Gap,  Inc.  owned 41.66% and 58.34%,  respectively,  of Janus
Tax-Exempt Money Market Fund - Institutional  Shares.  Thus, these  shareholders
may have power to control any vote of the Shares of the Fund.
    

TRUSTEES

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

VOTING RIGHTS

   
The Trust is not required to hold annual shareholder meetings.  However, special
meetings may be called for a specific  class of shares,  a specific 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 voting
on matters when required by the 1940 Act. Separate votes are taken by a separate
Fund (or a separate  class of shares)  only if a matter  affects or requires the
vote of just that Fund (or those shares).  Shareholders are entitled to cast one
vote for each Share they own.
    

CUSTODIAN, TRANSFER AGENT AND DISTRIBUTOR

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

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

   
Janus Distributors,  Inc., 100 Fillmore Street, Denver,  Colorado 80206-4923,  a
wholly-owned subsidiary of Janus Capital, is a distributor of the Shares.


JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS              FEBRUARY 18, 1996
    

                                       9
<PAGE>

SHAREHOLDER'S GUIDE

HOW TO OPEN AN ACCOUNT

ESTABLISHING YOUR ACCOUNT

The Application enclosed with this Prospectus describes the options available to
you  as  an  institutional   shareholder  of  the  Funds.  After  reviewing  the
Application carefully, complete, sign and forward it to:

   
Via Regular Mail                   Via Express Mail - Overnight Delivery
Janus Funds                        Janus Funds
P.O. Box 173375                    100 Fillmore Street
Denver, CO 80217-3375              Denver, CO 80206-4923
Attn: Extended Services            Attn: Extended Services
    

Do not include any purchase money with the Application.  All purchases of Shares
should be effected by wire transfer.  See "Purchasing Shares." The Funds reserve
the right to  suspend  the  offering  of the  Shares for a period of time and to
reject any specific purchase request.

   
You may set up your account for Investment  Retirement Plan rollovers (in excess
of $250,000) under a tax-sheltered retirement plan. A retirement plan allows you
to shelter your  investment  income from current income taxes. A contribution to
these plans may also be tax deductible. Distributions from a retirement plan 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 serves as custodian for the retirement  plans
offered by the Funds.  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).

Please refer to the Janus Funds IRA booklet for complete  information  regarding
IRAs.  You will need a special  application  to be enrolled in the plan.  For an
application and more details, call 1-800-525-3713.
    

TAXPAYER IDENTIFICATION NUMBERS

   
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 Funds 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 Funds for
any penalty that the IRS may impose.
    

DISTRIBUTION OPTIONS

Shareholders  have the  option  of  having  their  dividends  and  distributions
automatically  reinvested in Shares of a Fund or wired to a  predesignated  bank
account.  If no  election  is made,  all  dividends  and  distributions  will be
reinvested in additional Shares.

PURCHASING SHARES

   
You must  establish a Fund account and receive an account  number  before making
purchases  by wire.  Requests  to  purchase  Janus  Money  Market Fund and Janus
Government  Money  Market Fund  received  before 3:00 p.m.  (New York time) will
receive  dividends  declared on the purchase  date.  Requests to purchase  Janus
Tax-Exempt  Money Market Fund must be received before 12:00 p.m. (New York time)
in order to receive the dividend  declared on the day of purchase.  In addition,
the Funds'  transfer  agent must receive  payment in federal  funds by 4:00 p.m.
(New York time).  The Funds reserve the right to require  purchase  requests and
payments  prior to these times on days when the bond market  closes  before 4:00
p.m. (New York time).  Purchase  orders  received after these times will receive
the dividend declared the following day.
    

WIRE INSTRUCTIONS:

Request your bank to transmit  immediately  available funds by wire for purchase
of Shares to the Funds' custodian bank as follows:

United Missouri Bank, N.A., Kansas City, Missouri
ABA # 101000695
BNF = Janus Money Market Funds Account # 9870610000
For credit to:      Name of Shareholder:
                    Shareholder Account No.:
                    Name of Fund(s):

Complete  information  regarding  your  account  must be  included  in all  wire
instructions in order to facilitate prompt and accurate handling of investments.
Please contact the Janus Extended Services Team at 1-800-29JANUS when you intend
to make a wire purchase.

The  Funds do not  charge  any fees for  transactions  by wire in  Shares of the
Funds.

Once you have  established  a Fund  account,  you may  purchase  Shares for such
account or open  additional  accounts  with other  Funds at any time.  The Funds
reserve the right to suspend the  offering of Shares for a period of time and to
reject any specific  purchase  request.  If you have any questions,  please call
1-800-29JANUS.

MINIMUM INVESTMENT

   
The minimum  initial  investment  in the Shares is  $250,000.  The Funds may, in
their discretion,  waive this minimum under certain  circumstances  but, in such
event,  the  minimum  must be  reached  within 90 days of opening  the  account.
Shareholders  who do not maintain the  $250,000  minimum will be exchanged  into
Investor Shares.
    

NET ASSET VALUE

The net asset  value  ("NAV")  of the Shares is  determined  at the close of the
regular trading session of the New York Stock Exchange  (normally 4:00 p.m., New
York time) each day that the Exchange is open.  NAV per share is  determined  by
dividing the total value of the securities and other assets,  less  liabilities,
by the total number of Shares  outstanding.  Portfolio  securities are valued at
their amortized 


   
JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS              FEBRUARY 18, 1996
    

                                       10
<PAGE>

cost.  Amortized cost valuation  involves  valuing an instrument at its cost and
thereafter  assuming a constant  amortization to maturity (or such other date as
permitted  by Rule 2a-7) of any  discount or premium.  If  fluctuating  interest
rates cause the market  value of a portfolio to deviate more than 1/2 of 1% from
the value  determined on the basis of amortized cost, the Trustees will consider
whether any action,  such as adjusting the Share's NAV to reflect current market
conditions,  should be  initiated  to prevent any  material  dilutive  effect on
shareholders.

SHARE CERTIFICATES

Share  certificates  are not  available  for the Shares in order to maintain the
general  liquidity  that is  representative  of a money  market fund and to help
facilitate transactions in shareholder accounts.

HOW TO EXCHANGE SHARES

The Janus funds include  several funds with a variety of investment  objectives.
You may  exchange  your  Shares  for  shares  of any  other  Janus  fund that is
available to the public and  registered  in your state of  residence.  There are
certain procedures which should be followed to effect the transfer of the entire
or partial  balance in your  Shares to one of the other Janus  funds.  The Funds
reserve the right to reject any exchange  request and to modify or terminate the
exchange privilege at any time. For example, the Funds may reject exchanges from
accounts engaged in excessive  trading  (including  market timing  transactions)
that are detrimental to the Funds. If you would like more information  regarding
this option, please call the Janus Extended Services Team at 1-800-29JANUS.

HOW TO REDEEM SHARES

PARTIAL OR COMPLETE REDEMPTIONS

You may redeem all or a portion of your Shares on any  business day that the New
York Stock  Exchange  is open.  Your  Shares  will be  redeemed  at the NAV next
calculated  after your Fund has received your  redemption  request in good order
and meeting all the requirements of this Prospectus. Proceeds of such redemption
generally  will be wired to your  predesignated  bank  account  as of the day of
redemption unless that day is a bank holiday, in which case, redemption proceeds
will be wired on the next bank business day.

IN WRITING

To redeem all or part of your Shares in writing, send a letter of instruction to
the following address:

Via Regular Mail                   Via Express Mail - Overnight Delivery
Janus Funds                        Janus Funds
P.O. Box 173375                    100 Fillmore Street
Denver, CO 80217-3375              Denver, CO 80206-4923
Attn: Extended Services            Attn: Extended Services

   
The  letter  should  be on  company  letterhead  (in the  case of  institutional
clients)  and  should  specify  the name of the  Fund,  the  number of Shares or
dollars being redeemed, the account number, appropriate wiring instructions, the
name(s) on the account,  your name and your daytime telephone number. The letter
must be signed by an authorized person whose signature is on file with the Fund.

For IRA shareholders,  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 59 1/2) or
premature (before age 59 1/2) and, if premature,  whether any exceptions such as
death  or  disability  apply  with  regard  to the 10%  additional  tax on early
distributions.
    

BY TELEPHONE

   
Shares may be redeemed by  telephone.  If a request for a redemption is received
by 3:00 p.m.  (New York time) for Janus Money  Market Fund and Janus  Government
Money Market Fund and by 12:00 p.m. (New York time) for Janus  Tax-Exempt  Money
Market Fund,  Shares will be redeemed and the redemption amount wired in federal
funds to the shareholder's  predesignated bank account that day. After 3:00 p.m.
(12:00 p.m. for Janus Tax-Exempt  Money Market Fund), a redemption  request will
be  processed  at that  day's NAV and will  include  that day's  dividends,  but
generally  will not be wired until the next  business day. The Funds reserve the
right to require redemption  requests prior to these times on days when the bond
market closes before 4:00 p.m. (New York time).  There is no fee for redemptions
by wire.
    

BY A FUND

Your  account  may be  terminated  by  your  Fund  if,  due to the  transfer  or
redemption of Shares,  the value of the  remaining  Shares in your account falls
below the minimum investment required to open a new account, or if you engage in
illegal or other conduct  detrimental to the Funds.  In the case of insufficient
account  size,  your Fund will notify you that you have 60 days to increase your
account to the minimum required before redeeming your account.

SPECIAL SHAREHOLDER SERVICES AND OTHER INFORMATION

PORTFOLIO INFORMATION

You may call  1-800-29JANUS  by  TouchTone(TM) telephone  for  access to certain
information  regarding your account,  including  current yield and dividend rate
information, Monday through Friday from 7:00 a.m. to 10:00 p.m. (New York time).

TELEPHONE INSTRUCTIONS

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

ACCOUNT ADDRESS AND NAME CHANGES

To change the  address on your  account,  you may call  1-800-29JANUS  or send a
written request signed by all registered owners of your account.  Please include
the name of the Fund(s),  the account number(s),  


   
JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS              FEBRUARY 18, 1996
    

                                       11
<PAGE>

   
the name(s) on the account and both the old and new addresses.  Within the first
10  days  of  an  address  change,  redemptions  by  institutional  clients  are
permissible only if the redemption  proceeds are wired to a pre-designated  bank
account or you provide the Funds with appropriate corporate resolutions changing
wire instructions. Please call 1-800-29JANUS for additional information.
    

To change  the name on an  account,  the  Shares  must be  transferred  to a new
account.  Such  a  change  generally  requires  written  instructions  with  the
guaranteed  signatures of all registered  owners,  as well as an Application and
supporting legal  documentation,  if applicable.  Please call  1-800-29JANUS for
additional information.

STATEMENTS AND REPORTS

Each shareholder  will receive daily  confirmations of purchases and redemptions
made in the Funds. On the last day of each month, the shareholder will receive a
statement  reporting all purchases and redemptions  made during that month,  and
dividends paid during the month.

Twice  each  year  you will  receive  the  financial  statements  of the  Funds,
including a statement listing portfolio securities. To reduce expenses, only one
copy of most  reports  (such as the Funds'  Annual  Report) may be mailed to all
accounts with the same tax identification  number.  Please call 1-800-29JANUS if
you need additional reports sent each time.

TEMPORARY SUSPENSION OF SERVICES

The Funds or their agents may temporarily  suspend  telephone  transactions  and
other shareholder  services  described in this Prospectus upon reasonable notice
or to the extent  that any  circumstance  reasonably  beyond the  control of the
Funds or their agents materially hampers the provision of such services.


   
JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS              FEBRUARY 18, 1996
    


                                       12
<PAGE>

                                     [LOGO]

                             JANUS INVESTMENT FUND

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

                      STATEMENT OF ADDITIONAL INFORMATION
                               February 18, 1996
    





         GROWTH FUNDS                        FIXED-INCOME FUNDS

   
          Janus Fund                     Janus Flexible Income Fund
       Janus Twenty Fund       Janus Intermediate Government Securities Fund
     Janus Enterprise Fund               Janus Short-Term Bond Fund
       Janus Mercury Fund               Janus Federal Tax-Exempt Fund
      Janus Worldwide Fund
       Janus Overseas Fund
    

                               COMBINATION FUNDS

                          Janus Growth and Income Fund
                              Janus Balanced Fund



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

     This SAI is not a  Prospectus  and should be read in  conjunction  with the
Prospectus  of each Fund dated  February  18,  1996,  which is  incorporated  by
reference  into this SAI and may be  obtained  from the Trust at the above phone
number or address.  This SAI contains  additional and more detailed  information
about the Funds' operations and activities than the Prospectus.
    


                                       1
<PAGE>

                             JANUS INVESTMENT FUND
                      STATEMENT OF ADDITIONAL INFORMATION
                               TABLE OF CONTENTS

                                                                            Page
- --------------------------------------------------------------------------------
Investment Policies, Restrictions and Techniques ..........................    3

  Investment Objectives ...................................................    3

  Portfolio Policies ......................................................    4

  Investment Restrictions Applicable to All Funds .........................    4

  Investment Policies Applicable to Certain Funds .........................    6

  Types of Securities and Investment Techniques ...........................    7

     Illiquid Investments .................................................    7

     Zero Coupon, Pay-In-Kind and Step Coupon Securities ..................    7

     Pass-Through Securities ..............................................    8

   
     Depositary Receipts ..................................................    8
    

     Municipal Obligations ................................................    9

     Other Income-Producing Securities ....................................    9

     Repurchase and Reverse Repurchase Agreements .........................    9

     High-Yield/High-Risk Bonds ...........................................   10

     Futures, Options and Other Derivative Instruments ....................   10

Investment Adviser ........................................................   17

Custodian, Transfer Agent and Certain Affiliations ........................   19

Portfolio Transactions and Brokerage ......................................   20

Officers and Trustees .....................................................   22

Purchase of Shares ........................................................   25

  Net Asset Value Determination ...........................................   25

  Reinvestment of Dividends and Distributions .............................   26

Redemption of Shares ......................................................   26

Shareholder Accounts ......................................................   26

   
  Telephone Transactions ..................................................   26
    

  Systematic Withdrawals ..................................................   26

Retirement Plans ..........................................................   27

Income Dividends, Capital Gains Distributions and Tax Status ..............   27

Principal Shareholders ....................................................   28

Miscellaneous Information .................................................   28

  Shares of the Trust .....................................................   29

  Voting Rights ...........................................................   29

  Independent Accountants .................................................   29

  Registration Statement ..................................................   29

Performance Information ...................................................   30

Financial Statements ......................................................   31
- --------------------------------------------------------------------------------


                                       2
<PAGE>

INVESTMENT POLICIES, RESTRICTIONS AND TECHNIQUES

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

INVESTMENT OBJECTIVES

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

   
     Janus Twenty Fund is a  nondiversified  fund that seeks long-term growth of
capital.  Under normal  conditions,  this Fund concentrates its investments in a
core position of 20-30 common stocks.

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

     Janus Mercury Fund is a nondiversified  fund that seeks long-term growth of
capital by investing in a large number of common  stocks of issuers of any size,
including  larger,  well-established  companies  and  smaller,  emerging  growth
companies.
    

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

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

     Janus  Growth  and  Income  Fund is a  diversified  fund  that  seeks  both
long-term capital growth and current income. Janus Growth and Income Fund places
a stronger  emphasis on the growth  objective and normally  invests up to 75% of
its assets in common stocks selected primarily for their growth potential and at
least 25% of its assets in securities  selected for their income  potential.  In
unusual circumstances, the Fund may reduce the growth component of its portfolio
to 25% of its assets.

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

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

     Janus  Intermediate  Government  Securities Fund is a diversified fund that
seeks as high a level of current income as is consistent  with the  preservation
of capital by investing  primarily in  obligations of the U.S.  government,  its
agencies and  instrumentalities.  It will normally  maintain an average weighted
maturity of greater than three years and less than ten years.

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

     Janus Federal  Tax-Exempt  Fund is a diversified  fund that seeks as high a
level of current  income exempt from federal  income tax as is  consistent  with
preservation of capital.  It will normally invest at least 80% of its net assets
in securities whose income is not subject to federal income tax.


                                       3
<PAGE>

PORTFOLIO POLICIES

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

Fund Name                                                     1995       1994
- --------------------------------------------------------------------------------
Janus Fund                                                    118%       139%
Janus Twenty Fund                                             147%       102%
Janus Enterprise Fund                                         194%       193%
Janus Mercury Fund                                            201%       283%
Janus Worldwide Fund                                          142%       158%
Janus Overseas Fund                                           188%       181%(1)
Janus Growth and Income Fund                                  195%       123%
Janus Balanced Fund                                           185%       167%
Janus Flexible Income Fund                                    250%       137%
Janus Intermediate Government Securities Fund                 252%       304%
Janus Short-Term Bond Fund                                    337%       346%
Janus Federal Tax-Exempt Fund                                 164%       160%
- --------------------------------------------------------------------------------
(1) May 2, 1994 (inception) to October 31, 1994;  annualized for periods of less
than one year.
    

INVESTMENT RESTRICTIONS APPLICABLE TO ALL FUNDS

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

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

     (2)  Invest  more than 25% of the value of their  respective  assets in any
particular industry (other than U.S. government securities);  provided, however,
that for  Janus  Federal  Tax-Exempt  Fund  this  limitation  does not  apply to
municipal  obligations.  For the purposes of this  limitation  only,  industrial
development  bonds  issued by  nongovernmental  users  shall not be deemed to be
municipal   obligations.   Industrial  development  bonds  shall  be  classified
according to the industry of the entity that has the ultimate responsibility for
the payment of principal and interest on the obligation.

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

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

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

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


                                       4
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

     (j) The Funds do not  currently  intend to purchase  any  security or enter
into a repurchase  agreement if, as a result,  more than 15% of their respective
net assets would be invested in repurchase  agreements  not entitling the holder
to payment of principal and interest  within seven days and in  securities  that
are  illiquid by virtue of legal or  contractual  restrictions  on resale or the
absence of a readily  available market.  The Trustees,  or the Funds' investment


                                       5
<PAGE>

adviser acting  pursuant to authority  delegated by the Trustees,  may determine
that a readily  available  market  exists  for  securities  eligible  for resale
pursuant to Rule 144A under the Securities Act of 1933 ("Rule 144A Securities"),
or any successor to such rule, Section 4(2) commercial paper and municipal lease
obligations.  Accordingly,  such  securities may not be subject to the foregoing
limitation.

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

     For the purposes of these investment  restrictions,  the  identification of
the issuer of a municipal  obligation depends on the terms and conditions of the
security.  When assets and revenues of a political subdivision are separate from
those of the government  that created the subdivision and the security is backed
only by the assets and revenues of the subdivision, the subdivision is deemed to
be the sole issuer. Similarly, in the case of an industrial development bond, if
the bond is backed only by assets and revenues of a  nongovernmental  user, then
the nongovernmental  user would be deemed to be the sole issuer. If, however, in
either  case,  the  creating  government  or some other  entity  guarantees  the
security,  the guarantee  would be considered a separate  security that would be
treated as an issue of the guaranteeing entity.

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

INVESTMENT POLICIES APPLICABLE TO CERTAIN FUNDS

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

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

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

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

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

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

   
     Janus Intermediate  Government  Securities Fund. As an operational  policy,
this Fund will not invest in any debt  security  that,  at the time of purchase,
causes the  portfolio of the Fund's debt  securities  to have a  dollar-weighted
average,  then  remaining term to maturity of less than three years or more than
10 years. The portfolio  manager will consider the estimated  prepayment date of
mortgage-backed  securities in computing the portfolio's 
    


                                       6
<PAGE>

   
maturity.  The Fund may not invest more than 20% of its net assets in commercial
paper.  All commercial  paper shall be rated in the highest rating category of a
Nationally Recognized  Statistical Rating Organization  ("NRSRO") at the time of
purchase.
    

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

     Janus Federal  Tax-Exempt  Fund. As a  fundamental  policy,  this Fund will
normally invest at least 80% of its net assets in securities whose income is not
subject to federal income taxes, including the alternative minimum tax.

TYPES OF SECURITIES AND INVESTMENT TECHNIQUES

   
ILLIQUID INVESTMENTS

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

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

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

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

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


                                       7
<PAGE>

PASS-THROUGH SECURITIES

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

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

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

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

     Asset-backed  securities represent interests in pools of consumer loans and
are backed by paper or accounts  receivables  originated  by banks,  credit card
companies  or other  providers of credit.  Generally,  the  originating  bank or
credit provider is neither the obligor or guarantor of the security and interest
and principal payments ultimately depend upon payment of the underlying loans by
individuals.  Tax-exempt  asset-backed  securities  include  units of beneficial
interests in pools of purchase contracts, financing leases, and sales agreements
that may be created  when a  municipality  enters into an  installment  purchase
contract or lease with a vendor.  Such  securities  may be secured by the assets
purchased or leased by the  municipality;  however,  if the  municipality  stops
making  payments,  there generally will be no recourse  against the vendor.  The
market for tax-exempt  asset-backed  securities is still  relatively  new. These
obligations are likely to involve unscheduled prepayments of principal.

   
DEPOSITARY RECEIPTS

     The Funds may  invest in  sponsored  and  unsponsored  American  Depositary
Receipts  ("ADRs"),  which  are  receipts  issued by an  American  bank or trust
company evidencing ownership of underying securities issued by a foreign issuer.
ADRs,  in  registered  form,  are designed for use in U.S.  securities  markets.
Unsponsored ADRs may be created without the participation of the foreign issuer.
Holders of these ADRs generally bear all the costs of the ADR facility,  whereas
foreign  issuers  typically  bear certain costs in a sponsored  ADR. The bank or
trust  company  
    


                                       8
<PAGE>

   
depositary  of an  unsponsored  ADR may be under  no  obligation  to  distribute
shareholder  communications  received from the foreign issuer or to pass through
voting  rights.  The  Funds  may also  invest in  European  Depositary  Receipts
("EDRs"),  receipts  issued by a European  financial  institution  evidencing an
arrangement   similar  to  that  of  ADRs,  and  in  other  similar  instruments
representing securities of foreign companies. EDRs, in bearer form, are designed
for use in European securities markets.
    

MUNICIPAL OBLIGATIONS

     The Funds may invest in municipal obligations issued by states, territories
and possessions of the United States and the District of Columbia. Janus Federal
Tax-Exempt  Fund may, at times,  invest more than 25% of the value of its assets
in industrial  development bonds, a type of revenue bond which,  although issued
by a public  authority,  may be backed  only by the  credit  and  security  of a
private issuer, thus presenting a greater credit risk.

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

OTHER INCOME-PRODUCING SECURITIES

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

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

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

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

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

     The Funds  will  purchase  standby  commitments,  tender  option  bonds and
instruments  with demand  features  primarily for the purpose of increasing  the
liquidity of their portfolios.

       

REPURCHASE AND REVERSE REPURCHASE AGREEMENTS

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

     A Fund may use reverse  repurchase  agreements  to provide  cash to satisfy
unusually heavy redemption requests or for other temporary or emergency purposes
without the necessity of selling  portfolio  securities,  or to earn  additional
income on portfolio  securities,  such as Treasury bills or notes.  In a reverse
repurchase  agreement,  a Fund sells 


                                       9
<PAGE>

a  portfolio  security to another  party,  such as a bank or  broker-dealer,  in
return for cash and agrees to repurchase  the  instrument at a particular  price
and time.  While a reverse  repurchase  agreement  is  outstanding,  a Fund will
maintain cash and appropriate liquid assets in a segregated custodial account to
cover its  obligation  under the  agreement.  The Funds will enter into  reverse
repurchase agreements only with parties that Janus Capital deems creditworthy.

       

HIGH-YIELD/HIGH-RISK BONDS

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

     Each  Fund may also  invest in  unrated  debt  securities  of  foreign  and
domestic  issuers.  Unrated debt,  while not  necessarily  of lower quality than
rated  securities,  may not  have as  broad a  market.  Because  of the size and
perceived demand of the issue, among other factors,  certain  municipalities may
not incur the costs of  obtaining  a rating.  A Fund's  portfolio  manager  will
analyze the creditworthiness of the issuer, as well as any financial institution
or other party responsible for payments on the security,  in determining whether
to purchase unrated municipal bonds. Unrated debt securities will be included in
the 35% limit of each Fund unless its portfolio manager deems such securities to
be the equivalent of investment grade securities.
    

FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS

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

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

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

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


                                       10
<PAGE>

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

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

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

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

     The  prices of futures  contracts  depend  primarily  on the value of their
underlying  instruments.  Because there are a limited number of types of futures
contracts, it is possible that the standardized futures contracts available to a
Fund will not match exactly such Fund's current or potential investments. A Fund
may  buy and  sell  futures  contracts  based  on  underlying  instruments  with
different  characteristics  from the securities in which it typically  invests -
for  example,  by hedging  investments  in portfolio  securities  with a futures
contract  based on a broad index of securities - which  involves a risk that the
futures  position  will not correlate  precisely  with the  performance  of such
Fund's investments.

     Futures  prices  can also  diverge  from  the  prices  of their  underlying
instruments,  even if the underlying instruments closely correlate with a Fund's
investments.  Futures  prices  are  affected  by  factors  such as  current  and
anticipated  short-term interest rates,  changes in volatility of the underlying
instruments  and the time  remaining  until  expiration of the  contract.  Those
factors may affect securities prices differently from futures prices.  Imperfect
correlations  between a Fund's  investments  and its futures  positions also may
result from differing levels of demand in the futures 


                                       11
<PAGE>

markets and the securities markets,  from structural  differences in how futures
and securities are traded, and from imposition of daily price fluctuation limits
for futures  contracts.  A Fund may buy or sell futures contracts with a greater
or  lesser  value  than the  securities  it  wishes  to hedge or is  considering
purchasing  in order to attempt to  compensate  for  differences  in  historical
volatility  between the futures  contract and the securities,  although this may
not be successful in all cases.  If price changes in a Fund's futures  positions
are poorly correlated with its other investments, its futures positions may fail
to produce desired gains or result in losses that are not offset by the gains in
that Fund's other investments.

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

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

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

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

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

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


                                       12
<PAGE>

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

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

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

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

     Options  on  Foreign  Currencies.  The Funds may buy and write  options  on
foreign  currencies  in a manner  similar  to that in which  futures  or forward
contracts on foreign currencies will be utilized.  For example, a decline in the
U.S.  dollar  value of a foreign  currency  in which  portfolio  securities  are
denominated will reduce the U.S. dollar value of such securities,  even if their
value in the foreign currency remains constant. In order to protect against such
diminutions in the value of portfolio securities,  a Fund may buy put options on
the foreign currency. If the value of the currency declines, such Fund will have
the right to sell such  currency  for a fixed  amount in U.S.  dollars,  thereby
offsetting, in whole or in part, the adverse effect on its portfolio.

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


                                       13
<PAGE>

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

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

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

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

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

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

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

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

     The  writer  of an option  may have no  control  over  when the  underlying
securities must be sold, in the case of a call option, or bought, in the case of
a put option,  since with regard to certain options,  the writer may be assigned
an  exercise  notice at any time  prior to the  termination  of the  obligation.
Whether or not an option expires  unexercised,  the writer retains the amount of
the premium.  This amount, of course, may, in the case of a covered call option,
be 


                                       14
<PAGE>

offset by a decline in the market value of the  underlying  security  during the
option period. If a call option is exercised, the writer experiences a profit or
loss from the sale of the underlying security. If a put option is exercised, the
writer  must  fulfill  the  obligation  to buy the  underlying  security  at the
exercise  price,  which  will  usually  exceed  the  then  market  value  of the
underlying security.

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

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

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

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

     A Fund may write options in connection with buy-and-write transactions.  In
other words, a Fund may buy a security and then write a call option against that
security.  The exercise  price of such call will depend upon the expected  price
movement of the underlying security.  The exercise price of a call option may be
below ("in-the-money"),  equal to ("at-the-money") or above ("out-of-the-money")
the current value of the underlying  security at the time the option is written.
Buy-and-write  transactions  using in-the-money call options may be used when it
is  expected  that the price of the  underlying  security  will  remain  flat or
decline  moderately during the option period.  Buy-and-write  transactions using
at-the-money  call options may be used when it is expected that the price of the
underlying  security will remain fixed or advance  moderately  during the option
period.  Buy-and-write  transactions using  out-of-the-money call options may be
used when it is expected that the premiums received from writing the call option
plus the  appreciation in the market price of the underlying  security up to the
exercise  price  will be  greater  than  the  appreciation  in the  price of the
underlying   security   alone.  If  the  call  options  are  exercised  in  such
transactions,  a Fund's  maximum  gain will be the  premium  received  by it for
writing the option, adjusted upwards or downwards by the difference between that
Fund's purchase price of the security and the exercise price. If the options are
not exercised and the price of the underlying  security declines,  the amount of
such decline will be offset by the amount of premium received.

     The  writing of covered  put options is similar in terms of risk and return
characteristics  to  buy-and-write  transactions.  If the  market  price  of the
underlying  security  rises or otherwise is above the  exercise  price,  the put
option  


                                       15
<PAGE>

will expire worthless and a Fund's gain will be limited to the premium received.
If the market price of the  underlying  security  declines or otherwise is below
the exercise  price,  a Fund may elect to close the position or take delivery of
the  security at the exercise  price and that Fund's  return will be the premium
received  from the put options minus the amount by which the market price of the
security is below the exercise price.

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

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

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

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

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

     There is no limit on the amount of interest rate swap transactions that may
be entered into by a Fund. These  transactions may in some instances involve the
delivery of securities or other underlying  assets by a Fund or its counterparty
to collateralize  obligations under the swap. Under the documentation  currently
used in those  markets,  the risk of loss with respect to interest rate swaps is
limited to the net amount of the payments that a Fund is contractually obligated
to make. If the other party to an interest rate swap that is not  collateralized
defaults,  a Fund would risk the loss of the net amount of the payments  that it
contractually is entitled to receive. A Fund may buy and sell (i.e., write) caps
and floors without limitation,  subject to the segregation requirement described
above.

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


                                       16
<PAGE>

Moreover, an option writer and a buyer or seller of futures or forward contracts
could lose amounts  substantially  in excess of any premium  received or initial
margin  or  collateral  posted  due  to  the  potential  additional  margin  and
collateral requirements associated with such positions.

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

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

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

INVESTMENT ADVISER

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

     The Funds pay  custodian and transfer  agent fees and  expenses,  brokerage
commissions  and  dealer  spreads  and other  expenses  in  connection  with the
execution of portfolio transactions, legal and accounting expenses, interest and
taxes,  registration  fees,  expenses of  shareholders'  meetings and reports to
shareholders,  fees and expenses of Trustees who are not  affiliated  with Janus
Capital,  costs of preparing,  printing and mailing the Funds'  Prospectuses and
Statements of Additional Information to current shareholders, and other costs of
complying with applicable  laws regulating the sale of Fund shares.  Pursuant to
the  Advisory  Agreements,  Janus  Capital  furnishes  certain  other  services,
including net asset value determination and fund accounting,  recordkeeping, and
blue sky registration and monitoring services, for which the Funds may reimburse
Janus Capital for its costs.

   
     Janus Fund,  Janus Twenty Fund,  Janus Enterprise Fund, Janus Mercury Fund,
Janus  Worldwide  Fund,  Janus Overseas  Fund,  Janus Growth and Income Fund and
Janus  Balanced  Fund  have each  agreed to  compensate  Janus  Capital  for its
services by the  monthly  payment of a fee at the annual rate of 1% of the first
$30 million of the average daily net assets of each Fund,  .75% of the next $270
million of the  average  daily net  assets of each  Fund,  .70% of the next $200
million of the  average  daily net  assets of each Fund and .65% of the  average
daily net  assets of each Fund in excess  of $500  million.  Janus  Capital  has
agreed to waive the  advisory  fee  payable  by any of these  
    


                                       17
<PAGE>

   
eight Funds by an amount equal to the amount,  if any,  that such Fund's  normal
operating  expenses  chargeable  to  its  income  account  in any  fiscal  year,
including  the  investment  advisory fee but  excluding  brokerage  commissions,
interest,  taxes  and  extraordinary  expenses,   exceed  the  most  restrictive
limitation  imposed by any state.  The Funds  believe that the most  restrictive
limitation  applicable to each Fund is 2.50% of the first $30 million of average
daily net  assets,  plus  2.00% of the next $70  million  of  average  daily net
assets,  plus 1.50% of the balance of the average  daily net assets of each Fund
for a fiscal year.

     Janus Flexible Income Fund and Janus  Short-Term Bond Fund have each agreed
to compensate  Janus Capital for its services by the monthly payment of a fee at
the annual  rate of .65% of the first  $300  million  of the  average  daily net
assets of the Fund,  plus .55% of the  average  daily net  assets of the Fund in
excess of $300 million. Janus Intermediate Government Securities Fund has agreed
to compensate  Janus Capital for its services by the monthly payment of a fee at
the annual  rate of .50% of the  average  daily net assets of the Fund less than
$300  million and .40% of the average  daily net assets of the Fund in excess of
$300 million.  Janus  Federal  Tax-Exempt  Fund has agreed to  compensate  Janus
Capital for its  services by the monthly  payment of a fee at the annual rate of
 .60% of the first $300 million of average  daily net assets of the Fund and .55%
of the average  daily net assets in excess of $300  million.  Janus  Capital has
agreed to waive the  advisory  fee  payable  by any of these  Funds in an amount
equal  to the  amount,  if any,  that  such  Fund's  normal  operating  expenses
chargeable to its income  account in any fiscal year,  including the  investment
advisory  fee  but  excluding  brokerage   commissions,   interest,   taxes  and
extraordinary  expenses,  exceed 1% of the average daily net assets for a fiscal
year for Janus Flexible Income Fund and .65% of the average daily net assets for
a fiscal year for Janus Short-Term Bond Fund, Janus Intermediate Government Fund
and Janus Federal Tax-Exempt Fund.
    

     The following table  summarizes the advisory fees paid by the Funds and any
advisory  fee  waivers  for the last three  fiscal  periods  of each  Fund.  The
information below is for fiscal years ended October 31.

<TABLE>
<CAPTION>
   
                                        1995                          1994                          1993
                              -------------------------   -------------------------      -----------------------------------
Fund Name                     Advisory Fees      Waiver   Advisory Fees      Waiver      Advisory Fees         Waiver
- ----------------------------------------------------------------------------------------------------------------------------
<S>                             <C>              <C>        <C>              <C>           <C>                 <C>     
Janus Fund                      $69,101,695          --     $61,177,249          --        $48,158,163             --
Janus Twenty Fund               $18,127,825          --     $20,307,767          --        $23,522,228             --
Janus Enterprise Fund           $ 3,078,635          --     $ 2,094,593          --        $ 1,485,387             --
Janus Mercury Fund              $ 7,719,633          --     $ 1,992,568          --        $   286,632(1)          --
Janus Worldwide Fund            $11,013,534          --     $ 8,562,262          --        $ 2,852,353             --
Janus Overseas Fund             $   657,146          --     $   169,279(2)       --                N/A              N/A
Janus Growth and Income Fund    $ 3,703,827          --     $ 3,720,739          --        $ 3,052,429             --
Janus Balanced Fund             $   879,437          --     $   722,711          --        $   388,807             --
Janus Flexible Income Fund      $ 2,775,005          --     $ 2,659,291          --        $ 2,131,966         $ 41,156
Janus Intermediate Government
  Securities Fund               $   179,812(3)   $179,812   $   233,103      $233,103(3)   $   339,858         $118,739
Janus Short-Term Bond Fund      $   307,992      $268,791   $   387,295      $300,929      $   239,160         $209,485
Janus Federal Tax-Exempt Fund   $   175,910(3)   $175,910   $   170,306      $170,306(3)   $    47,982(1)(3)   $ 47,982(1)(3)
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) May 3, 1993 (inception) to October 31, 1993.
(2) May 2, 1994 (inception) to October 31, 1994.
(3) Fee waiver by Janus Capital exceeded the advisory fee.

     The current Advisory  Agreements for Janus Growth and Income Fund and Janus
Worldwide Fund became effective on May 15, 1991; the current Advisory Agreements
for  Janus  Fund,  Janus  Twenty  Fund,  Janus  Flexible  Income  Fund and Janus
Intermediate  Government Securities Fund became effective on August 7, 1992; the
current  Advisory  Agreements for Janus Enterprise Fund, Janus Balanced Fund and
Janus  Short-Term  Bond Fund became  effective on August 27,  1992;  the current
Advisory  Agreements  for Janus Mercury Fund and Janus Federal  Tax-Exempt  Fund
became effective on April 20, 1993; and the current Advisory Agreement for Janus
Overseas Fund became  effective on February 10, 1994.  Each  Advisory  Agreement
will continue in effect until June 16, 1996, and thereafter from year to year so
long as such  continuance  is  approved  annually  by a  majority  of the Funds'
Trustees who are not parties to the Advisory Agreements or interested persons of
any such party, and by either a majority of the outstanding voting shares or the
Trustees of the Funds. Each Advisory  Agreement i) may be terminated without the
payment of any penalty by any Fund or Janus Capital on 60 days' written  notice;
ii) terminates automatically in the event of its assignment; and iii) generally,
may not be amended without the approval by vote of a majority of the Trustees of
the affected Fund, including the Trustees who are not interested persons of that
Fund or Janus Capital and, to the extent required by the 1940 Act, the vote of a
majority of the outstanding voting securities of that Fund.
    

     Janus Capital also performs  investment  advisory services for other mutual
funds,  and for  individual,  charitable,  corporate  and  retirement  accounts.
Investment  decisions for each account  managed by Janus Capital,  including the
Funds, are made independently from those for any other account that is or may in
the future become managed by 


                                       18
<PAGE>

   
Janus Capital or its affiliates.  If, however,  a number of accounts  managed by
Janus Capital are contemporaneously  engaged in the purchase or sale of the same
security,  the orders may be aggregated  and/or the transactions may be averaged
as to price and allocated  equitably to each account. In some cases, this policy
might  adversely  affect the price paid or received by an account or the size of
the position  obtained or  liquidated  for an account.  Pursuant to an exemptive
order  granted by the SEC, the Fund and other funds advised by Janus Capital may
also  transfer  daily  uninvested  cash  balances into one or more joint trading
accounts.  Assets in the joint  trading  accounts  are  invested in money market
instruments and the proceeds are allocated to the  participating  funds on a pro
rata basis.
    

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

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

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

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

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

CUSTODIAN, TRANSFER AGENT AND CERTAIN AFFILIATIONS

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

     Janus  Service  Corporation  ("Janus  Service"),  P.O. Box 173375,  Denver,
Colorado 80217-3375,  a wholly-owned  subsidiary of Janus Capital, is the Funds'
transfer   agent.   In  addition,   Janus   Service   provides   certain   other
administrative,  recordkeeping and shareholder  relations services to the Funds.
For transfer agency and other services,  Janus Service receives a fee calculated
at an annual rate of $16 per Fund shareholder  account.  In addition,  the Funds
pay DST Systems, Inc. ("DST"), a subsidiary of KCSI, license fees for the use of
DST's  shareholder  accounting and portfolio and fund  accounting  systems,  and
postage and forms costs of a DST affiliate  incurred in mailing Fund shareholder
transaction confirmations.

     The Funds paid the following fees to Janus Service and DST, net of credits,
for the year ended October 31, 1995:

<TABLE>
<CAPTION>
Fund Name                                      Fees to Janus Service       Fees and Expenses to DST
- ---------------------------------------------------------------------------------------------------
<S>                                                   <C>                        <C>        
Janus Fund                                            $12,564,931                $ 4,286,877
Janus Twenty Fund                                     $ 5,930,229                $ 1,949,824
Janus Enterprise Fund                                 $ 1,019,823                $   391,449
Janus Mercury Fund                                    $ 2,143,715                $   920,911
Janus Worldwide Fund                                  $ 3,051,931                $ 1,096,097
Janus Overseas Fund                                   $   320,733                $   156,680
Janus Growth and Income Fund                          $ 1,300,855                $   559,834
Janus Balanced Fund                                   $   281,200                $   143,038
Janus Flexible Income Fund                            $   493,296                $   491,638
Janus Intermediate Government Securities Fund         $    84,444                $    90,949
Janus Short-Term Bond Fund                            $    84,583                $   107,686
Janus Federal Tax-Exempt Fund                         $    61,895                $    74,508
- ---------------------------------------------------------------------------------------------------
</TABLE>
    


                                       19
<PAGE>

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

     During the fiscal period ended October 31, 1995,  IFTC served as the Funds'
transfer agent and Janus Service served as subtransfer  agent.  Prior to January
1995,  IFTC may have been deemed an affiliate  of the Funds  through a degree of
common ownership.  IFTC is no longer affiliated with the Funds. As of January 1,
1996,  Janus Service  became the direct  transfer agent of the Funds and IFTC no
longer serves as transfer agent.

     Janus  Distributors,  Inc.  ("Janus  Distributors"),  100 Fillmore  Street,
Denver,  Colorado  80206,  a  wholly-owned  subsidiary  of Janus  Capital,  is a
distributor of the Funds.  Janus  Distributors  is registered as a broker-dealer
under the Securities  Exchange Act of 1934 (the "Exchange  Act") and is a member
of the National Association of Securities Dealers,  Inc. Janus Distributors acts
as the agent of the  Funds in  connection  with the sale of their  shares in all
states in which the shares are  registered  and in which Janus  Distributors  is
qualified  as  a  broker-dealer.   Under  the  Distribution   Agreement,   Janus
Distributors  continuously  offers the Funds'  shares and accepts  orders at net
asset value.  No sales  charges are paid by investors.  Promotional  expenses in
connection with offers and sales of shares are paid by Janus Capital.
    

PORTFOLIO TRANSACTIONS AND BROKERAGE

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

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


                                       20
<PAGE>

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

<TABLE>
<CAPTION>
Fund Name                            Commissions          Transactions    % of Total Transactions
- -------------------------------------------------------------------------------------------------
<S>                                   <C>               <C>                       <C>   
Janus Fund                            $7,947,369        $5,943,036,032            31.49%
Janus Twenty Fund                     $3,002,918        $2,569,495,725            40.37%
Janus Enterprise Fund                 $  441,621        $  219,728,408            14.74%
Janus Mercury Fund                    $1,632,044        $1,076,951,435            32.11%
Janus Worldwide Fund                  $  502,866        $  240,562,721             5.79%
Janus Overseas Fund                   $   15,732        $    5,827,686             3.02%
Janus Growth and Income Fund          $  637,116        $  507,553,002            40.09%
Janus Balanced Fund                   $   70,634        $   40,493,032            20.31%
Janus Flexible Income Fund(1)         $    1,877        $      713,021             3.98%
- -------------------------------------------------------------------------------------------------
</TABLE>
(1)  Most of the securities  transactions  for this Fund involved dealers acting
     as principal.
Note:Funds  that  are not  included  in the  table  did not pay any  commissions
     related to research for the fiscal year ended October 31, 1995.
    

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

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

   
     Janus Capital may consider sales of Fund shares by a  broker-dealer  or the
recommendation  of a  broker-dealer  to its  customers  that they  purchase Fund
shares as a factor in the selection of  broker-dealers to execute Fund portfolio
transactions. Janus Capital may also consider payments made by brokers effecting
transactions  for a 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.
In placing portfolio business with such broker-dealers,  Janus Capital will seek
the best execution of each transaction.
    

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

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

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

Fund Name                              1995          1994             1993
- --------------------------------------------------------------------------------
Janus Fund                         $26,219,202   $18,108,124      $15,241,221
Janus Twenty Fund                  $ 7,647,982   $ 5,747,164      $ 4,925,668
Janus Enterprise Fund              $ 2,084,312   $ 1,249,083      $ 1,084,075
Janus Mercury Fund                 $ 5,712,916   $ 1,221,654      $   209,097(1)
Janus Worldwide Fund               $ 7,493,192   $ 1,125,206      $   857,147
Janus Overseas Fund                $   568,384   $    27,846(2)           N/A
Janus Growth and Income Fund       $ 1,498,178   $ 1,013,550      $   859,490
Janus Balanced Fund                $   305,855   $   198,976      $   139,261
Janus Flexible Income Fund         $    35,138   $    31,399      $    26,297
Janus Short-Term Bond Fund         $     6,548          --               --
- --------------------------------------------------------------------------------
(1)  May 3, 1993 (inception) to October 31, 1993.
(2)  May 2, 1994 (inception) to October 31, 1994.
Note:Funds that are not included in the table did not pay brokerage  commissions
     because  securities  transactions for such Funds involved dealers acting as
     principals.
    


                                       21
<PAGE>

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

<TABLE>
   
<CAPTION>
                                   Commission
                               Paid through DSTS
                              for the Period Ended      Reduction        % of Total        % of Total
Fund Name                       October 31, 1995*      of Expenses*     Commissions+      Transactions+
- -------------------------------------------------------------------------------------------------------
<S>                                  <C>                <C>                <C>                <C>  
Janus Fund                           $1,125,368         $844,026           4.29%              3.81%
Janus Twenty Fund                    $  378,575         $283,931           4.95%              4.52%
Janus Enterprise Fund                $   96,932         $ 72,699           4.65%              3.61%
Janus Mercury Fund                   $  171,777         $128,833           3.01%              2.65%
Janus Worldwide Fund                 $  164,193         $123,145           2.19%              1.84%
Janus Overseas Fund                  $    2,783         $  2,087           0.49%              0.45%
Janus Growth and Income Fund         $   98,373         $ 73,780           6.57%              6.87%
Janus Balanced Fund                  $    9,143         $  6,857           2.99%             13.45%
- -------------------------------------------------------------------------------------------------------
</TABLE>
    


<TABLE>
   
<CAPTION>
                                Commission Paid                            Commission Paid
                                through DSTS for                           through DSTS for            Reduction
                                the Period Ended        Reduction          the Period Ended           of Expenses
Fund Name                       October 31, 1994*      of Expenses*        October 31, 1993*        for that Period*
- --------------------------------------------------------------------------------------------------------------------
<S>                               <C>                   <C>                   <C>                      <C>       
Janus Fund                        $1,067,073            $800,305              $1,349,929               $1,012,447
Janus Twenty Fund                 $  510,874            $383,156              $  298,824               $  224,118
Janus Enterprise Fund             $  116,527            $ 87,395              $   25,476               $   19,107
Janus Mercury Fund                $   30,019            $ 22,514              $    4,518(1)            $    3,389
Janus Worldwide Fund              $   57,164            $ 42,873              $   60,095               $   45,071
Janus Overseas Fund               $    1,800(2)         $  1,350(2)                  N/A                      N/A
Janus Growth and Income Fund      $   15,604            $ 11,703              $   28,996               $   21,747
Janus Balanced Fund               $   18,725            $ 14,043              $    1,139               $      854
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
    

*    The  difference  between  commissions  paid to DSTS  and  expenses  reduced
     constitute commissions paid to an unaffiliated clearing broker.
+    Differences in the percentage of total commissions versus the percentage of
     total  transactions  is due, in part, to variations  among share prices and
     number of shares  traded,  while average price per share  commission  rates
     were substantially the same.
(1)  May 3, 1993 (inception) to October 31, 1993.
(2)  May 2, 1994 (inception) to October 31, 1994.

   
Note:Funds  that did not  execute  trades  with DSTS  during the  periods  ended
     October 31, 1995,  October 31, 1994 and October 31, 1993,  are not included
     in the table.

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

                                                                        Value of
Fund Name                         Name of Broker-Dealer         Securities Owned
- --------------------------------------------------------------------------------
Janus Fund                        First Chicago                     $ 45,136,875
Janus Fund                        Merrill Lynch and Co., Inc.       $ 53,929,350
Janus Fund                        Morgan Stanley Co.                $ 40,518,075
Janus Twenty Fund                 Merrill Lynch and Co., Inc.       $135,436,650
Janus Mercury Fund                Merrill Lynch and Co., Inc.       $ 11,030,625
Janus Worldwide Fund              HSBC Holdings PLC                 $ 14,639,493
Janus Overseas Fund               HSBC Holdings PLC                 $  1,391,188
Janus Growth and Income Fund      Merrill Lynch and Co., Inc.       $ 17,038,500
- --------------------------------------------------------------------------------
    

OFFICERS AND TRUSTEES

     The  following  are the names of the  Trustees  and  officers of the Trust,
together with a brief description of their principal occupations during the last
five years. In August 1992, Janus Venture Fund, Inc. and Janus Twenty Fund, Inc.
(both  separate   Maryland   corporations)   and  the  Janus  Income  Series  (a
Massachusetts  business trust  comprised of the Janus  Flexible  Income Fund and
Janus  Intermediate  Government  Securities Fund series) were  reorganized  into
separate  series of the Trust.  In general,  all  references to Trust offices in
this section include comparable  offices with the respective  predecessor funds,
unless a Trust office was filled subsequent to the reorganization.

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


- --------------------------------------------------------------------------------
* Interested person of the Trust and of Janus Capital.
# Member of the Executive Committee.

                                       22
<PAGE>

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

Thomas F. Marsico* - Executive Vice President
100 Fillmore Street
Denver, CO 80206-4923
     Executive  Vice  President and  Portfolio  Manager of Janus Twenty Fund and
     Janus Growth and Income Fund series of the Trust.  Vice  President of Janus
     Capital.

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

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

Ronald V. Speaker* - Executive Vice President
100 Fillmore Street
Denver, CO 80206-4923
     Executive  Vice President and Portfolio  Manager of Janus  Flexible  Income
     Fund and Janus  High-Yield  Fund series of the Trust.  Formerly,  Portfolio
     Manager of Janus Intermediate  Government Securities Fund, Janus Short-Term
     Bond Fund and Janus Federal Tax-Exempt Fund series of the Trust.  Executive
     Vice  President of Janus Aspen  Series.  Vice  President of Janus  Capital.
     Formerly,  securities analyst and research associate at Janus Capital (1986
     to 1992).

Helen Young Hayes* - Executive Vice President
100 Fillmore Street
Denver, CO 80206-4923
     Executive Vice President and Portfolio  Manager of Janus Worldwide Fund and
     Janus Overseas Fund series of the Trust.  Executive Vice President of Janus
     Aspen Series. Vice President of Janus Capital.  Formerly securities analyst
     at Janus Capital (1987 to 1993).

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

Sandy R. Rufenacht* - Executive Vice President
100 Fillmore Street
Denver, CO 80206-4923
     Executive  Vice  President  and  Portfolio  Manager  of Janus  Intermediate
     Government  Securities  Fund and Janus  Short-Term  Bond Fund series of the
     Trust.  Executive  Vice President of Janus Aspen Series.  Formerly,  senior
     accountant,   fixed-income   trader  and   fixed-income   research  analyst
     (1990-1995).

Scott W. Schoelzel* - Executive Vice President
100 Fillmore Street
Denver, CO 80206-4923
     Executive Vice President and Portfolio Manager of Janus Olympus Fund series
     of the  Trust.  Vice  President  of Janus  Capital.  From  1991 to 1993,  a
     Portfolio Manager with Founders Asset Management,  Denver,  Colorado. Prior
     to 1991, a general  partner of Ivy Lane  Investments,  Denver,  Colorado (a
     real estate investment partnership).
    

- --------------------------------------------------------------------------------
* Interested person of the Trust and of Janus Capital.
# Member of the Executive Committee.

                                       23
<PAGE>

   
Darrell W. Watters* - Executive Vice President
100 Fillmore Street
Denver, CO 80206-4923
     Executive Vice President and Portfolio Manager of Janus Federal  Tax-Exempt
     Fund series of the Trust.  Executive  Vice President of Janus Aspen Series.
     Formerly,  municipal  bond  trader and  research  analyst at Janus  Capital
     (1993-1995).

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

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

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

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

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

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

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

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


- --------------------------------------------------------------------------------
* Interested person of the Trust and of Janus Capital.
# Member of the Executive Committee.

                                       24
<PAGE>

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

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

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

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

<TABLE>
<CAPTION>
                                   Aggregate Compensation              Total Compensation from the
                                from the Funds for fiscal year        Janus Funds for calendar year
Name of Person, Position           ended October 31, 1995               ended December 31, 1995**
- ---------------------------------------------------------------------------------------------------
<S>                                       <C>                                        <C>
Thomas H. Bailey, Chairman*                  --                                      $
James P. Craig, III, Trustee*+               --                                      $
John W. Shepardson, Trustee               $41,003                                    $
William D. Stewart, Trustee               $37,018                                    $
Gary O. Loo, Trustee                      $37,019                                    $
Dennis B. Mullen, Trustee                 $41,528                                    $
Martin H. Waldinger, Trustee              $44,233                                    $
- ---------------------------------------------------------------------------------------------------
</TABLE>
*    An  interested  person of the Funds and of Janus  Capital.  Compensated  by
     Janus Capital and not the Funds.
**   As of December 31, 1995, Janus Funds consisted of two registered investment
     companies comprised of a total of 26 funds.
+    Mr. Craig became a Trustee as of June 30, 1995.
    

PURCHASE OF SHARES

     As stated in the  Prospectus,  Janus  Distributors  is a distributor of the
Funds' shares.  Shares of the Funds are sold at the net asset value per share as
determined  at the close of the  regular  trading  session of the New York Stock
Exchange  (the "NYSE")  next  occurring  after a purchase  order is received and
accepted by a Fund. The Shareholder's  Manual Section of the Prospectus contains
detailed information about the purchase of shares.

NET ASSET VALUE DETERMINATION

   
     As stated in the Prospectus,  the net asset value ("NAV") of Fund shares is
determined  once each day on which the NYSE is open, at the close of its regular
trading session (normally 4:00 p.m., New York time, Monday through Friday).  The
NAV of Fund shares is not determined on days the NYSE is closed (generally,  New
Year's Day, Presidents' Day, Good Friday,  Memorial Day, Independence Day, Labor
Day,  Thanksgiving and Christmas).  The per share NAV of each Fund is determined
by  dividing  the total  value of a Fund's  securities  and other  assets,  less
liabilities,  by the total number of shares  outstanding.  In  determining  NAV,
securities listed on an Exchange, the NASDAQ National Market and foreign markets
are valued at the closing  prices on such  markets,  or if such price is lacking
for the trading period  immediately  preceding the time of  determination,  such
securities are valued at their current bid price.  Municipal  securities held by
the Funds are traded  primarily in the  over-the-counter  market.  Valuations of
such  securities are furnished by one or more pricing  services  employed by the
Funds and are based upon a computerized  matrix system or appraisals obtained by
a pricing service,  in each case in reliance upon information  concerning market
transactions and quotations from recognized municipal securities dealers.  Other
securities  that are traded on the  over-the-counter  market are valued at their
closing bid prices.  Foreign  securities  and  currencies  are converted to U.S.
dollars  using the exchange  rate in effect at the close of the NYSE.  Each Fund
will  determine the market value of individual  securities  held by it, by using
prices provided by one or more  professional  pricing services which may provide
market prices to other funds, or, as needed, by obtaining market quotations from
independent  broker-dealers.  Short-term  securities maturing within 60 days are
valued on the amortized  cost basis.  Securities  for which  quotations  are not
readily  available,  and other assets,  are valued at fair values  determined in
good faith under  procedures  established  by and under the  supervision  of the
Trustees.
    

- --------------------------------------------------------------------------------
* Interested person of the Trust and of Janus Capital.
# Member of the Executive Committee.

                                       25
<PAGE>

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

REINVESTMENT OF DIVIDENDS AND DISTRIBUTIONS

   
     If investors do not elect in writing or by phone to receive their dividends
and distributions in cash, all income dividends and capital gains distributions,
if any, on a Fund's shares are reinvested  automatically in additional shares of
that Fund at the NAV  determined on the first  business day following the record
date.   Checks  for  cash  dividends  and  distributions  and  confirmations  of
reinvestments  are  usually  mailed to  shareholders  within  ten days after the
record date. Any election of the manner in which a shareholder wishes to receive
dividends and  distributions  (which may be made on the New Account  Application
form or by phone) will apply to dividends and  distributions the record dates of
which  fall on or after the date that a Fund  receives  such  notice.  Investors
receiving cash  distributions  and dividends may elect in writing or by phone to
change back to automatic reinvestment at any time.
    

REDEMPTION OF SHARES

   
     Procedures  for  redemption  of shares  are set forth in the  Shareholder's
Manual  section of the  Prospectus.  Shares  normally will be redeemed for cash,
although  each Fund retains the right to redeem its shares in kind under unusual
circumstances,  in order to protect the interests of remaining shareholders,  by
delivery of securities selected from its assets at its discretion.  However, the
Funds are governed by Rule 18f-1 under the 1940 Act, which requires each Fund to
redeem  shares  solely in cash up to the lesser of  $250,000 or 1% of the NAV of
that Fund during any 90-day period for any one shareholder.  Should  redemptions
by any  shareholder  exceed  such  limitation,  a Fund will  have the  option of
redeeming  the excess in cash or in kind.  If shares are  redeemed in kind,  the
redeeming  shareholder  might incur  brokerage costs in converting the assets to
cash. The method of valuing  securities used to make redemptions in kind will be
the same as the method of valuing portfolio securities described under "Purchase
of Shares - Net Asset Value Determination" and such valuation will be made as of
the same time the redemption price is determined.
    

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

SHAREHOLDER ACCOUNTS

     Detailed  information about the general procedures for shareholder accounts
and specific types of accounts is set forth in the Prospectus.  Applications for
specific   types  of   accounts   may  be  obtained  by  calling  the  Funds  at
1-800-525-3713  or writing to the Funds at P.O.  Box  173375,  Denver,  Colorado
80217-3375.

   
TELEPHONE TRANSACTIONS

     As  stated  in the  Prospectus,  shareholders  may  initiate  a  number  of
transactions by telephone. The Funds, their transfer agent and their distributor
disclaim  responsibility  for  the  authenticity  of  instructions  received  by
telephone.  Such  entities  will employ  reasonable  procedures  to confirm that
instructions communicated by telephone are genuine. Such procedures may include,
among others,  requiring personal  identification prior to acting upon telephone
instructions,  providing  written  confirmation  of the  transactions  and  tape
recording telephone conversations.
    

SYSTEMATIC WITHDRAWALS

     As stated in the  Shareholder's  Manual section of the  Prospectus,  if you
have  a  regular  account  or  are  eligible  for  normal  distributions  from a
retirement plan, you may establish a systematic withdrawal program. The payments
will be made from the proceeds of periodic  redemptions of shares in the account
at the NAV.  Depending on the size or frequency of the disbursements  requested,
and the fluctuation in value of a Fund's portfolio,  redemptions for the purpose
of making  such  disbursements  may  reduce or even  exhaust  the  shareholder's
account.  Either an investor or their Fund, by written notice to the other,  may
terminate the investor's  systematic  withdrawal  program without penalty at any
time.


                                       26
<PAGE>

     Information about requirements to establish a systematic withdrawal program
may be obtained  by writing or calling the Funds at the address or phone  number
shown above.

RETIREMENT PLANS

   
     The Funds offer several  different types of tax-deferred  retirement  plans
that an investor  may  establish  to invest in Fund  shares,  depending on rules
prescribed by the Code. The Individual Retirement Account ("IRA") may be used by
most  individuals who have taxable  compensation.  Simplified  Employee  Pension
Plans ("SEPs") and Defined  Contribution Plans (Profit Sharing or Money Purchase
Pension  Plans)  may  be  used  by  most  employers,   including   corporations,
partnerships and sole proprietors,  for the benefit of business owners and their
employees.  In addition,  the Funds offer a Section 403(b)(7) Plan for employees
of educational  organizations  and other  qualifying  tax-exempt  organizations.
Investors  should consult their tax advisor or legal counsel before  selecting a
retirement plan.

     Contributions  under IRAs,  SEPs,  Defined  Contribution  Plans and Section
403(b)(7)  Plans are subject to specific  contribution  limitations.  Generally,
such  contributions  may be invested at the  direction of the  participant.  The
investment  is then held by IFTC as  custodian.  Each  participant's  account is
charged an annual fee of $12.  There is a maximum annual fee of $24 per taxpayer
identification number.
    

     Distributions  from  retirement  plans are  generally  subject to  ordinary
income tax and may be subject to an additional 10% tax if withdrawn prior to age
59 1/2. Several exceptions to the general rule may apply. However,  shareholders
must start withdrawing  retirement plan assets no later than April 1 of the year
after they reach age 70 1/2.  Several  methods  exist to determine the amount of
the minimum  annual  distribution.  Shareholders  should  consult with their tax
advisor or legal counsel prior to receiving any distribution from any retirement
plan, in order to determine the income tax impact of any such distribution.

     To receive additional  information about IRAs, SEPs,  Defined  Contribution
Plans  and  Section  403(b)(7)  Plans  along  with the  necessary  materials  to
establish an account,  please call the Funds at  1-800-525-3713  or write to the
Funds at P.O. Box 173375,  Denver,  Colorado  80217-3375.  No contribution to an
IRA, SEP, Defined  Contribution Plan or Section 403(b)(7) Plan can be made until
the appropriate forms to establish any such plan have been completed.

INCOME DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX STATUS

   
     It is a policy of the Funds to make  distributions of substantially  all of
their respective  investment  income and any net realized  capital gains.  Janus
Fund,  Janus Twenty Fund,  Janus  Enterprise  Fund,  Janus Mercury  Fund,  Janus
Worldwide Fund and Janus Overseas Fund declare and make annual  distributions of
income (if any),  Janus Growth and Income Fund and Janus  Balanced  Fund declare
and make quarterly distributions of income and Janus Flexible Income Fund, Janus
Intermediate Government Securities, Janus Short-Term Bond Fund and Janus Federal
Tax-Exempt  Fund  declare  dividends  daily and make  monthly  distributions  of
income. If a month begins on a Saturday, Sunday or holiday,  dividends for daily
dividend  funds for those days are declared at the end of the  preceding  month.
Janus Federal  Tax-Exempt Fund will use the "average annual method" to determine
the designated  percentage of each distribution  that is tax-exempt.  Under this
method,  the  percentage  of income  designated  as  tax-exempt  is based on the
percentage  of  tax-exempt  income  earned for each  annual  period,  and may be
substantially  different from the Fund's income that was  tax-exempt  during any
monthly period. Any capital gains realized during each fiscal year ended October
31, as defined by the Code, are normally declared and payable to shareholders in
December.  The Funds  intend to qualify as  regulated  investment  companies  by
satisfying certain requirements prescribed by Subchapter M of the Code.

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

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


                                       27
<PAGE>

PRINCIPAL SHAREHOLDERS

   
     As of December 1, 1995,  the  officers and Trustees of the Funds as a group
owned less than 1% of the outstanding  shares of each of the Funds. In addition,
as of December 1, 1995,  Charles  Schwab & Co. Inc.  ("Schwab"),  101 Montgomery
Street,  San  Francisco,  CA  94104-4122,  owned  of  record  5% or  more of the
outstanding shares of the Funds, as shown below.

         Fund Name                                         Held by Schwab
         ----------------------------------------------------------------
         Janus Fund                                                13.96%
         Janus Twenty Fund                                          6.88%
         Janus Enterprise Fund                                     14.32%
         Janus Mercury Fund                                        22.61%
         Janus Worldwide Fund                                      23.41%
         Janus Overseas Fund                                       19.90%
         Janus Growth and Income Fund                               6.45%
         Janus Balanced Fund                                       20.01%
         Janus Flexible Income Fund                                33.87%
         Janus Intermediate Government Securities Fund             11.74%
         Janus Short-Term Bond Fund                                10.27%
         Janus Federal Tax-Exempt Fund                              7.50%
         ----------------------------------------------------------------

     According to information  provided by Schwab,  this ownership is by nominee
only and does not represent  beneficial  ownership of such shares,  because they
have no  investment  discretion  or voting  power with  respect to such  shares.
However,  the  following  individuals  beneficially  owned  more  than 5% of the
outstanding  shares of Janus  Intermediate  Government  Securities  Fund through
Schwab accounts:  G. Penfield Jennings,  1960 Bayshore  Boulevard,  Dunedin,  FL
34698, owned 5.04% and Lillian Winston Hollander, 10 West 66th Street, Apt. 24D,
New York, NY 19923,  owned 5.62%. The following  individuals  beneficially owned
more than 5% of the outstanding  shares of Janus Federal Tax-Exempt Fund through
Schwab  accounts:  M.R. Godwin and Christine K. Godwin,  567  Stonyridge,  Heber
Spring,  AZ 72543,  owned 6.27%.  To the knowledge of the Funds, no other person
owned more than 5% of the outstanding shares of any Fund as of the above date.
    

MISCELLANEOUS INFORMATION

   
     Each Fund is a series of the Trust, a Massachusetts business trust that was
created on February 11,  1986.  The Trust is an open-end  management  investment
company  registered  under the 1940 Act.  As of the date of this SAI,  the Trust
offers 18 separate series, 6 of which are offered by other prospectuses. On June
16, 1986, the Trust assumed all the assets and  liabilities  of its  predecessor
corporation, Janus Fund, Inc., which was incorporated under the laws of Maryland
on  September  18,  1968.  All  references  in this  SAI to  Janus  Fund and all
financial and other  information about Janus Fund prior to June 16, 1986, are to
the former Janus Fund, Inc.; all references after June 16, 1986 are to the Janus
Fund series of the Trust.

     On August 7, 1992, in a tax-free reorganization,  the Trust assumed all the
assets  and  liabilities  of  i)  the  Janus  Flexible  Income  Fund  and  Janus
Intermediate  Government  Securities  Fund  series  of Janus  Income  Series,  a
separate  Massachusetts business trust created on May 28, 1986; and Janus Twenty
Fund, Inc., a Maryland corporation  originally  incorporated as Janus Value Fund
in 1984.  Shareholders  received shares of the series of the Trust equal both in
number and net asset value to their shares of the respective predecessor entity.
In connection  with the  reorganization,  Janus  Flexible  Income Fund and Janus
Intermediate  Government  Securities  Fund  changed  their fiscal year ends from
December  31 to October  31. All  references  in this SAI to the Funds,  and all
financial and other  information about the Funds prior to August 7, 1992, are to
the respective predecessor entities; all references after August 7, 1992, are to
the respective series of the Trust.
    

     Janus  Worldwide  Fund and Janus  Growth and Income  Fund were added to the
Trust as  separate  series on April  29,  1991.  Janus  Enterprise  Fund,  Janus
Balanced Fund and Janus Short-Term Bond Fund were added to the Trust as separate
series on August 27, 1992. Janus Mercury Fund and Janus Federal  Tax-Exempt Fund
were added to the Trust as separate  series on April 20,  1993.  Janus  Overseas
Fund was added to the Trust as a separate series on April 14, 1994.

     Janus  Capital  reserves  the right to the name  "Janus." In the event that
Janus Capital does not continue to provide  investment  advice to the Funds, the
Funds must cease to use the name "Janus" as soon as reasonably practicable.

     Under  Massachusetts  law,  shareholders of the Funds could,  under certain
circumstances,  be held liable for the obligations of their Fund.  However,  the
Declaration of Trust disclaims  shareholder liability for acts or obligations of
the  Funds  and  requires  that  notice  of this  disclaimer  be  given  in each
agreement, obligation or instrument entered into or executed by the Funds or the
Trustees.  The Declaration of Trust also provides for  indemnification  from the


                                       28
<PAGE>

assets of the Funds for all losses and  expenses  of any Fund  shareholder  held
liable  for the  obligations  of their  Fund.  Thus,  the risk of a  shareholder
incurring a financial  loss on account of its liability as a shareholder  of one
of the Funds is limited to  circumstances in which their Fund would be unable to
meet its obligations.  The possibility that these  circumstances  would occur is
remote.  The Trustees intend to conduct the operations of the Funds to avoid, to
the extent possible, liability of shareholders for liabilities of their Fund.

SHARES OF THE TRUST

     The  Trust  is  authorized  to issue  an  unlimited  number  of  shares  of
beneficial  interest  with a par value of one cent per share for each  series of
the Trust. Shares of each Fund are fully paid and nonassessable when issued. All
shares of a Fund  participate  equally in dividends and other  distributions  by
such  Fund,  and in  residual  assets of that Fund in the event of  liquidation.
Shares of each Fund  have no  preemptive,  conversion  or  subscription  rights.
Shares of each  Fund may be  transferred  by  endorsement  or stock  power as is
customary,  but a Fund is not  bound  to  recognize  any  transfer  until  it is
recorded on its books.

VOTING RIGHTS

   
     The present Trustees were elected at a meeting of shareholders held on July
10, 1992,  with the  exception of Mr. Craig who was appointed by the Trustees as
of June 30, 1995. Under the Declaration of Trust,  each Trustee will continue in
office until the  termination  of the Trust or his earlier  death,  resignation,
bankruptcy, incapacity or removal. Vacancies will be filled by a majority of the
remaining  Trustees,  subject to the 1940 Act.  Therefore,  no annual or regular
meetings of shareholders normally will be held, unless otherwise required by the
Declaration  of Trust or the 1940 Act.  Subject to the  foregoing,  shareholders
have the power to vote to elect or remove  Trustees,  to terminate or reorganize
their Fund,  to amend the  Declaration  of Trust,  to bring  certain  derivative
actions and on any other matters on which a shareholder  vote is required by the
1940 Act, the Declaration of Trust, the Trust's Bylaws or the Trustees.

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

INDEPENDENT ACCOUNTANTS

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

REGISTRATION STATEMENT

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


                                       29
<PAGE>

PERFORMANCE INFORMATION

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

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

<TABLE>
<CAPTION>
   
                                                  Date             Number                 Average Annual Total Return
                                                  Available       of Months        One           Five          Ten           Life of
Fund Name                                         for Sale       in Lifetime       Year          Years        Years           Fund
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                <C>           <C>           <C>          <C>             <C>   
Janus Fund                                        2/5/70             309           21.62%        17.27%       15.98%          16.51%
Janus Twenty Fund                                 5/2/85             126           24.67%        19.54%       15.63%          15.49%
Janus Enterprise Fund                             9/1/92              38           15.46%          N/A          N/A           23.08%
Janus Mercury Fund                                5/3/93              30           25.53%          N/A          N/A           25.73%
Janus Worldwide Fund                              5/15/91           53.5            8.89%          N/A          N/A           17.32%
Janus Overseas Fund                               5/2/94              18           11.78%          N/A          N/A           10.27%
Janus Growth and Income Fund                      5/15/91           53.5           24.20%          N/A          N/A           15.78%
Janus Balanced Fund                               9/1/92              38           18.26%          N/A          N/A           13.38%
Janus Flexible Income Fund                        7/2/87             100           15.35%        13.98%         N/A            9.29%
Janus Intermediate Government Securities Fund     7/26/91             51           10.19%          N/A          N/A            5.84%
Janus Short-Term Bond Fund                        9/1/92              38            5.55%          N/A          N/A            4.01%
Janus Federal Tax-Exempt Fund                     5/3/93              30           12.60%          N/A          N/A            4.56%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    

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

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

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

     The tax-equivalent yield used for Janus Federal Tax-Exempt Fund is the rate
that an investor would have to earn from a fully taxable  investment after taxes
to equal the Fund's  tax-free  yield.  Tax-equivalent  yields are  calculated by
dividing a Fund's yield by the result of one minus a stated  federal or combined
federal and state tax rate.  If only a portion of a Funds' yield is  tax-exempt,
only that portion is adjusted in the calculation.  Janus Federal Tax-Exempt Fund
may invest a portion of its assets in  obligations  that are  subject to federal
income tax. When the Fund invests in these obligations, its tax-equivalent yield
will be lower.

   
     The  yield  for  the  30-day  period  ending  October  31,  1995,  for  the
Fixed-Income Funds is shown below:

     Janus Flexible Income Fund                         7.39%
     Janus Intermediate Government Securities Fund      5.37%
     Janus Short-Term Bond Fund                         5.81%
     Janus Federal Tax-Exempt Fund                      5.18%
    


                                       30
<PAGE>

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

FINANCIAL STATEMENTS

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

DOCUMENTS INCORPORATED BY REFERENCE TO THE ANNUAL REPORT:

   
     Schedules of Investments as of October 31, 1995
     Statements of Operations for the periods ended October 31, 1995
     Statements of Assets and Liabilities as of October 31, 1995
     Statements of Changes in Net Assets for the periods  ended October 31, 1995
          and 1994
     Financial Highlights for each of the periods indicated
     Notes to Financial Statements
     Report of Independent Accountants

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


                                       31
<PAGE>


                      This page intentionally left blank.

                                       32

<PAGE>


                                     [LOGO]

                               JANUS VENTURE FUND

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

                      STATEMENT OF ADDITIONAL INFORMATION
                               February 18, 1996





     Janus Venture Fund (the "Fund") is a no-load mutual fund that seeks capital
appreciation.  The Fund  normally  invests at least 50% of its equity  assets in
securities issued by small-sized issuers. Small-sized issuers are those who have
market  capitalizations of less than $1 billion or annual gross revenues of less
than $500  million.  Subject to this policy,  the Fund may also invest in larger
issuers.  Depending upon its portfolio  managers' opinion or prevailing  market,
financial  and  economic  conditions,  the Fund may at  times  hold  substantial
positions in cash or interest-bearing securities.
    

     The Fund is a separate  series of Janus  Investment  Fund, a  Massachusetts
business  trust (the  "Trust").  Each series of the Trust  represents  shares of
beneficial  interest in a separate portfolio of securities and other assets with
its own objective and policies. The Fund is managed by Janus Capital Corporation
("Janus Capital").

     THE FUND HAS  DISCONTINUED  PUBLIC  SALES OF ITS  SHARES TO NEW  INVESTORS.
HOWEVER,  SHAREHOLDERS WHO MAINTAIN OPEN FUND ACCOUNTS ARE PERMITTED TO CONTINUE
TO PURCHASE  SHARES OF THE FUND AND TO REINVEST  ANY  DIVIDENDS  AND/OR  CAPITAL
GAINS  DISTRIBUTIONS IN SHARES OF THE FUND. ONCE A SHAREHOLDER'S FUND ACCOUNT IS
CLOSED, IT MAY NOT BE POSSIBLE FOR THAT SHAREHOLDER TO PURCHASE  ADDITIONAL FUND
SHARES.  See the  "Shareholder's  Manual"  section  of the  Prospectus  for more
details.  The Fund may resume sales of its shares at some future date,  although
it has no present intention of doing so.

   
     This  Statement of Additional  Information  ("SAI") is not a Prospectus and
should be read in  conjunction  with the Fund's  Prospectus  dated  February 18,
1996,  which is incorporated by reference into this SAI and may be obtained from
the Trust at the above phone number or address. This SAI contains additional and
more detailed  information  about the Fund's  operations and activities than the
Prospectus.
    


                                       1
<PAGE>

                               JANUS VENTURE FUND
                      STATEMENT OF ADDITIONAL INFORMATION
                               TABLE OF CONTENTS

                                                                            Page
- --------------------------------------------------------------------------------
Investment Policies, Restrictions and Techniques ..........................    3

  Investment Objective ....................................................    3

  Portfolio Policies ......................................................    3

  Investment Restrictions .................................................    3

  Types of Securities and Investment Techniques ...........................    5

     Illiquid Securities ..................................................    5

     Zero Coupon, Pay-In-Kind and Step Coupon Securities ..................    5

     Pass-Through Securities ..............................................    5

   
     Depositary Receipts ..................................................    6
    

     Municipal Obligations ................................................    6

     Other Income-Producing Securities ....................................    7

     High-Yield/High-Risk Bonds ...........................................    7

     Repurchase and Reverse Repurchase Agreements .........................    7

     Futures, Options and Other Derivative Instruments ....................    8

Investment Adviser ........................................................   15

Custodian, Transfer Agent and Certain Affiliations ........................   16

Portfolio Transactions and Brokerage ......................................   17

Officers and Trustees .....................................................   19

Purchase of Shares ........................................................   21

  Net Asset Value Determination ...........................................   21

  Reinvestment of Dividends and Distributions .............................   22

Redemption of Shares ......................................................   22

Shareholder Accounts ......................................................   22

   
  Telephone Transactions ..................................................   22
    

  Systematic Withdrawals ..................................................   22

Retirement Plans ..........................................................   23

Income Dividends, Capital Gains Distributions and Tax Status ..............   23

Principal Shareholders ....................................................   23

Miscellaneous Information .................................................   24

  Shares of the Trust .....................................................   24

  Voting Rights ...........................................................   24

  Independent Accountants .................................................   24

  Registration Statement ..................................................   24

Performance Information ...................................................   25

Financial Statements ......................................................   25

Appendix A ................................................................   26

   
Explanation of Rating Categories ..........................................   26
    

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


                                       2
<PAGE>

INVESTMENT POLICIES, RESTRICTIONS AND TECHNIQUES

INVESTMENT OBJECTIVE

   
     As stated in the  Prospectus,  the Fund's  investment  objective is capital
appreciation.   Realization   of   income  is  not  a   significant   investment
consideration and any income realized on the Fund's  investments  therefore will
be incidental to the Fund's  objective.  There can be no assurance that the Fund
will, in fact,  achieve its objective.  The investment  objective of the Fund is
not fundamental and may be changed by the Trustees without shareholder approval.
    

PORTFOLIO POLICIES

   
     The  Prospectus  discusses  the types of  securities in which the Fund will
invest,  portfolio  policies of the Fund and the  investment  techniques  of the
Fund. The Prospectus  includes a discussion of portfolio turnover policies.  The
Fund's portfolio  turnover rates (total  purchases or sales,  whichever is less,
compared to average monthly value of portfolio  securities) for the fiscal years
ended October 31, 1995 and October 31, 1994, were 113% and 114%, respectively.
    

INVESTMENT RESTRICTIONS

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

     (1) Own  more  than 10% of the  outstanding  voting  securities  of any one
issuer and, as to  seventy-five  percent (75%) of the value of its total assets,
purchase the  securities  of any one issuer  (except cash items and  "government
securities" as defined under the Investment Company Act of 1940, as amended (the
"1940 Act")), if immediately  after and as a result of such purchase,  the value
of the holdings of the Fund in the  securities of such issuer  exceeds 5% of the
value of the Fund's total assets.

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

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

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

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

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

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

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

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

     (b) The Fund will not (i) enter  into any  futures  contracts  and  related
options  for  purposes  other  than bona fide  hedging  transactions  within the
meaning of Commodity  Futures  Trading  Commission  ("CFTC")  regulations if the
aggregate initial margin and premiums required to establish positions in futures
contracts  and related  options that 


                                       3
<PAGE>

   
do not fall within the definition of bona fide hedging  transactions will exceed
5% of the fair market value of the Fund's net assets,  after taking into account
unrealized  profits and  unrealized  losses on any such contracts it has entered
into; and (ii) enter into any futures  contracts if the aggregate  amount of the
Fund's  commitments under outstanding  futures contracts  positions would exceed
the market value of its total assets.
    

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

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

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

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

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

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

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

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

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

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


                                       4
<PAGE>

TYPES OF SECURITIES AND INVESTMENT TECHNIQUES

   
ILLIQUID INVESTMENTS

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

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

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

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

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

PASS-THROUGH SECURITIES

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


                                       5
<PAGE>

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

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

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

     Asset-backed  securities represent interests in pools of consumer loans and
are backed by paper or accounts  receivables  originated  by banks,  credit card
companies  or other  providers of credit.  Generally,  the  originating  bank or
credit provider is neither the obligor or guarantor of the security and interest
and principal payments ultimately depend upon payment of the underlying loans by
individuals.  Tax-exempt  asset-backed  securities  include  units of beneficial
interests in pools of purchase contracts, financing leases, and sales agreements
that may be created  when a  municipality  enters into an  installment  purchase
contract or lease with a vendor.  Such  securities  may be secured by the assets
purchased or leased by the  municipality;  however,  if the  municipality  stops
making  payments,  there generally will be no recourse  against the vendor.  The
market for tax-exempt  asset-backed  securities is still  relatively  new. These
obligations are likely to involve unscheduled prepayments of principal.

   
DEPOSITARY RECEIPTS

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

MUNICIPAL OBLIGATIONS

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


                                       6
<PAGE>

OTHER INCOME-PRODUCING SECURITIES

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

   
     Variable and floating  rate  obligations.  These types of  securities  have
variable or floating rates of interest and, under certain limited circumstances,
may have varying  principal  amounts.  Variable and floating rate securities pay
interest  at rates  that are  adjusted  periodically  according  to a  specified
formula,  usually with reference to some interest rate index or market  interest
rate (the "underlying index"). See also "Inverse Floaters."
    

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

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

     Inverse  floaters.  Inverse  floaters are debt  instruments  whose interest
bears an inverse relationship to the interest rate on another security.  Certain
inverse  floaters may have an interest rate reset  mechanism that multiplies the
effects of change in the  underlying  index.  Such  mechanism  may  increase the
volatility of the  security's  market value.  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.  The Fund will not
invest more than 5% of its assets in inverse floaters.
    

     The Fund  will  purchase  standby  commitments,  tender  option  bonds  and
instruments  with demand  features  primarily for the purpose of increasing  the
liquidity of its portfolio.

       

HIGH-YIELD/HIGH-RISK BONDS

   
     The  Fund  may  invest  up to 35% of  its  net  assets  in  corporate  debt
securities that are rated below investment grade  (securities  rated BB or lower
by Standard & Poor's  Ratings  Services  ("Standard & Poor's") or Ba or lower by
Moody's  Investors  Services,  Inc.  ("Moody's")).  Lower rated bonds  involve a
higher  degree of credit  risk,  which is the risk that the issuer will not make
interest  or  principal  payments  when due.  In the  event of an  unanticipated
default, the Fund would experience a reduction in its income, and could expect a
decline in the market value of the securities so affected.
    

     The Fund may also invest in unrated debt securities of foreign and domestic
issuers.  Unrated  debt,  while not  necessarily  of lower  quality  than  rated
securities,  may  not  have  as  broad  a  market.  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.  Because of
the size and  perceived  demand  of the  issue,  among  other  factors,  certain
municipalities  may not incur  the  costs of  obtaining  a  rating.  The  Fund's
portfolio managers will analyze the  creditworthiness  of the issuer, as well as
any  financial  institution  or other  party  responsible  for  payments  on the
security,  in determining  whether to purchase unrated municipal bonds.  Unrated
debt securities will be included in the 35% limit unless the portfolio  managers
deem such securities to be the equivalent of investment grade securities.

REPURCHASE AND REVERSE REPURCHASE AGREEMENTS

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


                                       7
<PAGE>

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

FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS

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

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

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

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

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


                                       8
<PAGE>

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

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

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

     The  prices of futures  contracts  depend  primarily  on the value of their
underlying  instruments.  Because there are a limited number of types of futures
contracts,  it is possible that the standardized  futures contracts available to
the Fund will not match exactly the Fund's current or potential investments. The
Fund may buy and sell futures  contracts  based on underlying  instruments  with
different  characteristics  from the securities in which it typically  invests -
for  example,  by hedging  investments  in portfolio  securities  with a futures
contract  based on a broad index of  securities  which  involves a risk that the
futures position will not correlate precisely with the performance of the Fund's
investments.

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

   
     Because futures  contracts are generally settled within a day from the date
they are closed out,  compared  with a settlement  period of three days for some
types of securities,  the futures markets can provide superior  liquidity to the
securities markets. Nevertheless,  there is no assurance that a liquid secondary
market will exist for any particular futures contract at any particular time. In
addition,  futures  exchanges may establish daily price  fluctuation  limits for
futures  contracts  and may halt trading if a  contract's  price moves upward or
downward  more than the limit in a given day. On volatile  trading days when the
price fluctuation  limit is reached,  it may be impossible for the Fund to enter
    


                                       9
<PAGE>

into new positions or close out existing positions.  If the secondary market for
a  futures  contract  is not  liquid  because  of price  fluctuation  limits  or
otherwise,  the Fund may not be able to promptly liquidate  unfavorable  futures
positions  and  potentially  could be  required  to  continue  to hold a futures
position  until the  delivery  date,  regardless  of changes in its value.  As a
result,  the Fund's  access to other assets held to cover its futures  positions
also could be impaired.

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

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

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

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

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

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


                                       10
<PAGE>

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

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

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

     Options  on  Foreign  Currencies.  The Fund may buy and  write  options  on
foreign  currencies  in a manner  similar  to that in which  futures  or forward
contracts on foreign currencies will be utilized.  For example, a decline in the
U.S.  dollar  value of a foreign  currency  in which  portfolio  securities  are
denominated will reduce the U.S. dollar value of such securities,  even if their
value in the foreign currency remains constant. In order to protect against such
diminutions in the value of portfolio  securities,  the Fund may buy put options
on the foreign currency.  If the value of the currency  declines,  the Fund will
have the right to sell such currency for a fixed amount in U.S. dollars, thereby
offsetting, in whole or in part, the adverse effect on its portfolio.

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

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

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


                                       11
<PAGE>

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

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

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

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

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

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

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

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

     In the case of a written call option,  effecting a closing transaction will
permit the Fund to write  another call option on the  underlying  security  with
either a different  exercise price or expiration  date or both. In the case of a


                                       12
<PAGE>

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

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

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

     The Fund may write options in connection with  buy-and-write  transactions.
In other words, the Fund may buy a security and then write a call option against
that  security.  The  exercise  price of such call will depend upon the expected
price movement of the underlying  security.  The exercise price of a call option
may  be   below   ("in-the-money"),   equal   to   ("at-the-money")   or   above
("out-of-the-money")  the current value of the  underlying  security at the time
the  option is  written.  Buy-and-write  transactions  using  in-the-money  call
options  may be used  when it is  expected  that  the  price  of the  underlying
security  will  remain  flat or decline  moderately  during  the option  period.
Buy-and-write  transactions  using at-the-money call options may be used when it
is expected  that the price of the  underlying  security  will  remain  fixed or
advance  moderately during the option period.  Buy-and-write  transactions using
out-of-the-money  call options may be used when it is expected that the premiums
received from writing the call option plus the  appreciation in the market price
of the  underlying  security up to the  exercise  price will be greater than the
appreciation in the price of the underlying  security alone. If the call options
are exercised in such transactions,  the Fund's maximum gain will be the premium
received  by it for writing the option,  adjusted  upwards or  downwards  by the
difference  between the Fund's  purchase  price of the security and the exercise
price. If the options are not exercised and the price of the underlying security
declines,  the  amount of such  decline  will be offset by the amount of premium
received.

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

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

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


                                       13
<PAGE>

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

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

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

     There is no limit on the amount of interest rate swap transactions that may
be entered into by the Fund. These  transactions  may in some instances  involve
the  delivery  of  securities  or  other  underlying  assets  by the Fund or its
counterparty   to   collateralize   obligations   under  the  swap.   Under  the
documentation  currently used in those markets, the risk of loss with respect to
interest  rate swaps is limited to the net amount of the payments  that the Fund
is contractually  obligated to make. If the other party to an interest rate swap
that is not  collateralized  defaults,  the Fund  would risk the loss of the net
amount of the payments that it  contractually  is entitled to receive.  The Fund
may buy and sell (i.e.,  write) caps and floors without  limitation,  subject to
the segregation requirement described above.

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

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

     The purchase and sale of exchange-traded foreign currency options, however,
is  subject  to the  risks  of the  availability  of a liquid  secondary  market
described  above,  as well as the  risks  regarding  adverse  market  movements,
margining  


                                       14
<PAGE>

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

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

   
INVESTMENT ADVISER

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

     The Fund pays  custodian and transfer  agent fees and  expenses,  brokerage
commissions  and  dealer  spreads  and other  expenses  in  connection  with the
execution of portfolio transactions, legal and accounting expenses, interest and
taxes,  registration  fees,  expenses of  shareholders'  meetings and reports to
shareholders,  fees and expenses of Trustees who are not  affiliated  with Janus
Capital,  costs of  preparing,  printing and mailing the Fund's  Prospectus  and
Statement of Additional Information to current shareholders,  and other costs of
complying with applicable  laws regulating the sale of Fund shares.  Pursuant to
the  Advisory  Agreement,   Janus  Capital  furnishes  certain  other  services,
including net asset value determination and Fund accounting,  recordkeeping, and
blue sky registration and monitoring services,  for which the Fund may reimburse
Janus Capital for its costs.

     The Fund has agreed to  compensate  Janus  Capital for its  services by the
monthly  payment of a fee at the annual  rate of 1% of the first $30  million of
the  Fund's  average  daily net  assets,  0.75% of the next $270  million of the
Fund's  average  daily net assets,  0.70% of the next $200 million of the Fund's
average daily net assets,  and 0.65% of the average daily net assets of the Fund
in excess of $500 million. However, Janus Capital has agreed to waive its fee by
an amount equal to the amount, if any, that the Fund's normal operating expenses
chargeable to its income  account in any fiscal year,  including the  investment
advisory  fee  but  excluding  brokerage   commissions,   interest,   taxes  and
extraordinary  expenses,  exceed the most restrictive  limitation imposed by any
state. The Fund believes that the most restrictive  limitation applicable to the
Fund is 2.50% of the first $30 million of average  daily net assets,  plus 2.00%
of the next $70 million of average  daily net assets,  plus 1.50% of the balance
of the average daily net assets of the Fund for a fiscal year.

     For the fiscal year ended October 31, 1995, the investment advisory fee was
$10,947,796.  For the fiscal years ended October 31, 1994, and October 31, 1993,
the Fund incurred  investment  advisory  fees of  $10,631,388  and  $12,126,462,
respectively. Janus Capital did not waive any portion of its fee in any of these
years.

     The current  Advisory  Agreement became effective on August 7, 1992, and it
will continue in effect until June 16, 1996, and thereafter from year to year so
long as such  continuance  is  approved  annually  by a  majority  of the Fund's
Trustees who are not parties to the Advisory  Agreement or interested persons of
any such party, and by either a majority of the outstanding voting shares or the
Trustees of the Fund.  The Advisory  Agreement i) may be terminated  without the
payment of any penalty by the Fund or Janus Capital on 60 days' written  notice;
ii)  terminates  automati-cally  in  the  event  of  its  assignment;  and  iii)
generally,  may not be amended without the approval by vote of a majority 
    


                                       15
<PAGE>

of the  Trustees of the Fund,  including  the  Trustees  who are not  interested
persons of the Fund or Janus  Capital  and,  to the extent  required by the 1940
Act, the vote of a majority of the outstanding voting securities of the Fund.

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

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

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

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

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

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

CUSTODIAN, TRANSFER AGENT AND CERTAIN AFFILIATIONS

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

     Janus  Service  Corporation  ("Janus  Service"),  P.O. Box 173375,  Denver,
Colorado 80217-3375,  a wholly-owned  subsidiary of Janus Capital, is the Fund's
transfer   agent.   In  addition,   Janus   Service   provides   certain   other
administrative,  recordkeeping and shareholder  relations  services to the Fund.
For transfer agency and other services,  Janus Service receives a fee calculated
at an annual rate of $16 per Fund  shareholder  account.  In addition,  the Fund
pays DST Systems,  Inc. ("DST"),  a subsidiary of KCSI, license fees for the use
of DST's shareholder  accounting and portfolio and fund accounting systems,  and
postage and forms costs of a DST affiliate  incurred in mailing Fund shareholder
transaction confirmations.

     During the fiscal year ended October 31, 1995,  the Fund paid the following
fees to Janus  Service and DST, net of credits:  $2,401,140 to Janus Service and
$791,940 (including out-of-pocket expenses) to DST.

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


                                       16
<PAGE>

   
     During the fiscal period ended October 31, 1995,  IFTC served as the Fund's
transfer agent and Janus Service serviced as subtransfer agent. Prior to January
1995,  IFTC may have been deemed an  affiliate  of the Fund  through a degree of
common  ownership.  IFTC is no longer affiliated with the Fund. As of January 1,
1996,  Janus Service  became the direct  transfer  agent of the Fund and IFTC no
longer serves as transfer agent.

     Janus  Distributors,  Inc.  ("Janus  Distributors"),  100 Fillmore  Street,
Denver,  Colorado  80206,  a  wholly-owned  subsidiary  of Janus  Capital,  is a
distributor of the Fund.  Janus  Distributors  is registered as a  broker-dealer
under the Securities  Exchange Act of 1934 (the "Exchange  Act") and is a member
of the National Association of Securities Dealers,  Inc. Janus Distributors acts
as the agent of the Fund in connection with the sale of its shares in all states
in which the shares are registered and in which Janus  Distributors is qualified
as  a  broker-dealer.  Under  the  Distribution  Agreement,  Janus  Distributors
continuously  offers the Fund's shares and accepts orders at net asset value. No
sales charges are paid by  investors.  Promotional  expenses in connection  with
offers and sales of shares are paid by Janus Capital.
    

PORTFOLIO TRANSACTIONS AND BROKERAGE

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

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

   
     Most brokers and dealers used by Janus Capital  provide  research and other
services  described  above.  For the year ended October 31, 1995,  the Fund paid
$1,154,069  of its  total  brokerage  commissions  to  brokers  and  dealers  in
transactions  identified  for  execution  primarily on the basis of research and
other  services  provided to the Fund on  transactions  of  $489,319,622,  which
represents 27.33% of all transactions. Research received from brokers or dealers
is supplemental to Janus Capital's own research efforts.
    

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

     Janus Capital does not enter into agreements with any brokers regarding the
placement  of  securities  transactions  because of the research  services  they
provide.   It  does,   however,   have  an  internal  procedure  for  allocating


                                       17
<PAGE>

transactions in a manner consistent with its execution policy to brokers that it
has identified as providing superior  executions and research,  research-related
products or services  which  benefit its advisory  clients,  including the Fund.
Research products and services incidental to effecting  securities  transactions
furnished  by brokers or dealers  may be used in  servicing  any or all of Janus
Capital's clients and such research may not necessarily be used by Janus Capital
in connection  with the accounts  which paid  commissions  to the  broker-dealer
providing such research products and services.

   
     Janus Capital may consider sales of Fund shares by a  broker-dealer  or the
recommendation  of a  broker-dealer  to its  customers  that they  purchase Fund
shares as a factor in the selection of  broker-dealers to execute Fund portfolio
transactions. 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. In placing portfolio business with such broker-dealers,  Janus Capital will
seek the best execution of each transaction.
    

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

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

   
     The total  amount of  brokerage  commissions  paid by the Fund  during  the
fiscal year ended October 31, 1995, was  $3,920,258.  For the fiscal years ended
October 31, 1994, and October 31, 1993,  the Fund paid brokerage  commissions of
$3,243,457 and $3,850,849,  respectively.  Included in the brokerage commissions
paid for the fiscal year ended October 31, 1995,  was $143,719 paid through DSTS
which served to reduce by $107,789  certain  out-of-pocket  expenses paid by the
Fund.  Included in brokerage  commissions paid for the fiscal year ended October
31, 1994 and October 31, 1993, was $116,255 and $50,346 and, respectively,  paid
through  DSTS  which  served to reduce by  $87,191  and  $37,760,  respectively,
certain out-of-pocket expenses.  Brokerage commissions paid through DSTS for the
1995 fiscal year represented 3.67% of the Fund's aggregate brokerage commissions
for such fiscal year,  while 4.38% of the aggregate  dollar amount of the Fund's
portfolio  transactions  involving a commission  payment were  executed  through
DSTS.  The  difference  between  commissions  paid to DSTS and expenses  reduced
constitute  commissions paid to an unaffiliated clearing broker.  Differences in
the percentage of total commissions  versus the percentage of total transactions
is due, in part, to variations  among share prices and number of shares  traded,
while average price per share commission rates were substantially the same.
    


                                       18
<PAGE>

OFFICERS AND TRUSTEES

     The  following  are the names of the  Trustees  and  officers of the Trust,
together with a brief description of their principal occupations during the last
five years. In August 1992, Janus Venture Fund, Inc. and Janus Twenty Fund, Inc.
(both  separate   Maryland   corporations)   and  the  Janus  Income  Series  (a
Massachusetts  business trust  comprised of the Janus  Flexible  Income Fund and
Janus  Intermediate  Government  Securities Fund series) were  reorganized  into
separate  series of the Trust.  In general,  all  references to Trust offices in
this section include comparable  offices with the respective  predecessor funds,
unless a Trust office was filled subsequent to the reorganization.

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

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

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

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

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

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

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

- --------------------------------------------------------------------------------
* Interested person of the Trust and of Janus Capital.
# Member of the Executive Committee.

                                       19
<PAGE>

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

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

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

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

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

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

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

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


- --------------------------------------------------------------------------------
# Member of the Executive Committee.

                                       20
<PAGE>

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

<TABLE>
<CAPTION>
                                      Aggregate Compensation                Total Compensation from the
                                   from the Fund for fiscal year           Janus Funds for calendar year
Name of Person, Position               ended October 31,1995                 ended December 31, 1995**
- --------------------------------------------------------------------------------------------------------
<S>                                          <C>                                         <C>
Thomas H. Bailey, Chairman                     --                                        $
James P. Craig, III, Trustee*+                 --                                        $
John W. Shepardson, Trustee                  $3,732                                      $
William D. Stewart, Trustee                  $3,376                                      $
Gary O. Loo, Trustee                         $3,376                                      $
Dennis B. Mullen, Trustee                    $3,786                                      $
Martin H. Waldinger, Trustee                 $4,034                                      $
- --------------------------------------------------------------------------------------------------------
</TABLE>

*    An interested person of the Fund and of Janus Capital. Compensated by Janus
     Capital and not the Fund.
**   As of December 31, 1995, Janus Funds consisted of two registered investment
     companies comprised of a total of 26 funds.
+    Mr. Craig became a Trustee as of June 30, 1995.
    

PURCHASE OF SHARES

     The Fund has discontinued public sales of its shares to new investors. Only
shareholders  who  maintain  open  accounts  are  permitted  to continue to make
investments  in the  Fund  and to  reinvest  any  dividends  and  capital  gains
distributions. Once a Fund account is closed, additional investments in the Fund
may not be possible.  The Prospectus  contains  detailed  information  about the
purchase of shares.  Additional  information  may be obtained  directly from the
Fund by writing to the Fund at P.O. Box 173375, Denver, Colorado 80217-3375.

NET ASSET VALUE DETERMINATION

   
     As stated in the Prospectus,  the net asset value ("NAV") of Fund shares is
determined once each day on which the New York Stock Exchange  ("NYSE") is open,
at the close of its regular trading session  (normally 4:00 p.m., New York time,
Monday  through  Friday).  The NAV of Fund shares is not  determined on days the
NYSE is closed  (generally,  New  Year's  Day,  Presidents'  Day,  Good  Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas).  The per
share NAV of the Fund is  determined  by dividing  the total value of the Fund's
securities  and other assets,  less  liabilities,  by the total number of shares
outstanding.  In determining NAV,  securities listed on an Exchange,  the NASDAQ
National  Market and foreign  markets  are valued at the closing  prices on such
markets,  or if such  price  is  lacking  for  the  trading  period  immediately
preceding the time of determination, such securities are valued at their current
bid price.  Municipal  securities  held by the Fund are traded  primarily in the
over-the-counter  market.  Valuations of such securities are furnished by one or
more  pricing  services  employed by the Fund and are based upon a  computerized
matrix  system or  appraisals  obtained  by a pricing  service,  in each case in
reliance upon  information  concerning  market  transactions and quotations from
recognized municipal securities dealers. Other securities that are traded on the
over-the-counter  market  are  valued  at  their  closing  bid  prices.  Foreign
securities and currencies are converted to U.S.  dollars using the exchange rate
in effect at the close of the NYSE.  The Fund will determine the market value of
individual  securities  held by it,  by  using  prices  provided  by one or more
professional  pricing  services  which may provide market prices to other funds,
or, as needed, by obtaining market  quotations from independent  broker-dealers.
Short-term  securities  maturing within 60 days are valued on the amortized cost
basis.  Securities  for which  quotations are not readily  available,  and other
assets,  are valued at fair values  determined  in good faith  under  procedures
established by and under the supervision of the Trustees.
    

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


                                       21
<PAGE>

REINVESTMENT OF DIVIDENDS AND DISTRIBUTIONS

   
     If investors do not elect in writing or by phone to receive their dividends
and distributions in cash, all income dividends and capital gains distributions,
if any, on the Fund's shares are reinvested  automatically in additional  shares
of the Fund at the NAV determined on the first business day following the record
date.   Checks  for  cash  dividends  and  distributions  and  confirmations  of
reinvestments  are  usually  mailed to  shareholders  within  ten days after the
record date. Any election of the manner in which a shareholder wishes to receive
dividends and  distributions  (which may be made on the New Account  Application
form or by phone) will apply to dividends and  distributions the record dates of
which fall on or after the date that the Fund  receives  such notice.  Investors
receiving cash  distributions  and dividends may elect in writing or by phone to
change back to automatic reinvestment at any time.
    

REDEMPTION OF SHARES

   
     Procedures  for  redemption  of shares  are set forth in the  Shareholder's
Manual  section of the  Prospectus.  Shares  normally will be redeemed for cash,
although the Fund  retains the right to redeem its shares in kind under  unusual
circumstances,  in order to protect the interests of remaining shareholders,  by
delivery of securities selected from its assets at its discretion.  However, the
Fund is governed by Rule 18f-1 under the 1940 Act,  which  requires  the Fund to
redeem  shares  solely in cash up to the lesser of  $250,000 or 1% of the NAV of
the Fund during any 90-day period for any one shareholder. Should redemptions by
any  shareholder  exceed  such  limitation,  the Fund  will  have the  option of
redeeming  the excess in cash or in kind.  If shares are  redeemed in kind,  the
redeeming  shareholder  might incur  brokerage costs in converting the assets to
cash. The method of valuing  securities used to make redemptions in kind will be
the same as the method of valuing portfolio securities described under "Purchase
of Shares - Net Asset Value Determination" and such valuation will be made as of
the same time the redemption price is determined.
    

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

SHAREHOLDER ACCOUNTS

     Detailed  information about the general procedures for shareholder accounts
and specific types of accounts is set forth in the Prospectus.  Applications for
specific types of accounts may be obtained by calling the Fund at 1-800-525-3713
or writing to the Fund at P.O. Box 173375, Denver, Colorado 80217-3375.

   
TELEPHONE TRANSACTIONS

     As  stated  in the  Prospectus,  shareholders  may  initiate  a  number  of
transactions  by telephone.  The Fund,  its transfer  agent and its  distributor
disclaim  responsibility  for  the  authenticity  of  instructions  received  by
telephone.  Such  entities  will employ  reasonable  procedures  to confirm that
instructions communicated by telephone are genuine. Such procedures may include,
among others,  requiring personal  identification prior to acting upon telephone
instructions,  providing  written  confirmation  of the  transactions  and  tape
recording telephone conversations.
    

SYSTEMATIC WITHDRAWALS

     As stated in the  Shareholder's  Manual section of the  Prospectus,  if you
have  a  regular  account  or  are  eligible  for  normal  distributions  from a
retirement plan, you may establish a systematic withdrawal program. The payments
will be made from the proceeds of periodic  redemptions of shares in the account
at the NAV.  Depending on the size or frequency of the disbursements  requested,
and the  fluctuation  in  value of the  Fund's  portfolio,  redemptions  for the
purpose  of  making  such   disbursements   may  reduce  or  even   exhaust  the
shareholder's account.  Either an investor or the Fund, by written notice to the
other,  may terminate  the  investor's  systematic  withdrawal  program  without
penalty at any time.

     Information about requirements to establish a systematic withdrawal program
may be obtained  by writing or calling  the Fund at the address or phone  number
shown above.


                                       22
<PAGE>

RETIREMENT PLANS

   
     The Fund offers several  different types of tax-deferred  retirement  plans
that an investor  may  establish  to invest in Fund  shares,  depending on rules
prescribed by the Code. The Individual Retirement Account ("IRA") may be used by
most  individuals who have taxable  compensation.  Simplified  Employee  Pension
Plans ("SEPs") and Defined  Contribution Plans (Profit Sharing or Money Purchase
Pension  Plans)  may  be  used  by  most  employers,   including   corporations,
partnerships and sole proprietors,  for the benefit of business owners and their
employees.  In addition,  the Fund offers a Section 403(b)(7) Plan for employees
of educational  organizations  and other  qualifying  tax-exempt  organizations.
Investors  should consult their tax advisor or legal counsel before  selecting a
retirement plan.

     Contributions  under IRAs,  SEPs,  Defined  Contribution  Plans and Section
403(b)(7)  Plans are subject to specific  contribution  limitations.  Generally,
such  contributions  may be invested at the  direction of the  participant.  The
investment  is then held by IFTC as  custodian.  Each  participant's  account is
charged an annual fee of $12.  There is a maximum annual fee of $24 per taxpayer
identification number.
    

     Distributions  from  retirement  plans are  generally  subject to  ordinary
income tax and may be subject to an additional 10% tax if withdrawn prior to age
59 1/2. Several exceptions to the general rule may apply. However,  shareholders
must start withdrawing  retirement plan assets no later than April 1 of the year
after they reach age 70 1/2.  Several  methods  exist to determine the amount of
the minimum  annual  distribution.  Shareholders  should  consult with their tax
advisor or legal counsel prior to receiving any distribution from any retirement
plan, in order to determine the income tax impact of any such distribution.

     To receive additional  information about IRAs, SEPs,  Defined  Contribution
Plans  and  Section  403(b)(7)  Plans  along  with the  necessary  materials  to
establish  an account,  please call the Fund at  1-800-525-3713  or write to the
Fund at P.O. Box 173375, Denver, Colorado 80217-3375. No contribution to an IRA,
SEP, Defined  Contribution  Plan or Section 403(b)(7) Plan can be made until the
appropriate forms to establish any such plan have been completed.

INCOME DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX STATUS

   
     It is a policy of the Fund to make  distributions of  substantially  all of
its  investment  income and any net realized  capital  gains.  Any capital gains
realized during each fiscal year of the Fund ended October 31, as defined by the
Code, are normally  declared and payable to shareholders  in December.  The Fund
intends to qualify  as a  regulated  investment  company by  satisfying  certain
requirements prescribed by Subchapter M of the Code.

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

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

PRINCIPAL SHAREHOLDERS

   
     As of December 1, 1995,  the  officers  and Trustees of the Fund as a group
owned less than 1% of the  outstanding  shares of the Fund.  In addition,  as of
December 1, 1995, Charles Schwab & Co. Inc.  ("Schwab"),  101 Montgomery Street,
San Francisco,  CA 94104-4122,  owned of record 8.74% of the Fund's  outstanding
shares.  According  to  information  provided by Schwab,  this  ownership  is by
nominee only and does not represent beneficial ownership of such shares, because
they have no investment  discretion or voting power with respect to such shares.
To the  knowledge  of the  Fund,  no  other  person  owned  more  than 5% of the
outstanding shares of the Fund as of the above date.
    


                                       23
<PAGE>

MISCELLANEOUS INFORMATION

   
     The Fund was  originally  organized in 1984 as a Maryland  corporation.  On
August 7, 1992, the Fund was reorganized from a Maryland  corporation into Janus
Venture Fund, a separate series of the Trust.  Pursuant to this  reorganization,
the Trust assumed all the assets and  liabilities  of Janus Venture Fund,  Inc.,
and shareholders received shares of Janus Venture Fund series of the Trust equal
both in number and net asset value to their shares of Janus Venture  Fund,  Inc.
All  references in this SAI to the Fund and all financial and other  information
about the Fund prior to August 7, 1992 are to the  former  Janus  Venture  Fund,
Inc.; all references  after August 7, 1992, are to the Janus Venture Fund series
of the Trust.  As the result of the  reorganization,  the fiscal year end of the
Fund  changed  from July 31 to October 31. As of the date of this SAI, the Trust
consists of 17 other series, which are offered by separate prospectuses.
    

     Janus  Capital  reserves  the right to the name  "Janus." In the event that
Janus Capital does not continue to provide  investment  advice to the Fund,  the
Fund must cease to use the name "Janus" as soon as reasonably practicable.

     Under  Massachusetts  law,  shareholders  of the Fund could,  under certain
circumstances,  be held liable for the  obligations  of the Fund.  However,  the
Declaration of Trust disclaims  shareholder liability for acts or obligations of
the Fund and requires that notice of this disclaimer be given in each agreement,
obligation or  instrument  entered into or executed by the Fund or the Trustees.
The  Declaration of Trust also provides for  indemnification  from the assets of
the Fund for all losses and expenses of any Fund shareholder held liable for the
obligations of the Fund.  Thus, the risk of a shareholder  incurring a financial
loss on  account of its  liability  as a  shareholder  of the Fund is limited to
circumstances  in which the Fund  would be unable to meet its  obligations.  The
possibility that these  circumstances would occur is remote. The Trustees intend
to  conduct  the  operations  of the  Fund to  avoid,  to the  extent  possible,
liability of shareholders for liabilities of the Fund.

SHARES OF THE TRUST

     The  Trust  is  authorized  to issue  an  unlimited  number  of  shares  of
beneficial  interest  with a par value of one cent per share for each  series of
the Trust.  Shares of the Fund are fully paid and nonassessable when issued. All
shares of the Fund participate  equally in dividends and other  distributions by
the Fund, and in residual assets of the Fund in the event of liquidation. Shares
of the Fund have no preemptive, conversion or subscription rights. Shares of the
Fund may be transferred  by endorsement or stock power as is customary,  but the
Fund is not bound to recognize any transfer until it is recorded on its books.

VOTING RIGHTS

   
     The present Trustees were elected at a meeting of shareholders held on July
10, 1992,  with the  exception of Mr. Craig who was appointed by the Trustees as
of June 30, 1995. Under the Declaration of Trust,  each Trustee will continue in
office until the  termination  of the Trust or his earlier  death,  resignation,
bankruptcy, incapacity or removal. Vacancies will be filled by a majority of the
remaining  Trustees,  subject to the 1940 Act.  Therefore,  no annual or regular
meetings of shareholders normally will be held, unless otherwise required by the
Declaration  of Trust or the 1940 Act.  Subject to the  foregoing,  shareholders
have the power to vote to elect or remove  Trustees,  to terminate or reorganize
the Fund, to amend the Declaration of Trust, to bring certain derivative actions
and on any other  matters on which a  shareholder  vote is  required by the 1940
Act, the Declaration of Trust, the Trust's Bylaws or the Trustees.

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

INDEPENDENT ACCOUNTANTS

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

REGISTRATION STATEMENT

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


                                       24
<PAGE>

PERFORMANCE INFORMATION

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

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

   
     The Fund was made  available for public sale on May 2, 1985.  The one year,
five year, ten year and lifetime  average  annual total returns,  computed as of
October 31, 1995,  for each of those  periods,  are 19.24%,  19.52%,  17.63% and
17.52%, respectively.
    

     From time to time in advertisements or sales material, the Fund may discuss
its performance  ratings or other  information as published by recognized mutual
fund  statistical  rating  services,  including,  but  not  limited  to,  Lipper
Analytical Services,  Inc., Ibbotson  Associates,  Micropal or Morningstar or by
publications  of  general  interest  such as Forbes or Money.  The Fund may also
compare its  performance  to that of other  selected  mutual funds,  mutual fund
averages or recognized stock market indicators,  including,  but not limited to,
the Standard & Poor's 500  Composite  Stock Price  Index,  the Standard & Poor's
Midcap Index, the Dow Jones Industrial  Average,  the Russell 2000 Index and the
NASDAQ  composite.  In  addition,  the Fund may compare its total  return to the
yield on U.S. Treasury  obligations and to the percentage change in the Consumer
Price Index. Such performance ratings or comparisons may be made with funds that
may have different investment restrictions,  objectives,  policies or techniques
than the Fund and such other  funds or market  indicators  may be  comprised  of
securities that differ significantly from the Fund's investments.

FINANCIAL STATEMENTS

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

DOCUMENTS INCORPORATED BY REFERENCE TO THE ANNUAL REPORT:

   
     Schedule of Investments as of October 31, 1995
     Statement of Operations for the period ended October 31, 1995
     Statement of Assets and Liabilities as of October 31, 1995
     Statements of Changes in Net Assets for the periods  ended October 31, 1995
          and 1994
     Financial Highlights for each of the periods indicated
     Notes to Financial Statements
     Report of Independent Accountants

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


                                       25
<PAGE>

APPENDIX A

   
EXPLANATION OF RATING CATEGORIES

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

STANDARD &POOR'S RATINGS SERVICES

BOND RATING       EXPLANATION
- --------------------------------------------------------------------------------
INVESTMENT GRADE
    

AAA            Highest  rating;  extremely  strong capacity to pay principal and
               interest.

AA             High quality; very strong capacity to pay principal and interest.

A              Strong  capacity to pay  principal  and  interest;  somewhat more
               susceptible to the adverse effects of changing  circumstances and
               economic conditions.

BBB            Adequate capacity to pay principal and interest; normally exhibit
               adequate protection  parameters,  but adverse economic conditions
               or  changing  circumstances  more  likely  to lead to a  weakened
               capacity to pay  principal  and  interest  than for higher  rated
               bonds.

   
NON-INVESTMENT GRADE
    

BB, B,         Predominantly  speculative with respect to the issuer's  capacity
CCC,  CC, C    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.
- --------------------------------------------------------------------------------

   
Unrated securities will be treated as noninvestment  grade securities unless the
portfolio  manager  determines  that  such  securities  are  the  equivalent  of
investment  grade  securities.  Securities that have received  ratings from more
than one agency are considered investment grade if at least one agency has rated
the security investment grade.
    


                                       26
<PAGE>


                      This page intentionally left blank.


                                       27
<PAGE>


                      This page intentionally left blank.


                                       28

<PAGE>


                                     [LOGO]

                             JANUS INVESTMENT FUND

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

                      STATEMENT OF ADDITIONAL INFORMATION
                               February 18, 1996
    





                            JANUS MONEY MARKET FUND
                       JANUS GOVERNMENT MONEY MARKET FUND
                       JANUS TAX-EXEMPT MONEY MARKET FUND
                                INVESTOR SHARES





   
     This  Statement  of  Additional   Information   ("SAI")  expands  upon  and
supplements the information contained in the current Prospectus for the Investor
Shares (the "Shares") of Janus Money Market Fund,  Janus Government Money Market
Fund and  Janus  Tax-Exempt  Money  Market  Fund  (individually,  a "Fund"  and,
collectively,  the  "Funds").  The  Funds  are each a  separate  series of Janus
Investment  Fund,  a  Massachusetts  business  trust  (the  "Trust").  Each Fund
represents shares of beneficial  interest in a separate  portfolio of securities
and other assets with its own objective and policies,  and is managed separately
by Janus Capital Corporation ("Janus Capital").

     This SAI is not a  Prospectus  and should be read in  conjunction  with the
Prospectus dated February 18, 1996, which is incorporated by reference into this
SAI and may be  obtained  from the Trust at the above  phone  number or address.
This SAI contains  additional  and more  detailed  information  about the Funds'
operations and activities than the Prospectus.
    


                                       1
<PAGE>

                      STATEMENT OF ADDITIONAL INFORMATION
                               TABLE OF CONTENTS

                                                                            Page
- --------------------------------------------------------------------------------
Investment Policies and Restrictions ......................................    3

Types of Securities and Investment Techniques .............................    4

Performance Data ..........................................................    7

Determination of Net Asset Value ..........................................    8

Investment Adviser and Administrator ......................................    8

Custodian, Transfer Agent and Certain Affiliations ........................   10

Portfolio Transactions and Brokerage ......................................   10

Officers and Trustees .....................................................   11

Purchase of Shares ........................................................   13

Redemption of Shares ......................................................   13

Retirement Plans ..........................................................   14

Dividends and Tax Status ..................................................   14

Principal Shareholders ....................................................   15

Miscellaneous Information .................................................   15

Shares of the Trust .......................................................   15

Voting Rights .............................................................   15

Independent Accountants ...................................................   15

Registration Statement ....................................................   16

Financial Statements ......................................................   16

Appendix A - Description of Securities Ratings ............................   17

Appendix B - Description of Municipal Securities ..........................   19
- --------------------------------------------------------------------------------


                                       2
<PAGE>

INVESTMENT POLICIES AND RESTRICTIONS

INVESTMENT OBJECTIVES

     As discussed in the Prospectus,  the investment  objective of each of Janus
Money  Market Fund and Janus  Government  Money  Market Fund is to seek  maximum
current  income  to  the  extent  consistent  with  stability  of  capital.  The
investment  objective of Janus  Tax-Exempt  Money Market Fund is to seek maximum
current income that is exempt from federal income taxes to the extent consistent
with  stability of capital.  There can be no assurance  that a Fund will achieve
its  investment  objective  or  maintain a stable  net asset  value of $1.00 per
share.  The investment  objectives of the Funds are not  fundamental  and may be
changed  by the  Trustees  of the Trust  (the  "Trustees")  without  shareholder
approval.

INVESTMENT RESTRICTIONS APPLICABLE TO ALL FUNDS

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

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

     The Funds have adopted the following fundamental policies:

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

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

     (3) A Fund may not act as an  underwriter  of securities  issued by others,
except to the extent that a Fund may be deemed an underwriter in connection with
the disposition of portfolio securities of such Fund.

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

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

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


                                       3
<PAGE>

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

     Each Fund has adopted the following nonfundamental  investment restrictions
that may be changed by the Trustees without shareholder approval:

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

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

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

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

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

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

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

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

TYPES OF SECURITIES AND INVESTMENT TECHNIQUES

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

     Under Rule 2a-7,  a Fund may not invest more than five percent of its total
assets  in  the  securities  of  any  one  issuer  other  than  U.S.  Government
Securities, provided that in certain cases a Fund may invest more than 5% of its
assets in a single issuer for a period of up to three business days. In the case
of Janus  Tax-Exempt  Money Market Fund, up to 25% of its assets may be invested
without regard to the foregoing limitations.

     Pursuant to Rule 2a-7,  each Fund  (except  Janus  Tax-Exempt  Money Market
Fund) will invest at least 95% of its total assets in  "first-tier"  securities.
First-tier  securities are eligible  securities that are rated, or are issued by
an issuer with short-term debt  outstanding that is rated, in the highest rating
category by the Requisite  NRSROs or are unrated and of comparable  quality to a
rated security. In addition, a Fund may invest in "second-tier" securities which
are eligible  securities  that are not first-tier  securities.  However,  a Fund
(except for Janus  Tax-Exempt Money Market Fund) may not invest in a second-tier
security  if  immediately  after the  acquisition  thereof  the Fund  would 


                                       4
<PAGE>

have  invested  more than (i) the greater of one percent of its total  assets or
one million  dollars in second-tier  securities  issued by that issuer,  or (ii)
five percent of its total assets in second-tier securities.

     The  following  discussion  of types of  securities  in which the Funds may
invest supplements and should be read in conjunction with the Prospectus.

PARTICIPATION INTERESTS

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

VARIABLE AND FLOATING RATE NOTES

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

MORTGAGE- AND ASSET-BACKED SECURITIES

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

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

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

     The  Funds may  invest in  mortgage-backed  securities  that are  issued by
agencies or instrumentalities  of the U.S.  government.  The Government National
Mortgage  Association  ("GNMA") is the principal federal government guarantor of
mortgage-backed  securities.  GNMA is a wholly-owned U.S. government corporation
within the Department of Housing and Urban  Development.  GNMA  Certificates are
debt  securities  which  represent  an  interest  in one  mortgage  or a pool of
mortgages which are insured by the Federal Housing Administration or the Farmers
Home Administration or are guaranteed by the Veterans Administration.  The Funds
may  also  invest  in  pools of  conventional  



                                       5
<PAGE>

mortgages  which are issued or  guaranteed  by agencies of the U.S.  government.
GNMA  pass-through  securities  are  considered  to be riskless  with respect to
default in that (i) the underlying mortgage loan portfolio is comprised entirely
of  government-backed  loans and (ii) the timely  payment of both  principal and
interest on the  securities  is  guaranteed  by the full faith and credit of the
U.S.  government,  regardless  of whether or not payments  have been made on the
underlying mortgages.  GNMA pass-through securities are, however, subject to the
same market risk as comparable debt securities. Therefore, the market value of a
Fund's GNMA  securities  can be expected to  fluctuate in response to changes in
prevailing interest rate levels.

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

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

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

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

REVERSE REPURCHASE AGREEMENTS

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

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

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES

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


                                       6
<PAGE>

due to market  fluctuation.  At the time a Fund makes the commitment to purchase
securities  on a  when-issued  or delayed  delivery  basis,  it will  record the
transaction as a purchase and thereafter reflect the value of such securities in
determining its net asset value.

MUNICIPAL LEASES

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

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

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

PERFORMANCE DATA

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

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

     Any current yield quotation of the Shares which is used in such a manner as
to be subject to the provisions of Rule 482(d) under the Securities Act of 1933,
as amended, shall consist of an annualized historical yield, carried at least to
the nearest  hundredth of one percent,  based on a specific  seven  calendar day
period.  The Fund's current yield shall be calculated by (a) determining the net
change during a seven calendar day period in the value of a hypothetical account
having a balance of one share at the  beginning of the period,  (b) dividing the
net change by the value of the account at the  beginning of the period to obtain
a base  period  return,  and  (c)  multiplying  the  quotient  


                                       7
<PAGE>

by 365/7 (i.e., annualizing).  For this purpose, the net change in account value
would reflect the value of additional  Shares purchased with dividends  declared
on the original Share and dividends  declared on both the original Share and any
such additional  Shares, but would not reflect any realized gains or losses from
the  sale of  securities  or any  unrealized  appreciation  or  depreciation  on
portfolio  securities.  In addition,  the Shares may advertise  effective  yield
quotations.  Effective  yield  quotations are calculated by adding 1 to the base
period return, raising the sum to a power equal to 365/7, and subtracting 1 from
the result (i.e., compounding).

     Janus  Tax-Exempt  Money Market Fund's tax equivalent  yield is the rate an
investor  would have to earn from a fully  taxable  investment in order to equal
such Shares' yield after taxes. Tax equivalent yields are calculated by dividing
Janus  Tax-Exempt  Money Market Fund's yield by one minus the stated  federal or
combined  federal and state tax rate.  If only a portion of the Shares' yield is
tax-exempt, only that portion is adjusted in the calculation.

   
     The  Shares'  current  yield and  effective  yield for the seven day period
ended October 31, 1995 is shown below:

                                                      Seven-day     Effective
Fund Name                                               yield    Seven-day Yield
- --------------------------------------------------------------------------------
Janus Money Market Fund-Investor Shares                  5.37%        5.51%
Janus Government Money Market Fund-Investor Shares       5.30%        5.45%
Janus Tax-Exempt Money Market Fund-Investor Shares*      3.48%        3.54%
- --------------------------------------------------------------------------------
*Janus  Tax-Exempt  Money Market Fund Investor  Shares' tax equivalent yield for
the seven day period ended October 31, 1995 was 4.83%.
    

     Although  published yield information is useful to investors in reviewing a
Fund's  performance,  investors should be aware that the Fund's yield fluctuates
from  day to day and  that the  Fund's  yield  for any  given  period  is not an
indication or  representation by the Fund of future yields or rates of return on
the Shares.  Also,  Processing  Organizations  may charge their customers direct
fees in connection  with an investment in a Fund,  which will have the effect of
reducing  the  Fund's net yield to those  shareholders.  The yield on a class of
Shares  is not  fixed or  guaranteed,  and an  investment  in the  Shares is not
insured.  Accordingly,  yield information may not necessarily be used to compare
Shares with investment alternatives which, like money market instruments or bank
accounts, may provide a fixed rate of interest. In addition, because investments
in the  Funds  are not  insured  or  guaranteed,  yield  on the  Shares  may not
necessarily be used to compare the Shares with investment alternatives which are
insured or guaranteed.

DETERMINATION OF NET ASSET VALUE

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

INVESTMENT ADVISER AND ADMINISTRATOR

   
     As stated in the Prospectus, each Fund has an Investment Advisory Agreement
with Janus Capital,  100 Fillmore  Street,  Denver,  Colorado  80206-4923.  Each
Advisory  Agreement  provides that Janus Capital will furnish  continuous advice
and  recommendations  concerning  the  Funds'  investments.  The Funds have each
agreed to  compensate  Janus  Capital for its  advisory  services by the monthly
payment of an advisory  fee at the annual rate of .20% of the average  daily net
assets of each  Fund.  However,  Janus  Capital  has agreed to waive .10% of the
advisory  fee  through  June 16,  1996.  In  addition,  the Funds pay  brokerage
commissions  or  dealer  spreads  and  other  expenses  in  connection  with the
execution of portfolio transactions.
    

     On  behalf  of the  Shares,  each of the  Funds  has also  entered  into an
Administration   Agreement   with  Janus   Capital.   Under  the  terms  of  the
Administration  Agreements,  each of the Funds has  agreed to  compensate  Janus
Capital for  administrative  services at the annual rate of .50% of the value of
the  average  daily net  assets of the Shares for  certain  services,  including
custody, transfer agent fees and expenses, legal fees not related to litigation,
accounting  expenses,   


                                       8
<PAGE>

   
net asset value determination and Fund accounting,  recordkeeping,  and blue sky
registration   and  monitoring   services,   registration   fees,   expenses  of
shareholders' meetings and reports to shareholders, costs of preparing, printing
and mailing the Shares' Prospectuses and Statements of Additional Information to
current  shareholders,  and  other  costs  of  complying  with  applicable  laws
regulating the sale of Shares.  Each Fund will pay those expenses not assumed by
Janus Capital,  including  interest and taxes, fees and expenses of Trustees who
are  not  affiliated   with  Janus  Capital,   audit  fees  and  expenses,   and
extraordinary costs.

     The following table  summarizes the advisory fees and  administration  fees
paid by the Shares and any  advisory  fee  waivers for the fiscal  period  ended
October 31, 1995:
    

<TABLE>
   
<CAPTION>
                                                        Advisory Fees      Advisory Fees       Administration
Fund Name                                              Prior to Waiver     After Waiver             Fees
- -------------------------------------------------------------------------------------------------------------
<S>                                                        <C>                <C>                <C>       
Janus Money Market Fund-Investor Shares                    $654,682           $327,341           $1,636,704
Janus Government Money Market Fund-Investor Shares         $124,754           $ 62,377           $  311,886
Janus Tax-Exempt Money Market Fund-Investor Shares         $ 81,412           $ 40,706           $  203,529
- -------------------------------------------------------------------------------------------------------------
</TABLE>
    

     The Advisory  Agreements for each Fund became effective on December 9, 1994
and will  continue in effect until June 16, 1996,  and  thereafter  from year to
year so long as such  continuance  is  approved  annually  by a majority  of the
Trustees who are not parties to the Advisory Agreements or interested persons of
any such party, and by either a majority of the outstanding voting shares or the
Trustees of the Funds. Each Advisory  Agreement i) may be terminated without the
payment of any penalty by any Fund or Janus Capital on 60 days' written  notice;
ii) terminates automatically in the event of its assignment; and iii) generally,
may not be amended  without the  approval  of a majority of the  Trustees of the
affected  Fund,  including the Trustees who are not  interested  persons of that
Fund or Janus Capital and, to the extent required by the 1940 Act, the vote of a
majority of the outstanding voting securities of that Fund.

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

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

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

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

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

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


                                       9
<PAGE>

CUSTODIAN, TRANSFER AGENT AND CERTAIN AFFILIATIONS

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

   
     Janus  Service  Corporation  ("Janus  Service"),  P.O. Box 173375,  Denver,
Colorado 80217-3375,  a wholly-owned  subsidiary of Janus Capital, is the Funds'
transfer   agent.   In  addition,   Janus   Service   provides   certain   other
administrative,  recordkeeping and shareholder  relations services to the Funds.
The Funds do not pay Janus Service a fee.

     Janus  Distributors,  Inc.  ("Janus  Distributors"),  100 Fillmore  Street,
Denver,  Colorado 80206-4923,  a wholly-owned  subsidiary of Janus Capital, is a
distributor of the Funds.  Janus  Distributors  is registered as a broker-dealer
under the Securities  Exchange Act of 1934 (the "Exchange  Act") and is a member
of the National Association of Securities Dealers,  Inc. Janus Distributors acts
as the agent of the  Funds in  connection  with the sale of their  shares in all
states in which the shares are  registered  and in which Janus  Distributors  is
qualified  as  a  broker-dealer.   Under  the  Distribution   Agreement,   Janus
Distributors  continuously  offers the Funds'  shares and accepts  orders at net
asset value.  No sales  charges are paid by investors.  Promotional  expenses in
connection with offers and sales of shares are paid by Janus Capital.
    

     Janus  Capital also may make  payments to selected  broker-dealer  firms or
institutions  which were instrumental in the acquisition of shareholders for the
Funds or which  performed  services with respect to  shareholder  accounts.  The
minimum  aggregate  size required for  eligibility  for such  payments,  and the
factors in selecting the broker-dealer firms and institutions to which they will
be made, are determined from time to time by Janus Capital.

PORTFOLIO TRANSACTIONS AND BROKERAGE

     Decisions  as to the  assignment  of  portfolio  business for the Funds and
negotiation of its commission rates are made by Janus Capital whose policy is to
obtain the "best execution" (prompt and reliable execution at the most favorable
security price) of all portfolio transactions. In placing portfolio transactions
for the  Funds,  Janus  Capital  may  agree  to pay  brokerage  commissions  for
effecting a securities  transaction  in an amount higher than another  broker or
dealer would have charged for effecting that  transaction  as authorized,  under
certain circumstances, by the Exchange Act.

   
     In  selecting  brokers and dealers and in  negotiating  commissions,  Janus
Capital  considers a number of  factors,  including  but not  limited to:  Janus
Capital's knowledge of currently available negotiated commission rates or prices
of  securities  currently  available and other current  transaction  costs;  the
nature of the security being traded;  the size and type of the transaction;  the
nature and  character  of the markets for the  security to be purchased or sold;
the desired  timing of the trade;  the  activity  existing  and  expected in the
market  for  the  particular  security;  confidentiality;  the  quality  of  the
execution,  clearance and settlement services; financial stability of the broker
or dealer;  the  existence  of actual or  apparent  operational  problems of any
broker or dealer; and research products or services provided. These research and
other  services  may  include,  but are not limited  to,  general  economic  and
security  market  reviews,   industry  and  company   reviews,   evaluations  of
securities,  recommendations  as to the  purchase  and sale of  securities,  and
access to third  party  publications,  computer  and  electronic  equipment  and
software.  Research  received from brokers or dealers is  supplemental  to Janus
Capital's own research efforts.

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

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

   
     Janus  Capital  may  consider  sales of  Shares by a  broker-dealer  or the
recommendation  of a broker-dealer to its customers that they purchase Shares as
a  factor  in  the  selection  of   broker-dealers  to  execute  Fund  portfolio
transactions. Janus Capital may also consider payments made by brokers effecting
transactions  for a 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.
In placing portfolio business with such broker-dealers,  Janus Capital will seek
the best execution of each transaction.
    

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


                                       10
<PAGE>

OFFICERS AND TRUSTEES

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

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

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

Sharon S. Pichler* - Executive Vice President and Portfolio Manager
100 Fillmore Street
Denver, CO 80206-4923
     Executive Vice President of Janus Money Market Fund, Janus Tax-Exempt Money
     Market  Fund and Janus  Government  Money  Market Fund series of the Trust.
     Vice  President of Janus  Capital.  Formerly,  Assistant Vice President and
     Portfolio  Manager  at  USAA  Investment  Management  Co.  (1990-1994)  and
     teaching associate at The University of Texas at San Antonio (1984-1990).

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

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

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

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

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

- --------------------------------------------------------------------------------
* Interested person of the Trust and of Janus Capital.
# Member of the Executive Committee.


                                       11
<PAGE>

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

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

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

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

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

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

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

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

<TABLE>
   
<CAPTION>
                                    Aggregate Compensation        Total Compensation from the
                                from the Funds for fiscal year    Janus Funds for calendar year
Name of Person, Position            ended October 31, 1995**       ended December 31, 1995***
- -----------------------------------------------------------------------------------------------
<S>                                             <C>                         <C>
Thomas H. Bailey, Chairman*                     $0                          $
James P. Craig, Trustee*+                       $0                          $
John W. Shepardson, Trustee                     $0                          $
William D. Stewart, Trustee                     $0                          $
Gary O. Loo, Trustee                            $0                          $
Dennis B. Mullen, Trustee                       $0                          $
Martin H. Waldinger, Trustee                    $0                          $
- -----------------------------------------------------------------------------------------------
</TABLE>

*    An  interested  person of the Funds and of Janus  Capital.  Compensated  by
     Janus Capital and not the Funds.
**   For the  fiscal  year  ended  October  31,  1995,  Janus  Capital  paid the
     Trustees' expenses.
***  As of December 31, 1995, Janus Funds consisted of two registered investment
     companies comprised of a total of 26 funds.
+    Mr. Craig became a Trustee as of June 30, 1995.
    


- --------------------------------------------------------------------------------
# Member of the Executive Committee.


                                       12
<PAGE>

PURCHASE OF SHARES

     As stated in the  Prospectus,  Janus  Distributors  is a distributor of the
Funds' shares. Shares are sold at the net asset value per share as determined at
the close of the regular  trading  session of the New York Stock  Exchange  (the
"NYSE" or the "Exchange")  next occurring after a purchase order is received and
accepted by a Fund. As stated in the Prospectus, the Funds each seek to maintain
a stable net asset value per share of $1.00. The Shareholder's Manual Section of
the Prospectus contains detailed information about the purchase of Shares.

REINVESTMENT OF DIVIDENDS AND DISTRIBUTIONS

     If investors do not elect in writing or by phone to receive their dividends
and distributions in cash, all income dividends and capital gains distributions,
if any, on Shares are reinvested automatically in additional Shares of that Fund
at the NAV  determined  on the first  business  day  following  the record date.
Checks for cash dividends and  distributions  and confirmations of reinvestments
are usually  mailed to  shareholders  within ten days after the record date. Any
election  (which may be made on the New  Account  Application  form or by phone)
will apply to dividends and  distributions  the record dates of which fall on or
after  the date that a Fund  receives  such  notice.  Investors  receiving  cash
distributions  and  dividends may elect in writing or by phone to change back to
automatic reinvestment at any time.

REDEMPTION OF SHARES

     Procedures  for  redemption  of Shares  are set forth in the  Shareholder's
Manual  section of the  Prospectus.  Shares  normally will be redeemed for cash,
although  each Fund  retains  the right to redeem  Shares in kind under  unusual
circumstances,  in order to protect the interests of remaining shareholders,  by
delivery of securities selected from its assets at its discretion.  However, the
Funds are governed by Rule 18f-1 under the 1940 Act, which requires each Fund to
redeem Shares solely in cash up to the lesser of $250,000 or 1% of the net asset
value of that Fund  during any 90-day  period  for any one  shareholder.  Should
redemptions by any shareholder exceed such limitation,  their Fund will have the
option of  redeeming  the excess in cash or in kind.  If Shares are  redeemed in
kind, the redeeming  shareholder  might incur  brokerage costs in converting the
assets to cash.  The method of valuing  securities  used to make  redemptions in
kind will be the same as the method of valuing  portfolio  securities  described
under  "Determination  of Net Asset Value" and such valuation will be made as of
the same time the redemption price is determined.

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

SHAREHOLDER ACCOUNTS

     Detailed  information about the general procedures for shareholder accounts
and specific types of accounts is set forth in the Prospectus.  Applications for
specific   types  of   accounts   may  be  obtained  by  calling  the  Funds  at
1-800-525-3713  or writing to the Funds at P.O.  Box  173375,  Denver,  Colorado
80217-3375.

SYSTEMATIC WITHDRAWALS

     As stated in the  Shareholder's  Manual section of the  Prospectus,  if you
have  a  regular  account  or  are  eligible  for  normal  distributions  from a
retirement plan, you may establish a systematic withdrawal program. The payments
will be made from the proceeds of periodic  redemptions of Shares in the account
at the net asset value.  Depending on the size or frequency of the disbursements
requested,  and the fluctuation in value of the Shares in the Fund's  portfolio,
redemptions  for the  purpose of making  such  disbursements  may reduce or even
exhaust the shareholder's account.  Either an investor or their Fund, by written
notice to the other, may terminate the investor's  systematic withdrawal program
without penalty at any time.

     Information about requirements to establish a systematic withdrawal program
may be obtained  by writing or calling the Funds at the address or phone  number
shown above.


                                       13
<PAGE>

RETIREMENT PLANS

     The Funds offer several  different types of tax-deferred  retirement  plans
that an  investor  may  establish  to  invest  in  Shares,  depending  on  rules
prescribed by the Internal  Revenue Code of 1986 and the regulations  thereunder
(the "Code").  The  Individual  Retirement  Account  ("IRA") may be used by most
individuals  who have taxable  compensation.  The  Simplified  Employee  Pension
("SEP")  and the  Defined  Contribution  Plans  may be  used by most  employers,
including  corporations,  partnerships and sole proprietors,  for the benefit of
business  owners and their  employees.  In  addition,  the Funds offer a Section
403(b)(7) Plan for employees of educational  organizations  and other qualifying
tax-exempt  organizations.  Investors  should consult their tax advisor or legal
counsel before selecting a retirement plan.

   
     Contributions under IRAs, SEPs, Defined  Contribution Plans (Profit Sharing
or Money  Purchase  Pension  Plans) and Section  403(b)(7)  Plans are subject to
specific contribution limitations. Generally, such contributions may be invested
at the direction of the  participant.  The  investment is then held by Investors
Fiduciary Trust Company  ("IFTC") as custodian.  Each  participant's  account is
charged an annual fee of $12, including any account with any of the Janus Funds.
There is a maximum annual fee of $24 per taxpayer identification number.
    

     Distributions  from  retirement  plans are  generally  subject to  ordinary
income tax and may be subject to an additional 10% tax if withdrawn prior to age
59 1/2. Several exceptions to the general rule may apply. However,  shareholders
must start withdrawing  retirement plan assets no later than April 1 of the year
after they reach age 70 1/2.  Several  methods  exist to determine the amount of
the minimum  annual  distribution.  Shareholders  should  consult with their tax
advisor or legal counsel prior to receiving any distribution from any retirement
plan, in order to determine the income tax impact of any such distribution.

     To receive additional  information about IRAs, SEPs,  Defined  Contribution
Plans  and  Section  403(b)(7)  Plans  along  with the  necessary  materials  to
establish an account,  please call the Funds at  1-800-525-3713  or write to the
Funds at P.O. Box 173375,  Denver,  Colorado  80217-3375.  No contribution to an
IRA, SEP, Defined  Contribution Plan or Section 403(b)(7) Plan can be made until
the appropriate forms to establish any such plan have been completed.

DIVIDENDS AND TAX STATUS

   
     Dividends  representing  substantially all of the net investment income and
any net realized  gains on sales of securities  are declared  daily,  Saturdays,
Sundays and holidays included,  and distributed on the last business day of each
month. If a month begins on a Saturday,  Sunday, or holiday, dividends for those
days are declared at the end of the  preceding  month and on the first  business
day of a month.  A  shareholder  may receive  dividends in cash or may choose to
have dividends automatically  reinvested in a Fund's Shares. As described in the
Prospectus, Shares purchased by wire on a day on which the Funds calculate their
net asset value will receive that day's  dividend if the purchase is effected at
or prior to 3:00 p.m.  (New York  time) for Janus  Money  Market  Fund and Janus
Government Money Market Fund and 12:00 p.m. (New York time) for Janus Tax-Exempt
Money Market Fund. Otherwise,  such Shares will begin to accrue dividends on the
following day.  Orders for purchase  accompanied by a check or other  negotiable
bank draft will be accepted and effected as of 4:00 p.m.  (New York time) on the
day of  receipt  and such  Shares  will begin to accrue  dividends  on the first
business day following  receipt of the order.  Requests for redemption of Shares
of a Fund will be redeemed at the next  determined net asset value. If processed
by 4:00 p.m. (New York time) such  redemption will generally  include  dividends
declared  through the day of redemption.  However,  redemption  requests made by
wire that are received prior to 3:00 p.m. (New York time) for Janus Money Market
Fund and Janus  Government  Money Market Fund and 12:00 p.m. (New York time) for
Janus Tax-Exempt Money Market Fund will result in Shares being redeemed that day
and no dividend will be accrued for such day. Proceeds of such a redemption will
normally be sent to the  predesignated  bank account on that day, but that day's
dividend will not be received.  If shares of a Fund were originally purchased by
check or through an Automated  Clearing  House  transaction,  the Fund may delay
transmittal  of  redemption  proceeds  up to 15 days in  order  to  ensure  that
purchase funds have been collected. Closing times for purchase and redemption of
Shares  may be changed  for days in which the bond  market or the New York Stock
Exchange close early.
    

     Distributions  for all of the Funds (except Janus  Tax-Exempt  Money Market
Fund) are  taxable  income and are  subject to federal  income tax  (except  for
shareholders exempt from income tax), whether such distributions are received in
cash or are reinvested in additional Shares. Full information  regarding the tax
status of income dividends and any capital gains distributions will be mailed to
shareholders  for tax  purposes  on or  before  January  31st of each  year.  As
described  in detail in the  Prospectus,  Janus  Tax-Exempt  Money  Market  Fund
anticipates that  substantially all income dividends it pays will be exempt from
federal  income  tax,  although  dividends  attributable  to interest on taxable
investments,  together  with  distributions  from  any net  realized  short-  or
long-term capital gains, are taxable.

     The Funds intend to qualify as regulated investment companies by satisfying
certain requirements prescribed by Subchapter M of the Code.


                                       14
<PAGE>

PRINCIPAL SHAREHOLDERS

   
     As of December 1, 1995,  the  officers and Trustees of the Funds as a group
owned  less  than 1% of the  outstanding  shares  of each of the  Funds.  To the
knowledge of the Funds,  no other  person owned more than 5% of the  outstanding
Shares of any Fund as of the above date.
    

MISCELLANEOUS INFORMATION

   
     Each Fund is a series of the Trust, a Massachusetts business trust that was
created on February 11,  1986.  The Trust is an open-end  management  investment
company  registered  under the 1940 Act.  As of the date of this SAI,  the Trust
consists of 18 separate  series,  three of which  currently offer two classes of
shares.  The Funds were added to the Trust as  separate  series on  December  9,
1994.
    

     Janus  Capital  reserves  the right to the name  "Janus." In the event that
Janus Capital does not continue to provide  investment  advice to the Funds, the
Funds must cease to use the name "Janus" as soon as reasonably practicable.

     Under  Massachusetts  law,  shareholders of the Funds could,  under certain
circumstances,  be held liable for the obligations of their Fund.  However,  the
Agreement  and  Declaration  of Trust (the  "Declaration  of  Trust")  disclaims
shareholder  liability  for acts or  obligations  of the Funds and requires that
notice of this disclaimer be given in each  agreement,  obligation or instrument
entered into or executed by the Funds or the Trustees.  The Declaration of Trust
also  provides for  indemnification  from the assets of the Funds for all losses
and expenses of any Fund  shareholder  held liable for the  obligations of their
Fund.  Thus, the risk of a shareholder  incurring a financial loss on account of
its liability as a shareholder  of one of the Funds is limited to  circumstances
in which  their Fund would be unable to meet its  obligations.  The  possibility
that these  circumstances  would occur is remote. The Trustees intend to conduct
the  operations  of the Funds to avoid,  to the extent  possible,  liability  of
shareholders for liabilities of their Fund.

SHARES OF THE TRUST

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

   
     The Trust is authorized to issue multiple  classes of shares for each Fund.
Currently, Janus Money Market Fund, Janus Government Money Market Fund and Janus
Tax-Exempt  Money  Market  Fund each offer two  classes  of  shares.  The Shares
discussed  in this SAI are  offered to the  general  public.  A second  class of
shares, Institutional Shares, is offered only to clients meeting certain minimum
investment criteria.
    

VOTING RIGHTS

   
     The present Trustees were elected at a meeting of shareholders held on July
10, 1992 with the exception of Mr. Craig who was appointed by the Trustees as of
June 30, 1995.  Under the  Declaration  of Trust,  each Trustee will continue in
office until the  termination  of the Trust or his earlier  death,  resignation,
bankruptcy, incapacity or removal. Vacancies will be filled by a majority of the
remaining  Trustees,  subject to the 1940 Act.  Therefore,  no annual or regular
meetings of shareholders normally will be held, unless otherwise required by the
Declaration  of Trust or the 1940 Act.  Subject to the  foregoing,  shareholders
have the power to vote to elect or remove  Trustees,  to terminate or reorganize
their Fund,  to amend the  Declaration  of Trust,  to bring  certain  derivative
actions and on any other matters on which a shareholder  vote is required by the
1940 Act, the Declaration of Trust, the Trust's Bylaws or the Trustees.

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

INDEPENDENT ACCOUNTANTS

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


                                       15
<PAGE>

REGISTRATION STATEMENT

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

FINANCIAL STATEMENTS

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

DOCUMENTS INCORPORATED BY REFERENCE TO THE ANNUAL REPORT

     Schedules of Investments as of October 31, 1995
     Statements of  Operations  for the period  February 15, 1995 to October 31,
          1995
     Statements of Assets and Liabilities as of October 31, 1995
     Statements of Changes in Net Assets  for the period  February  15,  1995 to
          October 31, 1995
     Financial  Highlights for Investor  Shares for the period February 15, 1995
          to October 31, 1995
     Notes to Financial Statements
     Report of Independent Accountants

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


                                       16
<PAGE>

APPENDIX A
DESCRIPTION OF SECURITIES RATINGS

MOODY'S AND STANDARD AND POOR'S

MUNICIPAL AND CORPORATE BONDS AND MUNICIPAL LOANS

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

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

SHORT-TERM MUNICIPAL LOANS

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

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

OTHER SHORT-TERM DEBT SECURITIES

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

FITCH

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

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

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


                                       17
<PAGE>

DUFF & PHELPS INC.

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

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

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

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

THOMSON BANKWATCH, INC.

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

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

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

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

IBCA, INC.

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

A2             Obligations supported by a good capacity for timely repayment.

A3             Obligations  supported  by a  satisfactory  capacity  for  timely
               repayment.

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

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


                                       18
<PAGE>

APPENDIX B
DESCRIPTION OF MUNICIPAL SECURITIES

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

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

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

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

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

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

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

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

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

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

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

     Private Activity Bonds are considered  municipal bonds if the interest paid
thereon  is exempt  from  Federal  income  tax and are issued by or on behalf of
public  authorities  to  raise  money  to  finance  various  privately  operated
facilities for business and manufacturing,  housing and health.  These bonds are
also used to finance public  facilities  such as airports,  mass transit systems
and ports.  The payment of the principal and interest on such bonds is dependent
solely on the ability of the facility's  user to meet its financial  obligations
and the pledge,  if any,  of real and  personal  property  as security  for such
payment.


                                       19
<PAGE>

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

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

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

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


                                       20

<PAGE>

                                     [LOGO]

                             JANUS INVESTMENT FUND

   
                              100 Fillmore Street
                             Denver, CO 80206-4923
                                 (800) 29JANUS

                      STATEMENT OF ADDITIONAL INFORMATION
                               February 18, 1996
    





                            JANUS MONEY MARKET FUND

                       JANUS GOVERNMENT MONEY MARKET FUND

                       JANUS TAX-EXEMPT MONEY MARKET FUND

                              Institutional Shares



     This  Statement  of  Additional   Information   ("SAI")  expands  upon  and
supplements  the  information  contained  in  the  current  Prospectus  for  the
Institutional Shares (the "Shares") of Janus Money Market Fund, Janus Government
Money Market Fund and Janus Tax-Exempt Money Market Fund (individually, a "Fund"
and,  collectively,  the "Funds"). The Funds are each a separate series of Janus
Investment  Fund,  a  Massachusetts  business  trust  (the  "Trust").  Each Fund
represents shares of beneficial  interest in a separate  portfolio of securities
and other assets with its own objective and policies,  and is managed separately
by Janus Capital Corporation ("Janus Capital").

   
     This SAI is not a  Prospectus  and should be read in  conjunction  with the
Prospectus dated February 18, 1996, which is incorporated by reference into this
SAI and may be  obtained  from the Trust at the above  phone  number or address.
This SAI contains  additional  and more  detailed  information  about the Funds'
operations and activities than the Prospectus.
    


                                       1
<PAGE>

                      STATEMENT OF ADDITIONAL INFORMATION
                               TABLE OF CONTENTS

                                                                            Page
- --------------------------------------------------------------------------------
Investment Policies and Restrictions ......................................    3

Types of Securities and Investment Techniques .............................    4

Performance Data ..........................................................    7

Determination of Net Asset Value ..........................................    8

Investment Adviser and Administrator ......................................    8

Custodian, Transfer Agent and Certain Affiliations ........................   10

Portfolio Transactions and Brokerage ......................................   10

Officers and Trustees .....................................................   11

Purchase of Shares ........................................................   13

Redemption of Shares ......................................................   13

   
Retirement Plans ..........................................................   13
    

Shareholder Accounts ......................................................   13

Dividends and Tax Status ..................................................   14

   
Principal Shareholders and Significant Shareholders .......................   14
    

Miscellaneous Information .................................................   15

  Shares of the Trust .....................................................   15

  Voting Rights ...........................................................   15

  Independent Accountants .................................................   15

  Registration Statement ..................................................   15

Financial Statements ......................................................   16

Appendix A - Description of Securities Ratings ............................   17

Appendix B - Description of Municipal Securities ..........................   19
- --------------------------------------------------------------------------------


                                       2
<PAGE>

INVESTMENT POLICIES AND RESTRICTIONS

INVESTMENT OBJECTIVES

     As discussed in the Prospectus,  the investment  objective of each of Janus
Money  Market Fund and Janus  Government  Money  Market Fund is to seek  maximum
current  income  to  the  extent  consistent  with  stability  of  capital.  The
investment  objective of Janus  Tax-Exempt  Money Market Fund is to seek maximum
current income that is exempt from federal income taxes to the extent consistent
with  stability of capital.  There can be no assurance  that a Fund will achieve
its  investment  objective  or  maintain a stable  net asset  value of $1.00 per
share.  The investment  objectives of the Funds are not  fundamental  and may be
changed  by the  Trustees  of the Trust  (the  "Trustees")  without  shareholder
approval.

INVESTMENT RESTRICTIONS APPLICABLE TO ALL FUNDS

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

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

     The Funds have adopted the following fundamental policies:

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

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

     (3) A Fund may not act as an  underwriter  of securities  issued by others,
except to the extent that a Fund may be deemed an underwriter in connection with
the disposition of portfolio securities of such Fund.

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

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

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


                                       3
<PAGE>

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

     Each Fund has adopted the following nonfundamental  investment restrictions
that may be changed by the Trustees without shareholder approval:

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

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

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

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

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

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

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

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

TYPES OF SECURITIES AND INVESTMENT TECHNIQUES

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

     Under Rule 2a-7,  a Fund may not invest more than five percent of its total
assets  in  the  securities  of  any  one  issuer  other  than  U.S.  Government
Securities, provided that in certain cases a Fund may invest more than 5% of its
assets in a single issuer for a period of up to three business days. In the case
of Janus  Tax-Exempt  Money Market Fund, up to 25% of its assets may be invested
without regard to the foregoing limitations.

     Pursuant to Rule 2a-7,  each Fund  (except  Janus  Tax-Exempt  Money Market
Fund) will invest at least 95% of its total assets in  "first-tier"  securities.
First-tier  securities are eligible  securities that are rated, or are issued by
an issuer with short-term debt  outstanding that is rated, in the highest rating
category by the Requisite  NRSROs or are unrated and of comparable  quality to a
rated security. In addition, a Fund may invest in "second-tier" securities which
are eligible  securities  that are not first-tier  securities.  However,  a Fund
(except for Janus  Tax-Exempt Money Market Fund) may not invest in a second-tier
security  if  immediately  after the  acquisition  thereof  the Fund  would 


                                       4
<PAGE>

have  invested  more than (i) the greater of one percent of its total  assets or
one million  dollars in second-tier  securities  issued by that issuer,  or (ii)
five percent of its total assets in second-tier securities.

     The  following  discussion  of types of  securities  in which the Funds may
invest supplements and should be read in conjunction with the Prospectus.

PARTICIPATION INTERESTS

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

VARIABLE AND FLOATING RATE NOTES

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

MORTGAGE- AND ASSET-BACKED SECURITIES

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

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

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

     The  Funds may  invest in  mortgage-backed  securities  that are  issued by
agencies or instrumentalities  of the U.S.  government.  The Government National
Mortgage  Association  ("GNMA") is the principal federal government guarantor of
mortgage-backed  securities.  GNMA is a wholly-owned U.S. government corporation
within the Department of Housing and Urban  Development.  GNMA  Certificates are
debt  securities  which  represent  an  interest  in one  mortgage  or a pool of
mortgages which are insured by the Federal Housing Administration or the Farmers
Home Administration or are guaranteed by the Veterans Administration.  The Funds
may  also  invest  in  


                                       5
<PAGE>

pools of  conventional  mortgages  which are issued or guaranteed by agencies of
the U.S. government.  GNMA pass-through securities are considered to be riskless
with respect to default in that (i) the  underlying  mortgage loan  portfolio is
comprised  entirely of  government-backed  loans and (ii) the timely  payment of
both  principal  and interest on the  securities is guaranteed by the full faith
and credit of the U.S.  government,  regardless  of whether or not payments have
been  made  on the  underlying  mortgages.  GNMA  pass-through  securities  are,
however,  subject  to the  same  market  risk  as  comparable  debt  securities.
Therefore,  the market  value of a Fund's  GNMA  securities  can be  expected to
fluctuate in response to changes in prevailing interest rate levels.

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

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

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

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

REVERSE REPURCHASE AGREEMENTS

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

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

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES

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


                                       6
<PAGE>

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

MUNICIPAL LEASES

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

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

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

PERFORMANCE DATA

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

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

     Any current yield quotation of the Shares which is used in such a manner as
to be subject to the provisions of Rule 482(d) under the Securities Act of 1933,
as amended, shall consist of an annualized historical yield, carried at least to
the nearest  hundredth of one percent,  based on a specific  seven  calendar day
period.  Current  yield shall be calculated  by (a)  determining  the net change
during a seven calendar day period in the value of a hypothetical account having
a balance of one Share at the  beginning  of the period,  (b)  dividing  the net
change by the value of the  account at the  beginning  of the period to obtain a
base  period  return,   and  (c)   multiplying  the  quotient  by  365/7  (i.e.,
annualizing). 


                                       7
<PAGE>

For this  purpose,  the net change in account  value will  reflect  the value of
additional  Shares  purchased with dividends  declared on the original Share and
dividends  declared on both the original Share and any such  additional  Shares,
but will not reflect any realized gains or losses from the sale of securities or
any  unrealized  appreciation  or  depreciation  on  portfolio  securities.   In
addition,  the Shares may advertise effective yield quotations.  Effective yield
quotations are calculated by adding 1 to the base period return, raising the sum
to  a  power  equal  to  365/7,   and  subtracting  1  from  the  result  (i.e.,
compounding).

     Janus  Tax-Exempt  Money Market Fund's tax equivalent  yield is the rate an
investor  would have to earn from a fully  taxable  investment in order to equal
such Shares' yield after taxes. Tax equivalent yields are calculated by dividing
Janus  Tax-Exempt  Money Market Fund's yield by one minus the stated  federal or
combined  federal and state tax rate.  If only a portion of the Shares' yield is
tax-exempt, only that portion is adjusted in the calculation.

   
     The Shares'  current  yield and effective  yield for the  seven-day  period
ended October 31, 1995 is shown below:
    

<TABLE>
<CAPTION>
   
                                                              Seven-day       Effective
Fund Name                                                        Yield     Seven-day Yield
- ------------------------------------------------------------------------------------------
<S>                                                              <C>            <C>  
Janus Money Market Fund - Institutional Shares                   5.82%          5.99%
Janus Government Money Market Fund - Institutional Shares        5.75%          5.92%
Janus Tax-Exempt Money Market Fund - Institutional Shares*       3.87%          3.94%
- ------------------------------------------------------------------------------------------
</TABLE>
    

*Janus Tax-Exempt Money Market Fund Institutional  Shares'  tax-equivalent yield
for the seven-day period ended October 31, 1995 was 5.37%.

     Although  published yield information is useful to investors in reviewing a
Fund's  performance,  investors should be aware that the Fund's yield fluctuates
from  day to day and  that the  Fund's  yield  for any  given  period  is not an
indication or  representation by the Fund of future yields or rates of return on
the Shares.  Also,  Processing  Organizations  may charge their customers direct
fees in connection  with an investment in a Fund,  which will have the effect of
reducing  the  Fund's net yield to those  shareholders.  The yield on a class of
Shares  is not  fixed or  guaranteed,  and an  investment  in the  Shares is not
insured.  Accordingly,  yield information may not necessarily be used to compare
Shares with investment alternatives which, like money market instruments or bank
accounts, may provide a fixed rate of interest. In addition, because investments
in the  Funds  are not  insured  or  guaranteed,  yield  on the  Shares  may not
necessarily be used to compare the Shares with investment alternatives which are
insured or guaranteed.

DETERMINATION OF NET ASSET VALUE

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

INVESTMENT ADVISER AND ADMINISTRATOR

   
     As stated in the Prospectus, each Fund has an Investment Advisory Agreement
with Janus Capital,  100 Fillmore  Street,  Denver,  Colorado  80206-4923.  Each
Advisory  Agreement  provides that Janus Capital will furnish  continuous advice
and  recommendations  concerning  the  Funds'  investments.  The Funds have each
agreed to  compensate  Janus  Capital for its  advisory  services by the monthly
payment of an advisory  fee at the annual rate of .20% of the average  daily net
assets of each  Fund.  However,  Janus  Capital  has agreed to waive .10% of the
advisory  fee  through  June 16,  1996.  In  addition,  the Funds pay  brokerage
commissions  or  dealer  spreads  and  other  expenses  in  connection  with the
execution of portfolio transactions.
    

     On  behalf  of the  Shares,  each of the  Funds  has also  entered  into an
Administration   Agreement   with  Janus   Capital.   Under  the  terms  of  the
Administration  Agreements,  each of the Funds has  agreed to  compensate  Janus
Capital for  administrative  services at the annual rate of .15% of the value of
the  average  daily net  assets of the Shares for  certain  services,  including
custody, transfer agent fees and expenses, legal fees not related to litigation,
accounting  expenses,   


                                       8
<PAGE>

net asset value determination and fund accounting,  recordkeeping,  and blue sky
registration   and  monitoring   services,   registration   fees,   expenses  of
shareholders' meetings and reports to shareholders, costs of preparing, printing
and mailing the Shares' Prospectuses and Statements of Additional Information to
current  shareholders,  and  other  costs  of  complying  with  applicable  laws
regulating the sale of Shares.  Each Fund will pay those expenses not assumed by
Janus Capital,  including  interest and taxes, fees and expenses of Trustees who
are  not  affiliated   with  Janus  Capital,   audit  fees  and  expenses,   and
extraordinary costs. For at least the period ending June 16, 1996, Janus Capital
has agreed to waive a portion of the  administration  fee, and  accordingly  the
effective rate for calculating the administration fee payable by the Shares will
be .05% for that period.

   
     The following table  summarizes the advisory fees and  administration  fees
paid by the Shares for the period from April 14, 1995 to October 31, 1995:

<TABLE>
<CAPTION>
                                                               Advisory           Advisory         Administration    Administration
                                                              Fees Prior         Fees After          Fees Prior        Fees After
Fund Name                                                      to Waiver           Waiver            to Waiver           Waiver
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>                 <C>                 <C>              <C>     
Janus Money Market Fund - Institutional Shares                 $219,620            $109,810            $164,715         $ 54,905
Janus Government Money Market Fund - Institutional Shares      $ 26,850            $ 13,426            $ 20,138         $  6,712
Janus Tax-Exempt Money Market Fund - Institutional Shares      $  1,210            $    605            $    907         $    302
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    

     The Advisory  Agreements for each Fund became effective on December 9, 1994
and will  continue in effect until June 16, 1996,  and  thereafter  from year to
year so long as such  continuance  is  approved  annually  by a majority  of the
Trustees who are not parties to the Advisory Agreements or interested persons of
any such party, and by either a majority of the Funds' outstanding voting shares
or the  Trustees.  Each  Advisory  Agreement  i) may be  terminated  without the
payment of any penalty by any Fund or Janus Capital on 60 days' written  notice;
ii) terminates automatically in the event of its assignment; and iii) generally,
may not be amended  without the  approval  of a majority of the  Trustees of the
affected  Fund,  including the Trustees who are not  interested  persons of that
Fund or Janus Capital and, to the extent required by the 1940 Act, the vote of a
majority of the outstanding voting securities of that Fund.

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

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

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

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

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

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


                                       9
<PAGE>

CUSTODIAN, TRANSFER AGENT AND CERTAIN AFFILIATIONS

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

   
     Janus  Service  Corporation  ("Janus  Service"),  P.O. Box 173375,  Denver,
Colorado 80217-3375,  a wholly-owned  subsidiary of Janus Capital, is the Funds'
transfer   agent.   In  addition,   Janus   Service   provides   certain   other
administrative,  recordkeeping and shareholder  relations services to the Funds.
The Funds do not pay Janus Service a fee.

     Janus  Distributors,  Inc.  ("Janus  Distributors"),  100 Fillmore  Street,
Denver,  Colorado  80206,  a  wholly-owned  subsidiary  of Janus  Capital,  is a
distributor of the Funds.  Janus  Distributors  is registered as a broker-dealer
under the Securities  Exchange Act of 1934 (the "Exchange  Act") and is a member
of the National Association of Securities Dealers,  Inc. Janus Distributors acts
as the agent of the  Funds in  connection  with the sale of their  shares in all
states in which the shares are  registered  and in which Janus  Distributors  is
qualified  as  a  broker-dealer.   Under  the  Distribution   Agreement,   Janus
Distributors  continuously  offers the Funds'  shares and accepts  orders at net
asset value.  No sales  charges are paid by investors.  Promotional  expenses in
connection with offers and sales of shares are paid by Janus Capital.
    

     Janus  Capital also may make  payments to selected  broker-dealer  firms or
institutions  which were instrumental in the acquisition of shareholders for the
Funds or which  performed  services with respect to  shareholder  accounts.  The
minimum  aggregate  size required for  eligibility  for such  payments,  and the
factors in selecting the broker-dealer firms and institutions to which they will
be made, are determined from time to time by Janus Capital.

PORTFOLIO TRANSACTIONS AND BROKERAGE

     Decisions  as to the  assignment  of  portfolio  business for the Funds and
negotiation of its commission rates are made by Janus Capital whose policy is to
obtain the "best execution" (prompt and reliable execution at the most favorable
security  price)  of  all  portfolio   transactions.   The  Advisory  Agreements
specifically provide that in placing portfolio transactions for the Funds, Janus
Capital  may agree to pay  brokerage  commissions  for  effecting  a  securities
transaction in an amount higher than another broker or dealer would have charged
for effecting that transaction as authorized,  under certain  circumstances,  by
the Exchange Act.

   
     In  selecting  brokers and dealers and in  negotiating  commissions,  Janus
Capital  considers a number of  factors,  including  but not  limited to:  Janus
Capital's knowledge of currently available negotiated commission rates or prices
of  securities  currently  available and other current  transaction  costs;  the
nature of the security being traded;  the size and type of the transaction;  the
nature and  character  of the markets for the  security to be purchased or sold;
the desired  timing of the trade;  the  activity  existing  and  expected in the
market  for  the  particular  security;  confidentiality;  the  quality  of  the
execution,  clearance and settlement services; financial stability of the broker
or dealer;  the  existence  of actual or  apparent  operational  problems of any
broker or dealer; and research products or services provided. These research and
other  services  may  include,  but are not limited  to,  general  economic  and
security  market  reviews,   industry  and  company   reviews,   evaluations  of
securities, recommendations as to the purchase and sale of securities and access
to third party  publications,  computer and  electronic  equipment and software.
Research received from brokers or dealers is supplemental to Janus Capital's own
research efforts.

     For the period from April 14, 1995 to October 31,  1995,  the Funds did not
incur any brokerage commissions.  Brokerage commissions are not normally charged
on the purchase and sale of money market instruments.

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

     Janus  Capital  may  consider  sales of  Shares by a  broker-dealer  or the
recommendation  of a broker-dealer to its customers that they purchase Shares as
a  factor  in  the  selection  of   broker-dealers  to  execute  Fund  portfolio
transactions. Janus Capital may also consider payments made by brokers effecting
transactions  for a 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.
In placing portfolio business with such broker-dealers,  Janus Capital will seek
the best execution of each transaction.

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


                                       10
<PAGE>

OFFICERS AND TRUSTEES

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

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

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

Sharon S. Pichler* - Executive Vice President and Portfolio Manager
100 Fillmore Street
Denver, CO 80206-4923
     Executive Vice President of Janus Money Market Fund, Janus Tax-Exempt Money
     Market  Fund and Janus  Government  Money  Market Fund series of the Trust.
     Vice  President of Janus  Capital.  Formerly,  Assistant Vice President and
     Portfolio  Manager  at  USAA  Investment  Management  Co.  (1990-1994)  and
     teaching associate at The University of Texas at San Antonio (1984-1990).

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

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

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

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

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


- --------------------------------------------------------------------------------
* Interested person of the Trust and of Janus Capital.
# Member of the Executive Committee.

                                       11
<PAGE>

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

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

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

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

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

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

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

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

<TABLE>
<CAPTION>
   
                                        Aggregate Compensation            Total Compensation from the
                                     from the Funds for fiscal year      Janus Funds for calendar year
Name of Person, Position                ended October 31, 1995**           ended December 31, 1995***
- ------------------------------------------------------------------------------------------------------
<S>                                                <C>                                   <C>
Thomas H. Bailey, Chairman*                        $0                                    $
James P. Craig, Trustee*+                          $0                                    $
John W. Shepardson, Trustee                        $0                                    $
William D. Stewart, Trustee                        $0                                    $
Gary O. Loo, Trustee                               $0                                    $
Dennis B. Mullen, Trustee                          $0                                    $
Martin H. Waldinger, Trustee                       $0                                    $
- ------------------------------------------------------------------------------------------------------
</TABLE>

*    An  interested  person of the Funds and of Janus  Capital.  Compensated  by
     Janus Capital and not the Funds.
**   For the  fiscal  year  ended  October  31,  1995,  Janus  Capital  paid the
     Trustees' expenses.
***  As of December 31, 1995, Janus Funds consisted of two registered investment
     companies comprised of a total of 26 funds.
+    Mr. Craig became a Trustee as of June 30, 1995.
    


- --------------------------------------------------------------------------------
# Member of the Executive Committee.

                                       12
<PAGE>

PURCHASE OF SHARES

     As stated in the  Prospectus,  Janus  Distributors  is a distributor of the
Funds' shares. Shares are sold at the net asset value per share as determined at
the close of the regular  trading  session of the New York Stock  Exchange  (the
"NYSE" or the "Exchange")  next occurring after a purchase order is received and
accepted by a Fund. As stated in the Prospectus, the Funds each seek to maintain
a stable net asset value per share of $1.00. The Shareholder's  Guide Section of
the Prospectus contains detailed information about the purchase of Shares.

REINVESTMENT OF DIVIDENDS AND DISTRIBUTIONS

     If investors do not elect in writing or by phone to receive their dividends
and  distributions  via wire  transfer,  all income  dividends and capital gains
distributions,  if any, on Shares are  reinvested  automatically  in  additional
Shares of that Fund at the NAV  determined  on the first  business day following
the record date. Any such election  (which may be made on the  Application or by
phone) will apply to dividends and  distributions the record dates of which fall
on or after the date  that a Fund  receives  such  notice.  Investors  receiving
distributions  and  dividends via wire transfer may elect in writing or by phone
to change back to automatic reinvestment at any time.

REDEMPTION OF SHARES

   
     Procedures  for  redemption  of Shares  are set forth in the  Shareholder's
Guide section of the Prospectus.  Shares normally will be redeemed for cash (via
wire),  although  each Fund  retains  the right to redeem  Shares in kind  under
unusual   circumstances,   in  order  to  protect  the  interests  of  remaining
shareholders,  by  delivery  of  securities  selected  from  its  assets  at its
discretion.  However,  the Funds are  governed by Rule 18f-1 under the 1940 Act,
which  requires  each Fund to redeem  Shares  solely in cash up to the lesser of
$250,000 or 1% of the net asset value of that Fund during any 90-day  period for
any  one  shareholder.   Should  redemptions  by  any  shareholder  exceed  such
limitation,  their Fund will have the option of redeeming  the excess in cash or
in kind. If Shares are redeemed in kind, the redeeming  shareholder  might incur
brokerage  costs in  converting  the  assets  to cash.  The  method  of  valuing
securities  used to make  redemptions  in kind will be the same as the method of
valuing portfolio  securities described under "Determination of Net Asset Value"
and such  valuation  will be made as of the same  time the  redemption  price is
determined.
    

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

   
RETIREMENT PLANS

     The Funds offer  tax-deferred  retirement  plans for  rollover  accounts in
excess of $250,000.  The Individual  Retirement  Account  ("IRA") may be used by
individuals who meet the above requirement.

     Contributions under IRAs are subject to specific contribution  limitations.
Generally,   such  contributions  may  be  invested  at  the  direction  of  the
participant.  The investment is then held by Investors  Fiduciary  Trust Company
("IFTC") as custodian.  Each  participant's  account is charged an annual fee of
$12,  including  any  account  with any of the Janus  Funds.  There is a maximum
annual fee of $24 per taxpayer identification number.

     Distributions  from  retirement  plans are  generally  subject to  ordinary
income tax and may be subject to an additional 10% tax if withdrawn prior to age
59 1/2. Several exceptions to the general rule may apply. However,  shareholders
must start withdrawing  retirement plan assets no later than April 1 of the year
after they reach age 70 1/2.  Several  methods  exist to determine the amount of
the minimum  annual  distribution.  Shareholders  should  consult with their tax
advisor or legal counsel prior to receiving any distribution from any retirement
plan, in order to determine the income tax impact of any such distribution.

     To receive  additional  information  about  IRAs  along with the  necessary
materials to establish an account,  please call the Funds at  1-800-525-3713  or
write the Funds at P.O. Box 173375,  Denver,  CO 80217-3375.  No contribution to
any IRA can be made until the appropriate  forms to establish any such plan have
been completed.
    

SHAREHOLDER ACCOUNTS

   
     Detailed  information about the general procedures for shareholder accounts
is set forth in the Prospectus. Applications to open accounts may be obtained by
calling  the Funds at  1-800-29JANUS  or  writing  to the Funds at 100  Fillmore
Street, Denver, Colorado 80206-4923, Attention: Extended Services.
    


                                       13
<PAGE>

DIVIDENDS AND TAX STATUS

   
     Dividends  representing  substantially all of the net investment income and
any net realized  gains on sales of securities  are declared  daily,  Saturdays,
Sundays and holidays included,  and distributed on the last business day of each
month. If a month begins on a Saturday,  Sunday or holiday,  dividends for those
days are  declared  at the end of the  preceding  month  and  paid on the  first
business day of a month. A shareholder  may receive  dividends via wire transfer
or may choose to have dividends automatically  reinvested in a Fund's Shares. As
described  in the  Prospectus,  Shares  purchased  by wire on a day on which the
Funds  calculate  their net asset value will receive that day's  dividend if the
purchase is  effected  at or prior to 3:00 p.m.  (New York time) for Janus Money
Market Fund and Janus  Government  Money  Market  Fund and 12:00 p.m.  (New York
time) for Janus Tax-Exempt Money Market Fund. Otherwise,  such Shares will begin
to accrue  dividends on the first  business day following  receipt of the order.
Requests for  redemption of Shares will be redeemed at the next  determined  net
asset value.  Redemption  requests made by wire that are received  prior to 3:00
p.m.  (New York time) for Janus  Money  Market Fund and Janus  Government  Money
Market Fund and 12:00 p.m.  (New York time) for Janus  Tax-Exempt  Money  Market
Fund  will  result  in  Shares  being  redeemed  that  day.  Proceeds  of such a
redemption will normally be sent to the predesignated  bank account on that day,
but that day's  dividend  will not be received.  Closing  times for purchase and
redemption of Shares may be changed for days in which the market or the New York
Stock Exchange close early.
    

     Distributions  for all of the Funds (except Janus  Tax-Exempt  Money Market
Fund) are  taxable  income and are  subject to federal  income tax  (except  for
shareholders  exempt from income tax),  whether such  distributions are received
via wire  transfer or are  reinvested  in additional  Shares.  Full  information
regarding the tax status of income dividends and any capital gains distributions
will be mailed to  shareholders  for tax  purposes on or before  January 31st of
each year.  As described in detail in the  Prospectus,  Janus  Tax-Exempt  Money
Market Fund anticipates that  substantially all income dividends it pays will be
exempt from federal income tax, although  dividends  attributable to interest on
taxable investments, together with distributions from any net realized short- or
long-term capital gains, are taxable.

     The Funds intend to qualify as regulated investment companies by satisfying
certain requirements  prescribed by Subchapter M of the Internal Revenue Code of
1986.

   
PRINCIPAL SHAREHOLDERS AND SIGNIFICANT SHAREHOLDERS

     As of December 1, 1995,  the Fund's  officers and Trustees as a group owned
less than 1% of the outstanding Shares.

     As of December 1, 1995,  the following  institutions  owned more than 5% of
Janus Money Market Fund - Institutional Shares:

<TABLE>
<CAPTION>
Institution                             Address                                               Ownership %
- ---------------------------------------------------------------------------------------------------------
<S>                                     <C>                                                         <C>  
GE Capital                              570 Lexington Avenue, 11th Floor,                           5.47%
                                        New York, NY 10022-6824
Western Digital Corporation             8150 Irvine Drive, Irvine, CA 92718                         7.94%
Pacificare of California                5995 Plaza Drive, Cypress, CA 90630-5028                   24.12%
Wells Fargo Institutional Trust         45 Fremont Street, San Francisco, CA 94105-2204             9.82%
Janus Fund*                             100 Fillmore Street, Denver, CO 80206-4923                  6.93%
Janus Mercury Fund*                     100 Fillmore Street, Denver, CO 80206-4923                  6.93%
- ---------------------------------------------------------------------------------------------------------
</TABLE>

     As of December 1, 1995,  the following  institutions  owned more than 5% of
Janus Government Money Market Fund Institutional Shares:

<TABLE>
<CAPTION>
Institution                             Address                                                Ownership %
- ---------------------------------------------------------------------------------------------------------
<S>                                     <C>                                                         <C>  
Western Digital Corporation             8105 Irvine Drive, Irvine, CA 92718                        35.23%
Rio Properties, Inc.                    P.O. Box 14160, Las Vegas, NV 89114-4160                   15.56%
Janus Venture Fund*                     100 Fillmore Street, Denver, CO 80206-4923                  5.97%
Janus Mercury Fund*                     100 Fillmore Street, Denver, CO 80206-4923                 14.91%
Janus Worldwide Fund*                   100 Fillmore Street, Denver, CO 80206-4923                 13.42%
- ---------------------------------------------------------------------------------------------------------
</TABLE>

     As of December 1, 1995, Thomas F. Marsico, 100 Fillmore Street,  Denver, CO
80206-4923,  owned 41.66% and The Gap, Inc., 900 Cherry  Avenue,  San Bruno,  CA
94066-3909,  owned 58.34% of Janus  Tax-Exempt Money Market Fund - Institutional
Shares.


- --------------------------------------------------------------------------------
*These shareholders own 5% or less of the total shares (Institutional Shares and
Investor Shares combined) of the Fund in compliance with Section 12(d)(1) of The
Investment Company Act of 1940.
    

                                       14
<PAGE>

MISCELLANEOUS INFORMATION

   
     Each Fund is a series of the Trust, a Massachusetts Business Trust that was
created on February 11,  1986.  The Trust is an open-end  management  investment
company  registered  under the 1940 Act.  As of the date of this SAI,  the Trust
consists of 18 separate  series,  three of which  currently offer two classes of
Shares.  The Funds were added to the Trust as  separate  series on  December  9,
1994.
    

     Janus  Capital  reserves  the right to the name  "Janus." In the event that
Janus Capital does not continue to provide  investment  advice to the Funds, the
Funds must cease to use the name "Janus" as soon as reasonably practicable.

     Under  Massachusetts  law,  shareholders of the Funds could,  under certain
circumstances,  be held liable for the obligations of their Fund.  However,  the
Agreement  and  Declaration  of Trust (the  "Declaration  of  Trust")  disclaims
shareholder  liability  for acts or  obligations  of the Funds and requires that
notice of this disclaimer be given in each  agreement,  obligation or instrument
entered into or executed by the Funds or the Trustees.  The Declaration of Trust
also  provides for  indemnification  from the assets of the Funds for all losses
and expenses of any Fund  shareholder  held liable for the  obligations of their
Fund.  Thus, the risk of a shareholder  incurring a financial loss on account of
its liability as a shareholder  of one of the Funds is limited to  circumstances
in which  their Fund would be unable to meet its  obligations.  The  possibility
that these  circumstances  would occur is remote. The Trustees intend to conduct
the  operations  of the Funds to avoid,  to the extent  possible,  liability  of
shareholders for liabilities of their Fund.

SHARES OF THE TRUST

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

     The Trust is authorized to issue multiple  classes of shares for each Fund.
Currently, Janus Money Market Fund, Janus Government Money Market Fund and Janus
Tax-Exempt  Money  Market  Fund each offer two  classes  of  shares.  The Shares
discussed  in  this  SAI  are  offered  only to  individual,  institutional  and
corporate clients meeting certain minimum investment criteria. A second class of
shares, Investor Shares, is offered to the general public.

VOTING RIGHTS

     The present Trustees were elected at a meeting of the Trust's  shareholders
held on July 10, 1992,  with the exception of Mr. Craig who was appointed by the
Trustees as of June 30, 1995. Under the Declaration of Trust,  each Trustee will
continue in office  until the  termination  of the Trust or his  earlier  death,
resignation,  bankruptcy,  incapacity or removal.  Vacancies will be filled by a
majority  of the  remaining  Trustees,  subject to the 1940 Act.  Therefore,  no
annual  or  regular  meetings  of  shareholders  normally  will be held,  unless
otherwise  required by the Declaration of Trust or the 1940 Act.  Subject to the
foregoing,  shareholders have the power to vote to elect or remove Trustees,  to
terminate or reorganize  their Fund, to amend the Declaration of Trust, to bring
certain  derivative actions and on any other matters on which a shareholder vote
is required by the 1940 Act, the Declaration of Trust, the Trust's Bylaws or the
Trustees.

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

INDEPENDENT ACCOUNTANTS

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

REGISTRATION STATEMENT

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


                                       15
<PAGE>

   
FINANCIAL STATEMENTS

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

DOCUMENTS INCORPORATED BY REFERENCE TO THE ANNUAL REPORT

     Schedules of Investments as of October 31, 1995
     Statements of  Operations  for the period  February 15, 1995 to October 31,
          1995
     Statements of Assets and Liabilities as of October 31, 1995
     Statements of Changes in Net Assets  for the period  February  15,  1995 to
          October 31, 1995*
     Financial Highlights for Institutional Shares for the period April 14, 1995
          to October 31, 1995
     Notes to Financial Statements
     Report of Independent Accountants

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


- --------------------------------------------------------------------------------
*Transactions in fund shares for the period April 14, 1995 to October 31, 1995.
    

                                       16
<PAGE>

APPENDIX A
DESCRIPTION OF SECURITIES RATINGS

MOODY'S AND STANDARD & POOR'S

MUNICIPAL AND CORPORATE BONDS AND MUNICIPAL LOANS

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

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

SHORT TERM MUNICIPAL LOANS

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

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

OTHER SHORT-TERM DEBT SECURITIES

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

FITCH

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

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

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


                                       17
<PAGE>

DUFF & PHELPS INC.

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

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

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

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

THOMSON BANKWATCH, INC.

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

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

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

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

IBCA, INC.

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

A2 -           Obligations supported by a good capacity for timely repayment.

A3 -           Obligations  supported  by a  satisfactory  capacity  for  timely
               repayment.

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

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


                                       18
<PAGE>

APPENDIX B
DESCRIPTION OF MUNICIPAL SECURITIES

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

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

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

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

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

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

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

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

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

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

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

     3. Private  Activity Bonds are considered  municipal  bonds if the interest
paid thereon is exempt from Federal income tax and are issued by or on behalf of
public  authorities  to  raise  money  to  finance  various  privately  operated
facilities for business and manufacturing,  housing and health.  These bonds are
also used to finance public  facilities  such as airports,  mass transit systems
and ports.  The payment of the principal and interest on such bonds is dependent
solely on the ability of the facility's  user to meet its financial  obligations
and the pledge,  if any,  of real and  personal  property  as security  for such
payment.


                                       19
<PAGE>

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

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

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

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


                                       20

<PAGE>

                              JANUS INVESTMENT FUND
                           PART C - OTHER INFORMATION

ITEM 24. Financial Statements and Exhibits

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

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

   
               Financial  Highlights for each of the following Funds (or classes
               thereof):
                    
                    Janus Fund
                    Janus Twenty Fund
                    Janus Venture Fund
                    Janus Worldwide Fund
                    Janus Overseas Fund
                    Janus Enterprise Fund
                    Janus Mercury Fund
                    Janus Growth and Income Fund
                    Janus Balanced Fund
                    Janus Flexible Income Fund
                    Janus Intermediate Government Securities Fund
                    Janus Short-Term Bond Fund
                    Janus Federal Tax-Exempt Fund
                    Janus Money Market Fund - Investor Shares
                    Janus Government Money Market Fund - Investor Shares
                    Janus Tax-Exempt Money Market Fund - Investor Shares
                    Janus Money Market Fund - Institutional Shares
                    Janus Government Money Market Fund - Institutional Shares
                    Janus Tax-Exempt Money Market Fund - Institutional Shares
    

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

   
               The  Financial  Statements  for  each  of  the  following  Funds,
               included  in the  Annual  Report  dated  October  31,  1995,  are
               incorporated  by  reference  into  the  Statement  of  Additional
               Information:

                    Janus Fund
                    Janus Twenty Fund
                    Janus Venture Fund
                    Janus Worldwide Fund
                    Janus Overseas Fund
                    Janus Enterprise Fund
                    Janus Mercury Fund
                    Janus Growth and Income Fund
                    Janus Balanced Fund
                    Janus Flexible Income Fund
                    Janus Intermediate Government Securities Fund
                    Janus Short-Term Bond Fund
    


                                      C-1
<PAGE>

   
                    Janus Federal Tax-Exempt Fund
                    Janus Money Market Fund - Investor Shares
                    Janus Government Money Market Fund - Investor Shares
                    Janus Tax-Exempt Money Market Fund - Investor Shares
                    Janus Money Market Fund - Institutional Shares
                    Janus Government Money Market Fund - Institutional Shares
                    Janus Tax-Exempt Money Market Fund - Institutional Shares
    

     (b)  Exhibits:

               Exhibit 1          (a)  Agreement and Declaration of Trust, dated
                                       February 11, 1986 is incorporated  herein
                                       by    reference    to    Exhibit   1   to
                                       Post-Effective Amendment No. 30.

                                  (b)  Certificate  of  Designation   for  Janus
                                       Growth  and Income  Fund is  incorporated
                                       herein by  reference  to Exhibit  1(b) to
                                       Post-Effective Amendment No. 42.

                                  (c)  Certificate  of  Designation   for  Janus
                                       Worldwide Fund is incorporated  herein by
                                       reference   to  Exhibit   1(c)  to  Post-
                                       Effective Amendment No. 42.

                                  (d)  Certificate  of  Designation   for  Janus
                                       Twenty  Fund is  incorporated  herein  by
                                       reference   to  Exhibit   1(d)  to  Post-
                                       Effective Amendment No. 46.

                                  (e)  Certificate  of  Designation   for  Janus
                                       Flexible   Income  Fund  is  incorporated
                                       herein by  reference  to Exhibit  1(e) to
                                       Post- Effective Amendment No. 46.

                                  (f)  Certificate  of  Designation   for  Janus
                                       Intermediate  Government  Securities Fund
                                       is  incorporated  herein by  reference to
                                       Exhibit 1(f) to Post-Effective  Amendment
                                       No. 46.

                                  (g)  Certificate  of  Designation   for  Janus
                                       Venture  Fund is  incorporated  herein by
                                       reference   to  Exhibit   1(g)  to  Post-
                                       Effective Amendment No. 47.

                                  (h)  Certificate  of  Designation   for  Janus
                                       Enterprise Fund is incorporated herein by
                                       reference   to  Exhibit   1(h)  to  Post-
                                       Effective Amendment No. 48.

                                  (i)  Certificate  of  Designation   for  Janus
                                       Balanced Fund is  incorporated  herein by
                                       reference   to  Exhibit   1(i)  to  Post-
                                       Effective Amendment No. 48.


                                      C-2
<PAGE>

                                  (j)  Certificate  of  Designation   for  Janus
                                       Short-Term   Bond  Fund  is  incorporated
                                       herein by  reference  to Exhibit  1(j) to
                                       Post- Effective Amendment No. 48.

                                  (k)  Certificate  of  Designation   for  Janus
                                       Federal  Tax-Exempt  Fund is incorporated
                                       herein by  reference  to Exhibit  1(k) to
                                       Post-Effective Amendment No. 54.

                                  (l)  Certificate  of  Designation   for  Janus
                                       Mercury  Fund is  incorporated  herein by
                                       reference   to  Exhibit   1(l)  to  Post-
                                       Effective Amendment No. 54.

                                  (m)  Certificate  of  Designation   for  Janus
                                       Overseas Fund is  incorporated  herein by
                                       reference     to    Exhibit    1(m)    to
                                       Post-Effective Amendment No. 60.

                                  (n)  Form  of  Amendment  to the  Registrant's
                                       Agreement  and  Declaration  of  Trust is
                                       incorporated   herein  by   reference  to
                                       Exhibit 1(n) to Post-Effective  Amendment
                                       No. 62.

                                  (o)  Form of Certificate  of  Designation  for
                                       Janus Money Market Fund, Janus Government
                                       Money  Market  Fund and Janus  Tax-Exempt
                                       Money Market Fund is incorporated  herein
                                       by   reference   to   Exhibit   1(o)   to
                                       Post-Effective Amendment No. 62.

                                  (p)  Form of Certificate  of  Designation  for
                                       Janus  High-Yield  Fund and Janus Olympus
                                       Fund is incorporated  herein by reference
                                       to   Exhibit   1(p)   to   Post-Effective
                                       Amendment No. 68.

   
               Exhibit 2          (a)  Restated   Bylaws  are  filed  herein  as
                                       Exhibit 2(a).

                                  (b)  First  Amendment  to the  Bylaws is filed
                                       herein as Exhibit 2(b).
    

               Exhibit 3               Not Applicable.

               Exhibit 4          (a)  Specimen  Stock   Certificate  for  Janus
                                       Fund(1)   is   incorporated   herein   by
                                       reference     to    Exhibit    4(b)    to
                                       Post-Effective Amendment No. 42.

- -------------------
(1) Outstanding  certificates  representing shares of predecessor entity to this
series of the Trust are deemed to represent shares of this series.


                                      C-3
<PAGE>

                                  (b)  Specimen  Stock   Certificate  for  Janus
                                       Growth  and Income  Fund is  incorporated
                                       herein by  reference  to Exhibit  4(b) to
                                       Post-Effective Amendment No. 42.

                                  (c)  Specimen  Stock   Certificate  for  Janus
                                       Worldwide Fund is incorporated  herein by
                                       reference   to  Exhibit   4(c)  to  Post-
                                       Effective Amendment No. 42.

                                  (d)  Specimen  Stock   Certificate  for  Janus
                                       Twenty Fund(1) is incorporated  herein by
                                       reference   to  Exhibit   4(d)  to  Post-
                                       Effective Amendment No. 46.

                                  (e)  Specimen  Stock   Certificate  for  Janus
                                       Flexible  Income Fund(1) is  incorporated
                                       herein by  reference  to Exhibit  4(e) to
                                       Post-Effective Amendment No. 46.

                                  (f)  Specimen  Stock   Certificate  for  Janus
                                       Intermediate     Government    Securities
                                       Fund(1)   is   incorporated   herein   by
                                       reference     to    Exhibit    4(f)    to
                                       Post-Effective Amendment No. 46.

                                  (g)  Specimen  Stock   Certificate  for  Janus
                                       Venture Fund(1) is incorporated herein by
                                       reference     to    Exhibit    4(g)    to
                                       Post-Effective Amendment 47.

                                  (h)  Specimen  Stock   Certificate  for  Janus
                                       Enterprise Fund is incorporated herein by
                                       reference   to  Exhibit   4(h)  to  Post-
                                       Effective Amendment No. 48.

                                  (i)  Specimen  Stock   Certificate  for  Janus
                                       Balanced Fund is  incorporated  herein by
                                       reference   to  Exhibit   4(i)  to  Post-
                                       Effective Amendment No. 48.

                                  (j)  Specimen  Stock   Certificate  for  Janus
                                       Short-Term   Bond  Fund  is  incorporated
                                       herein by  reference  to Exhibit  4(j) to
                                       Post- Effective Amendment No. 48.

                                  (k)  Specimen  Stock   Certificate  for  Janus
                                       Federal  Tax-Exempt  Fund is incorporated
                                       herein by  reference  to Exhibit  4(k) to
                                       Post-Effective Amendment No. 54.

                                  (l)  Specimen  Stock   Certificate  for  Janus
                                       Mercury  Fund is  incorporated  herein by
                                       reference   to  Exhibit   4(l)  to  Post-
                                       Effective Amendment No. 54.

- -------------------
(1) Outstanding  certificates  representing shares of predecessor entity to this
series of the Trust are deemed to represent shares of this series.


                                      C-4
<PAGE>

                                  (m)  Specimen  Stock   Certificate  for  Janus
                                       Overseas Fund is  incorporated  herein by
                                       reference     to    Exhibit    4(m)    to
                                       Post-Effective Amendment No. 60.

                                  (n)  Specimen  Stock  Certificates  for  Janus
                                       High-Yield  Fund and Janus  Olympus  Fund
                                       are  incorporated  herein by reference to
                                       Exhibit 4(n) to Post-Effective  Amendment
                                       No. 68.

               Exhibit 5          (a)  Investment  Advisory  Agreement for Janus
                                       Fund is incorporated  herein by reference
                                       to Exhibit 5 to Post- Effective Amendment
                                       No. 30.

                                  (b)  Investment  Advisory  Agreement for Janus
                                       Growth   and   Income   Fund  and   Janus
                                       Worldwide Fund is incorporated  herein by
                                       reference     to    Exhibit    5(b)    to
                                       Post-Effective Amendment No. 42.

                                  (c)  Form of Investment Advisory Agreement for
                                       Janus Twenty Fund and Janus  Venture Fund
                                       is  incorporated  herein by  reference to
                                       Exhibit 5(c) to Post-Effective  Amendment
                                       No. 46.

                                  (d)  Form of Investment Advisory Agreement for
                                       Janus  Flexible  Income  Fund  and  Janus
                                       Intermediate  Government  Securities Fund
                                       is  incorporated  herein by  reference to
                                       Exhibit 5(d) to Post-Effective  Amendment
                                       No. 46.

                                  (e)  Form of Investment Advisory Agreement for
                                       Janus  Enterprise  Fund,  Janus  Balanced
                                       Fund and Janus  Short-  Term Bond Fund is
                                       incorporated   herein  by   reference  to
                                       Exhibit 5(e) to Post-Effective  Amendment
                                       No. 48.

                                  (f)  Form of Investment Advisory Agreement for
                                       Janus Federal  Tax-Exempt  Fund and Janus
                                       Mercury  Fund is  incorporated  herein by
                                       reference     to    Exhibit    5(f)    to
                                       Post-Effective Amendment No. 54.

                                  (g)  Form of Investment Advisory Agreement for
                                       Janus   Overseas  Fund  is   incorporated
                                       herein by  reference  to Exhibit  5(g) to
                                       Post-Effective Amendment No. 60.

                                  (h)  Form of Investment Advisory Agreement for
                                       Janus Money Market Fund, Janus Government
                                       Money  Market  Fund and Janus  Tax-Exempt
                                       Money Market Fund is incorporated  herein
                                       by   reference   to   Exhibit   5(h)   to
                                       Post-Effective Amendment No. 64.


                                      C-5
<PAGE>

   
                                  (i)  Form of Investment Advisory Agreement for
                                       Janus  High-  Yield Fund is  incorporated
                                       herein by  reference  to Exhibit  5(i) to
                                       Post-Effective Amendment No. 70.

                                  (j)  Form of Investment Advisory Agreement for
                                       Janus Olympus Fund is incorporated herein
                                       by   reference   to   Exhibit   5(j)   to
                                       Post-Effective Amendment No. 70.
    

               Exhibit 6               Form of  Distribution  Agreement  between
                                       Janus    Investment    Fund   and   Janus
                                       Distributors, Inc. is incorporated herein
                                       by    reference    to    Exhibit   6   to
                                       Post-Effective Amendment No. 57.

               Exhibit 7               Not Applicable.

               Exhibit 8          (a)  Custodian    Contract    between    Janus
                                       Investment Fund and State Street Bank and
                                       Trust Company is  incorporated  herein by
                                       reference     to    Exhibit    8(a)    to
                                       Post-Effective Amendment No. 32.

                                  (b)  Amendment  dated  April 25, 1990 of State
                                       Street Custodian Contract is incorporated
                                       herein by  reference  to Exhibit  8(b) to
                                       Post-Effective Amendment No. 40.

                                  (c)  Letter  Agreement  dated February 1, 1991
                                       regarding State Street Custodian Contract
                                       is  incorporated  herein by  reference to
                                       Exhibit 8(c) to Post-Effective  Amendment
                                       No. 42.

                                  (d)  Custodian    Contract    between    Janus
                                       Investment  Fund and Investors  Fiduciary
                                       Trust Company is  incorporated  herein by
                                       reference     to    Exhibit    8(d)    to
                                       Post-Effective Amendment No. 42.

                                  (e)  Letter  Agreement  dated  October 9, 1992
                                       regarding    State    Street    Custodian
                                       Agreement  is   incorporated   herein  by
                                       reference     to    Exhibit    8(e)    to
                                       Post-Effective Amendment No. 52.

                                  (f)  Letter  Agreement  dated  April 28,  1993
                                       regarding    State    Street    Custodian
                                       Agreement  is   incorporated   herein  by
                                       reference     to    Exhibit    8(f)    to
                                       Post-Effective Amendment No. 60.

                                  (g)  Letter  Agreement  dated  April  4,  1994
                                       regarding    State    Street    Custodian
                                       Agreement  is   incorporated   herein  by
                                       reference     to    Exhibit    8(g)    to
                                       Post-Effective Amendment No. 64.

                                  (h)  Form of Custody  Agreement  between Janus
                                       Investment Fund, on behalf of Janus Money
                                       Market Fund, Janus


                                      C-6
<PAGE>

                                       Government  Money  Market  Fund and Janus
                                       Tax-Exempt  Money Market Fund, and United
                                       Missouri  Bank,   N.A.  is   incorporated
                                       herein by  reference  to Exhibit  8(h) to
                                       Post- Effective Amendment No. 64.

                                  (i)  Letter  Agreement  regarding State Street
                                       Custodian  Agreement,   with  respect  to
                                       Janus  High-Yield  Fund and Janus Olympus
                                       Fund will be filed by amendment.

   
                                  (j)  Amendment dated October 11, 1995 of State
                                       Street Custodian Contract is filed herein
                                       as Exhibit 8(j).
    

               Exhibit 9          (a)  Transfer Agency  Agreement with Investors
                                       Fiduciary  Trust Company is  incorporated
                                       herein by  reference  to Exhibit  9(b) to
                                       Post-Effective Amendment No. 42.

                                  (b)  Subagency Agreement between Janus Service
                                       Corporation and Investors Fiduciary Trust
                                       Company   is   incorporated   herein   by
                                       reference     to    Exhibit    9(c)    to
                                       Post-Effective Amendment No. 42.

                                  (c)  Form  of  Administration  Agreement  with
                                       Janus Capital Corporation for Janus Money
                                       Market  Fund,   Janus   Government  Money
                                       Market  Fund and Janus  Tax-Exempt  Money
                                       Market  Fund is  incorporated  herein  by
                                       reference     to    Exhibit    9(c)    to
                                       Post-Effective Amendment No. 64.

                                  (d)  Transfer Agency  Agreement dated December
                                       9, 1994 with  Janus  Service  Corporation
                                       for  Janus  Money  Market   Fund,   Janus
                                       Government  Money  Market  Fund and Janus
                                       Tax-Exempt  Money  Market  Fund  filed as
                                       Exhibit 9(d) to Post-Effective  Amendment
                                       No. 64 is withdrawn.

   
                                  (e)  Transfer Agency Agreement dated September
                                       27, 1995 with Janus  Service  Corporation
                                       for  Janus  Money  Market   Fund,   Janus
                                       Government   Money  Market  Fund,   Janus
                                       Tax-Exempt   Money  Market  Fund,   Janus
                                       High-Yield Fund and Janus Olympus Fund is
                                       incorporated   herein  by   reference  to
                                       Exhibit 9(e) to Post-Effective  Amendment
                                       No. 70.
    

               Exhibit 10         (a)  Opinion  and  Consent of  Messrs.  Davis,
                                       Graham & Stubbs with respect to shares of
                                       Janus  Fund  is  incorporated  herein  by
                                       reference    to   Exhibit   10   (a)   to
                                       Post-Effective Amendment No. 31.

                                  (b)  Opinion and Consent of Fund  Counsel with
                                       respect  to  shares of Janus  Growth  and
                                       Income Fund and Janus  Worldwide  Fund is
                                       incorporated   herein  by   reference  to
                                       Exhibit 10(b) to Post-Effective Amendment
                                       42.


                                      C-7
<PAGE>

                                  (c)  Opinion and Consent of Fund  Counsel with
                                       respect  to  shares  of Janus  Enterprise
                                       Fund,   Janus  Balanced  Fund  and  Janus
                                       Short-Term   Bond  Fund  is  incorporated
                                       herein by reference  to Exhibit  10(d) to
                                       Post-Effective Amendment No. 48.

                                  (d)  Opinion and  Consent of Messrs.  Sullivan
                                       and  Worcester  with respect to shares of
                                       Janus Twenty Fund is incorporated  herein
                                       by   reference   to   Exhibit   10(e)  to
                                       Post-Effective Amendment No. 49.

                                  (e)  Opinion and  Consent of Messrs.  Sullivan
                                       and  Worcester  with respect to shares of
                                       Janus Venture Fund is incorporated herein
                                       by   reference   to   Exhibit   10(f)  to
                                       Post-Effective Amendment No. 49.

                                  (f)  Opinion and  Consent of Messrs.  Sullivan
                                       and  Worcester  with respect to shares of
                                       Janus    Flexible    Income    Fund    is
                                       incorporated   herein  by   reference  to
                                       Exhibit   10(g)   to   Post-    Effective
                                       Amendment No. 49.

                                  (g)  Opinion and  Consent of Messrs.  Sullivan
                                       and  Worcester  with respect to shares of
                                       Janus Intermediate  Government Securities
                                       Fund is incorporated  herein by reference
                                       to   Exhibit   10(h)  to   Post-Effective
                                       Amendment No. 49.

                                  (h)  Opinion and Consent of Fund  Counsel with
                                       respect   to  shares  of  Janus   Federal
                                       Tax-Exempt Fund and Janus Mercury Fund is
                                       incorporated   herein  by   reference  to
                                       Exhibit   10(i)   to   Post-    Effective
                                       Amendment No. 54.

                                  (i)  Opinion and Consent of Fund  Counsel with
                                       respect to shares of Janus  Overseas Fund
                                       is  incorporated  herein by  reference to
                                       Exhibit 10(i) to Post-Effective Amendment
                                       No. 60.

                                  (j)  Opinion and Consent of Fund  Counsel with
                                       respect to shares of Janus  Money  Market
                                       Fund,  Janus Government Money Market Fund
                                       and Janus Tax-Exempt Money Market Fund is
                                       incorporated   herein  by   reference  to
                                       Exhibit   10(j)   to   Post-    Effective
                                       Amendment No. 62.

                                  (k)  Opinion and Consent of Fund  Counsel with
                                       respect to Institutional  Shares of Janus
                                       Money Market Fund, Janus Government Money
                                       Market  Fund and Janus  Tax-Exempt  Money
                                       Market  Fund is  incorporated  herein  by
                                       reference    to    Exhibit    10(k)    to
                                       Post-Effective Amendment No. 65.

                                  (l)  Opinion and Consent of Fund  Counsel with
                                       respect  to  shares  of Janus  High-Yield
                                       Fund and Janus Olympus Fund is


                                      C-8
<PAGE>

                                       incorporated   herein  by   reference  to
                                       Exhibit   10(l)   to   Post-    Effective
                                       Amendment No. 68.

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

               Exhibit 12              Not Applicable.

               Exhibit 13              Not Applicable.

               Exhibit 14         (a)  Model   Individual   Retirement  Plan  is
                                       incorporated   herein  by   reference  to
                                       Exhibit 14(a) to Post-Effective Amendment
                                       No. 57.

                                  (b)  Model  Defined  Contribution   Retirement
                                       Plan is incorporated  herein by reference
                                       to   Exhibit   14(b)  to   Post-Effective
                                       Amendment No. 41.

                                  (c)  Model   Section    403(b)(7)    Plan   is
                                       incorporated   herein  by   reference  to
                                       Exhibit 14(c) to Post-Effective Amendment
                                       No. 38.

               Exhibit 15              Not Applicable.

               Exhibit 16         (a)  Computation    of   Total    Return    is
                                       incorporated   herein  by   reference  to
                                       Exhibit  16 to  Post-Effective  Amendment
                                       No. 44.

                                  (b)  Computation    of   Current   Yield   and
                                       Effective Yield is incorporated herein by
                                       reference  to  Exhibit   16(b)  to  Post-
                                       Effective Amendment No. 67.

               Exhibit 17              Powers of  Attorney  dated as of June 30,
                                       1995,   are   incorporated    herein   by
                                       reference   to   Exhibit   17  to   Post-
                                       Effective Amendment No. 67.

               Exhibit 18         (a)  Form of plan  entered into by Janus Money
                                       Market  Fund,   Janus   Government  Money
                                       Market Fund and Janus Tax-  Exempt  Money
                                       Market   Fund   pursuant  to  Rule  18f-3
                                       setting  forth the  separate  arrangement
                                       and expense  allocation  of each class of
                                       such   Funds   filed  as  Exhibit  18  to
                                       Post-Effective   Amendment   No.   66  is
                                       withdrawn.

                                  (b)  Restated  form of Rule 18f-3 plan entered
                                       into by Janus Money  Market  Fund,  Janus
                                       Government  Money  Market  Fund and Janus
                                       Tax-Exempt    Money    Market   Fund   is
                                       incorporated   by  reference  to  Exhibit
                                       18(b) to Post-Effective Amendment No. 69.


                                      C-9
<PAGE>

   
               Exhibit 27              A Financial Data Schedule for each of the
                                       following  Funds (or classes  thereof) is
                                       filed herein as Exhibit 27:

                                        Janus Fund
                                        Janus Twenty Fund
                                        Janus Venture Fund
                                        Janus Worldwide Fund
                                        Janus Overseas Fund
                                        Janus Enterprise Fund
                                        Janus Mercury Fund
                                        Janus Growth and Income Fund
                                        Janus Balanced Fund
                                        Janus Flexible Income Fund
                                        Janus Intermediate Government 
                                          Securities Fund
                                        Janus Short-Term Bond Fund
                                        Janus Federal Tax-Exempt Fund
                                        Janus Money Market Fund - 
                                          Investor Shares
                                        Janus Government Money Market Fund - 
                                          Investor Shares
                                        Janus Tax-Exempt Money Market Fund - 
                                          Investor Shares
                                        Janus Money Market Fund - 
                                          Institutional Shares
                                        Janus Government Money Market Fund - 
                                          Institutional Shares
                                        Janus Tax-Exempt Money Market Fund - 
                                          Institutional Shares
    


ITEM 25. Persons Controlled by or Under Common Control with Registrant
                  None


ITEM 26. Number of Holders of Securities

          The number of record holders of shares of the Registrant as of October
          31, 1995, was as follows:


                                      C-10
<PAGE>

                                                                  Number of
          Title of Class                                          Record Holders
          --------------                                          --------------

          Janus Fund shares                                              784,131
          Janus Growth and Income Fund shares                             81,603
          Janus Worldwide Fund shares                                    194,966
          Janus Overseas Fund shares                                      22,748
          Janus Twenty Fund shares                                       343,751
          Janus Flexible Income Fund shares                               34,297
          Janus Intermediate Government
            Securities Fund shares                                         5,088
          Janus Venture Fund shares                                      143,660
          Janus Enterprise Fund shares                                    69,935
          Janus Balanced Fund shares                                      19,110
          Janus Short-Term Bond Fund shares                                5,161
          Janus Federal Tax-Exempt Fund shares                             3,780
          Janus Mercury Fund shares                                      181,279
          Janus Money Market Fund - Investor Shares                       70,899
          Janus Money Market Fund - Institutional Shares                      26
          Janus Government Money
            Market Fund - Investor Shares                                 12,298
          Janus Government Money
            Market Fund - Institutional Shares                                 5
          Janus Tax-Exempt Money
            Market Fund - Investor Shares                                  6,310
          Janus Tax-Exempt Money
            Market Fund - Institutional Shares                                 2
          Janus High-Yield Fund shares                                       N/A
          Janus Olympus Fund shares                                          N/A

ITEM 27. Indemnification

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


                                      C-11
<PAGE>

ITEM 28. Business and Other Connections of Investment Adviser

     The  only  business  of  Janus  Capital  Corporation  is to  serve  as  the
investment  adviser of the Registrant and as investment adviser or subadviser to
several  other  mutual  funds and  private  and  retirement  accounts.  The only
businesses,  professions,  vocations or employments  of a substantial  nature of
Thomas H. Bailey,  James P. Craig III, Thomas F. Marsico,  James P. Goff, Warren
B. Lammert,  Ronald V. Speaker,  Helen Young Hayes, Sharon S. Pichler,  Scott W.
Schoelzel, David C. Tucker and Steven R. Goodbarn,  officers and/or directors of
Janus Capital  Corporation,  are described  under "Officers and Trustees" in the
currently  effective  Statements  of  Additional  Information  included  in this
Registration  Statement.  Mr.  Michael E.  Herman,  a director of Janus  Capital
Corporation,  is Chairman of the  Finance  Committee  (1990 to present) of Ewing
Marion Kauffman  Foundation,  4900 Oak, Kansas City, Missouri 64112. Mr. Michael
N. Stolper, a director of Janus Capital  Corporation,  is President of Stolper &
Company,  Inc., 525 "B" Street,  Suite 1080,  San Diego,  California  92101,  an
investment performance consultant.  Mr. Thomas A. McDonnell, a director of Janus
Capital Corporation, is President, Chief Executive Officer and a Director of DST
Systems,  Inc., 1004 Baltimore Avenue,  Kansas City, Missouri 64105, provider of
data  processing and  recordkeeping  services for various  mutual funds,  and is
Executive  Vice  President  and a director of Kansas City  Southern  Industries,
Inc., 114 W. 11th Street, Kansas City, Missouri 64105, a publicly traded holding
company whose primary  subsidiaries are engaged in  transportation,  information
processing and financial services.


ITEM 29. Principal Underwriters

          (a)  Janus Distributors, Inc. ("Janus Distributors") does not serve as
               a principal  underwriter  for any  investment  company other than
               Registrant.

          (b)  The principal business address, positions with Janus Distributors
               and  positions  with  Registrant of David C. Tucker and Steven R.
               Goodbarn,  officers  and  directors  of Janus  Distributors,  are
               described  under  "Officers  and  Trustees"  in the  Statement of
               Additional Information included in this Registration Statement.

          (c)  Not applicable.


ITEM 30. Location of Accounts and Records

     The  accounts,  books and other  documents  required  to be  maintained  by
Section 31(a) of the  Investment  Company Act of 1940 and the rules  promulgated
thereunder  are  maintained  by Janus  Capital  Corporation  and  Janus  Service
Corporation,  both of which are located at 100 Fillmore Street, Denver, Colorado
80206-4923 and by Investors Fiduciary Trust Company, 127 W. 10th Street,  Kansas
City, Missouri 64105, State Street Bank and Trust Company, P.O. Box 351, Boston,
Massachusetts  02101 and United  Missouri  Bank,  P.O. Box 419226,  Kansas City,
Missouri 64141-6226.


                                      C-12
<PAGE>

ITEM 31. Management Services

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


ITEM 32. Undertakings

          (a)  Not applicable.

   
          (b)  Not applicable.
    

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


                                      C-13
<PAGE>

                                   SIGNATURES


   
     Pursuant  to  the  requirements  of the  Securities  Act of  1933  and  the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
its  Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereto duly authorized,  in the City of Denver,  and State of Colorado,  on the
19th day of December, 1995.
    

                                                 JANUS INVESTMENT FUND


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

     Janus  Investment  Fund is organized under the Agreement and Declaration of
Trust of the Registrant dated February 11, 1986, a copy of which is on file with
the Secretary of State of The Commonwealth of Massachusetts.  The obligations of
the Registrant hereunder are not binding upon any of the Trustees, shareholders,
nominees,  officers, agents or employees of the Registrant personally,  but bind
only the trust  property of the  Registrant,  as provided in the  Agreement  and
Declaration of Trust of the  Registrant.  The execution of this Amendment to the
Registration Statement has been authorized by the Trustees of the Registrant and
this  Amendment to the  Registration  Statement has been signed by an authorized
officer of the  Registrant,  acting as such, and neither such  authorization  by
such  Trustees nor such  execution by such officer  shall be deemed to have been
made by any of them  personally,  but shall bind only the trust  property of the
Registrant as provided in its Declaration of Trust.

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

Signature                     Title                           Date
- ---------                     -----                           ----

   
/s/ Thomas H. Bailey          President                       December 19, 1995
Thomas H. Bailey              (Principal Executive
                              Officer) and Trustee

/s/ Steven R. Goodbarn        Treasurer and Chief             December 19, 1995
Steven R. Goodbarn            Financial Officer
                              (Principal Financial
                              and Accounting Officer)

/s/ James P. Craig            Trustee                         December 19, 1995
James P. Craig
    


<PAGE>

   
Gary O. Loo*                  Trustee                         December 19, 1995
Gary O. Loo

Dennis B. Mullen*             Trustee                         December 19, 1995
Dennis B. Mullen

John W. Shepardson*           Trustee                         December 19, 1995
John W. Shepardson

William D. Stewart*           Trustee                         December 19, 1995
William D. Stewart

Martin H. Waldinger*          Trustee                         December 19, 1995
Martin H. Waldinger
    



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


<PAGE>

                                INDEX OF EXHIBITS



   
         Exhibit 2(a)                Restated Bylaws

         Exhibit 2(b)                First Amendment to the Bylaws

         Exhibit 8(j)                Amendment to Custodian Contract

         Exhibit 11                  Consent of Price Waterhouse

         Exhibit 27                  Financial Data Schedules
    




                                                                    EXHIBIT 2(a)

                              JANUS INVESTMENT FUND

                                     Bylaws









<PAGE>



                              JANUS INVESTMENT FUND

                                     BYLAWS

                                Table of Contents

                                                                  Page
RECITALS.............................................................1

ARTICLE I  SHAREHOLDERS AND SHAREHOLDERS' MEETINGS...................1

         SECTION 1.1.  Meetings......................................1
         SECTION 1.2.  Presiding Officer; Secretary..................1
         SECTION 1.3.  Authority of Chairman of Meeting to 
           Interpret Declaration and Bylaws..........................1
         SECTION 1.4.  Voting; Quorum................................2
         SECTION 1.5.  Inspectors....................................2
         SECTION 1.6.  Shareholders' Action in Writing...............2
         SECTION 1.7.  Waiver of Notice..............................2

ARTICLE II  TRUSTEES AND TRUSTEES' MEETINGS..........................2

         SECTION 2.1.  Number of Trustees............................3
         SECTION 2.2.  Regular Meetings of Trustees..................3
         SECTION 2.3.  Special Meetings of Trustees..................3
         SECTION 2.4.  Notice of Meetings............................3
         SECTION 2.5.  Quorum; Presiding Officer.....................3
         SECTION 2.6.  Participation by Telephone....................4
         SECTION 2.7.  Location of Meetings..........................4
         SECTION 2.8.  Votes.........................................4
         SECTION 2.9.  Rulings of Chairman...........................4
         SECTION 2.10.  Trustees' Action in Writing..................4
         SECTION 2.11.  Resignations.................................4

ARTICLE III  OFFICERS................................................4

         SECTION 3.1.  Officers of the Trust.........................4
         SECTION 3.2.  Time and Terms of Election....................4
         SECTION 3.3.  Resignation and Removal.......................5
         SECTION 3.4.  Fidelity Bond.................................5
         SECTION 3.5.  Chairman of the Trustees......................5
         SECTION 3.6.  Vice Chairmen.................................5
         SECTION 3.7.  President.....................................5


                                        i

<PAGE>

         SECTION 3.8.  Vice Presidents................................5
         SECTION 3.9.  Treasurer and Assistant Treasurers.............6
         SECTION 3.10.  Controller and Assistant Controllers..........6
         SECTION 3.11.  Secretary and Assistant Secretaries...........6
         SECTION 3.12.  Substitutions.................................7
         SECTION 3.13.  Execution of Deeds, etc.......................7
         SECTION 3.14.  Power to Vote Securities......................7

ARTICLE IV  COMMITTEES................................................7

         SECTION 4.1.  Power of Trustees to Designate Committees......7
         SECTION 4.2.  Rules for Conduct of Committee Affairs.........7
         SECTION 4.3.  Trustees May Alter, Abolish, etc., Committees..8
         SECTION 4.4.  Minutes; Review by Trustees....................8

ARTICLE V  SEAL.......................................................8

ARTICLE VI  SHARES....................................................8

         SECTION 6.1.  Issuance of Shares.............................8
         SECTION 6.2.  Uncertificated Shares..........................8
         SECTION 6.3.  Share Certificates.............................9
         SECTION 6.4.  Lost, Stolen, etc., Certificates...............9
         SECTION 6.5.  Record Transfer of Pledged Shares..............9

ARTICLE VII  CUSTODIAN................................................9

ARTICLE VIII  AMENDMENTS.............................................10

         SECTION 8.1.  Bylaws Subject to Amendment...................10
         SECTION 8.2.  Notice of Proposal to Amend Bylaws Required...10


                                       ii

<PAGE>

                                     BYLAWS

                                       OF

                              JANUS INVESTMENT FUND

     These are the BYLAWS of Janus  Investment  Fund, a trust with  transferable
shares  established  under the laws of The  Commonwealth of  Massachusetts  (the
"Trust"),  pursuant to an Agreement and Declaration of Trust (the "Declaration")
made the 11th day of February, 1986, and filed in the office of the Secretary of
the Commonwealth. These Bylaws have been adopted by the Trustees pursuant to the
authority granted by Section 3.1 of the Declaration.

     All words and terms  capitalized in these Bylaws,  unless otherwise defined
herein, shall have the same meanings as they have in the Declaration.


                                    ARTICLE I

                     SHAREHOLDERS AND SHAREHOLDERS' MEETINGS

     SECTION 1.1. Meetings.  A meeting of the Shareholders of the Trust shall be
held  whenever  called by the  Trustees  and  whenever  election of a Trustee or
Trustees by Shareholders is required by the provisions of the 1940 Act. Meetings
of  Shareholders  also shall be called by the Trustees when requested in writing
by  Shareholders  holding  at  least  ten  percent  (10%)  of  the  Shares  then
outstanding  for the purpose of voting upon  removal of any  Trustee,  or if the
Trustees  shall fail to call or give notice of any such meeting of  Shareholders
for a period of thirty  (30) days  after  such  application,  then  Shareholders
holding at least ten percent (10%) of the Shares then  outstanding  may call and
give notice of such meeting.  Notice of Shareholders' meetings shall be given as
provided in the Declaration. Any meeting of the Shareholders may be held at such
time and place,  within or outside of the Commonwealth of Massachusetts,  as may
be fixed by the  Trustees  or as shall be  specified  in the notice or waiver of
notice of the meeting.

     SECTION 1.2. Presiding Officer; Secretary. The Chairman of the Trustees, or
in his absence  the Vice  Chairman  or  Chairmen,  if any, in the order of their
seniority or as the Trustees shall  otherwise  determine,  and in the absence of
the Chairman and all Vice Chairmen, if any, the President, shall preside at each
Shareholders'  meeting as  chairman  of the  meeting,  or in the  absence of the
Chairman,  all Vice  Chairmen and the  President,  the  Trustees  present at the
meeting  shall  elect one of their  number as chairman  of the  meeting.  Unless
otherwise provided for by the Trustees,  the Secretary of the Trust shall be the
secretary of all meetings of Shareholders and shall record the minutes thereof.

     SECTION 1.3. Authority of Chairman of Meeting to Interpret  Declaration and
Bylaws.  At any  Shareholders'  meeting the  chairman  of the  meeting  shall be
empowered to


<PAGE>

determine the construction or interpretation of the Declaration or these Bylaws,
or any part thereof or hereof, and his ruling shall be final.

     SECTION 1.4. Voting;  Quorum.  At each meeting of  Shareholders,  except as
otherwise provided by the Declaration, every holder of record of Shares entitled
to vote  shall be  entitled  to a number of votes  equal to the number of Shares
standing in his name on the Share register of the Trust.  Shareholders  may vote
by proxy and the form of any such proxy may be  prescribed  from time to time by
the  Trustees.  A quorum shall exist if the holders of at least  thirty  percent
(30%) of the outstanding  Shares of the Trust entitled to vote without regard to
Series,  are  present  in person or by proxy,  but any  lesser  number  shall be
sufficient for adjournments. At all meetings of the Shareholders, votes shall be
taken by ballot for all matters which may be binding upon the Trustees  pursuant
to Section 7.1 of the Declaration.  On other matters, votes of Shareholders need
not be taken by ballot unless  otherwise  provided for by the  Declaration or by
vote of the Trustees, or as required by the Act, but the chairman of the meeting
may in his discretion authorize any matter to be voted upon by ballot.

     SECTION 1.5.  Inspectors.  At any meeting of Shareholders,  the chairman of
the meeting may, and on the request of any  Shareholder  present or  represented
and  entitled  to vote  shall,  appoint  one or more  Inspectors  of Election or
Balloting to supervise the voting at such meeting or any adjournment thereof. If
appointed,  Inspectors  shall  take  charge of the polls  and,  when the vote is
completed,  shall make a certificate of the result of the vote taken and of such
other facts as may be required by law.

     SECTION  1.6.  Shareholders'  Action in Writing.  Nothing in this Article I
shall limit the power of the Shareholders to take any action by means of written
instruments without a meeting, as permitted by Section 7.6 of the Declaration.

     SECTION 1.7. Waiver of Notice.  Whenever law or these Bylaws require notice
of a  Shareholders'  meeting to be given, a written waiver of notice signed by a
Shareholder entitled to notice,  whether before, at, or after the time stated in
the notice, shall be equivalent to the giving of notice. By attending a meeting,
a Shareholder  waives any objection to (i) lack of notice or defective notice of
such meeting unless he objects,  at the beginning of the meeting, to the holding
of  the  meeting  or  the  transaction  of  business  at  the  meeting  or  (ii)
consideration  at such  meeting of any matter not within the purpose or purposes
described in the notice of the  meeting,  unless he objects to  considering  the
matter when it is presented.


                                       2
<PAGE>

                                   ARTICLE II

                         TRUSTEES AND TRUSTEES' MEETINGS

     SECTION 2.1. Number of Trustees.  There initially shall be one (1) Trustee,
and the number of Trustees  shall  thereafter be such number,  authorized by the
Declaration, as from time to time shall be fixed by a vote adopted by a Majority
of the Trustees.

     SECTION 2.2. Regular Meetings of Trustees. Regular meetings of the Trustees
may be held  without  call or notice  at such  places  and at such  times as the
Trustees  may  from  time to  time  determine;  provided,  that  notice  of such
determination,  and of the time, place and purposes of the first regular meeting
thereafter, shall be given to each absent Trustee in accordance with Section 2.4
hereof.

     SECTION 2.3. Special Meetings of Trustees. Special meetings of the Trustees
may be held at any time and at any  place  when  called by the  Chairman  of the
Trustees,  any Vice  Chairman,  the  President or the Treasurer or by two (2) or
more  Trustees,  or if there  shall be less  than  three  (3)  Trustees,  by any
Trustee;  provided, that notice of the time, place and purposes thereof is given
to each Trustee in  accordance  with  Section 2.4 hereof by the  Secretary or an
Assistant Secretary or by the officer or the Trustees calling the meeting.

     SECTION 2.4.  Notice of Meetings.  Notice of any regular or special meeting
of the Trustees shall be sufficient if given in writing to each Trustee,  and if
sent by mail at least five (5) days,  or by telegram at least  twenty-four  (24)
hours , before the  meeting,  addressed  to his usual or last known  business or
residence  address,  or if delivered to him in person at least  twenty-four (24)
hours before the meeting.  Notice of a special  meeting need not be given to any
Trustee who was present at an earlier  meeting,  not more than  thirty-one  (31)
days  prior to the  subsequent  meeting,  at which the  subsequent  meeting  was
called.  Notice of a meeting may be waived by any  Trustee by written  waiver of
notice,  executed by him before or after the  meeting,  and such waiver shall be
filed with the  records  of the  meeting.  Attendance  by a Trustee at a meeting
shall  constitute a waiver of notice,  except where a Trustee  attends a meeting
for the purpose of protesting  prior thereto or at its  commencement the lack of
notice.

     SECTION 2.5. Quorum;  Presiding Officer. At any meeting of the Trustees,  a
Majority of the Trustees shall constitute a quorum. Any meeting may be adjourned
from time to time by a majority of the votes cast upon the question,  whether or
not a quorum  is  present,  and the  meeting  may be held as  adjourned  without
further  notice.  Unless the Trustees shall otherwise  elect,  generally or in a
particular  case,  the  Chairman  of the  Trustees,  or in his  absence the Vice
Chairman or Vice  Chairmen,  if any, in the order of their  seniority  or as the
Trustees shall  otherwise  determine,  or in the absence of the Chairman and all
Vice  Chairmen,  if any,  and if he shall be a  Trustee,  the  President,  shall
preside at each meeting of the Trustees as chairman of the meeting.


                                       3
<PAGE>

     SECTION 2.6.  Participation  by Telephone.  One or more of the Trustees may
participate in a meeting thereof or of any Committee of the Trustees by means of
a conference telephone or similar communications  equipment allowing all persons
participating in the meeting to hear each other at the same time.  Participation
by such means shall constitute presence in person at a meeting.

     SECTION 2.7.  Location of Meetings.  Trustees'  meetings may be held at any
place, within or without Massachusetts.

     SECTION 2.8. Votes.  Voting at Trustees'  meetings may be conducted orally,
by show of hands,  or, if  requested  by any  Trustee,  by written  ballot.  The
results of all voting shall be recorded by the Secretary in the minute book.

     SECTION 2.9.  Rulings of Chairman.  All other rules of conduct  adopted and
used at any  Trustees;  meeting  shall be  determined  by the  chairman  of such
meeting, whose ruling on all procedural matters shall be final.

     SECTION 2.10. Trustees' Action in Writing. Nothing in this Article II shall
limit the power of the Trustees to take action by means of a written  instrument
without a meeting, as provided in Section 4.2 of the Declaration.

     SECTION 2.11.  Resignations.  Any Trustee may resign at any time by written
instrument  signed by him and  delivered to the  Chairman,  the President or the
Secretary or to a meeting of the Trustees.  Such resignation  shall be effective
upon receipt unless specified to be effective at some other time.


                                   ARTICLE III

                                    OFFICERS

     SECTION 3.1. Officers of the Trust. The officers of the Trust shall consist
of a Chairman of the Trustees, a President, a Treasurer and a Secretary, and may
include one or more Vice Chairmen,  Vice  Presidents,  Assistant  Treasurers and
Assistant  Secretaries,  and such other  officers as the Trustees may designate.
Any person may hold more than one office.  Except for the  Chairman and any Vice
Chairmen, no officer need be a Trustee.

     SECTION 3.2. Time and Terms of Election. The Chairman,  the President,  the
Treasurer  and the  Secretary  shall be elected by the  Trustees  at their first
meeting and  thereafter at the annual  meeting of the  Trustees,  as provided in
Section 4.2 of the  Declaration.  Such officers shall hold office until the next
annual meeting of the Trustees and until their  successors  shall have been duly
elected and qualified, and may be removed at any meeting by the affirmative vote
of a Majority of the Trustees. All other officers of the Trust may be elected or
appointed at any


                                       4
<PAGE>

meeting  of the  Trustees.  Such  officers  shall hold  office for any term,  or
indefinitely,  as determined  by the Trustees,  and shall be subject to removal,
with or without cause, at any time by the Trustees.

     SECTION 3.3. Resignation and Removal. Any officer may resign at any time by
giving written notice to the Trustees. Such resignation shall take effect at the
time specified therein,  and, unless otherwise specified therein, the acceptance
of such resignation  shall not be necessary to make it effective.  If the office
of any  officer  or agent  becomes  vacant  by  reason  of  death,  resignation,
retirement, disqualification, removal from office or otherwise, the Trustees may
choose a successor,  who shall hold office for the unexpired  term in respect of
which such  vacancy  occurred.  Except to the  extent  expressly  provided  in a
written agreement with the Trust, no officer resigning or removed shall have any
right to any  compensation for any period following such resignation or removal,
or any right to damage on account of such removal.

     SECTION 3.4. Fidelity Bond. The Trustees may, in their  discretion,  direct
any officer  appointed by them to furnish at the expense of the Trust a fidelity
bond approved by the Trustees, in such amount as the Trustees may prescribe.

     SECTION  3.5.  Chairman  of the  Trustees.  Unless the  Trustees  otherwise
provide,  the  Chairman of the  Trustees  shall  preside at all  meetings of the
Shareholders  and of the  Trustees.  The Chairman  shall be the chief  executive
officer of the Trust and, subject to the supervision of the Trustees, shall have
general  charge and  supervision  of the  business,  property and affairs of the
Trust and such other powers and duties as the Trustees may prescribe, and unless
otherwise provided by law, the Declaration, these Bylaws or specific vote of the
Trustees, shall have and may exercise all of the powers given to the Trustees by
the Declaration and by these Bylaws.

     SECTION 3.6. Vice  Chairmen.  If the Trustees  shall elect one or more Vice
Chairmen,  the Vice  Chairman  or if there  shall be more  than  one,  such Vice
Chairmen  in the order or their  seniority  or as  otherwise  designated  by the
Trustees, shall, upon the death, absence or disability of the Chairman,  preside
at meetings of the  Shareholders  and of the Trustees  and  exercise  such other
powers and duties of the Chairman as the Trustees shall determine.

     SECTION 3.7.  President.  The President  shall be the chief  administrative
officer of the Trust and, subject to the supervision of the Chairman, shall have
general  charge of the  operations of the Trust and general  supervision  of the
personnel of the Trust,  and such other powers and duties as the Trustees or the
Chairman  shall  prescribe.  In the absence or disability  of the Chairman,  the
President  shall  exercise the powers and duties of the Chairman,  except to the
extent that the Trustees shall have delegated such powers and duties to the Vice
Chairman or Chairmen,  and except that he shall not preside at meetings Trustees
if he is not himself a Trustee.

     SECTION 3.8. Vice Presidents.  Upon the death, absence or disability of the
President,  the Vice  President  or, if there  shall be more than one,  the Vice
Presidents  in the order of their  seniority or as otherwise  designated  by the
Trustees, shall exercise all the powers and


                                       5
<PAGE>

duties of the  President.  The Vice  Presidents  shall have the power to execute
bonds, notes,  mortgages and other contracts,  agreements and instruments in the
name of the Trust,  and shall do and perform such other duties as the  Trustees,
the Chairman or the President shall direct.

     SECTION 3.9. Treasurer and Assistant Treasurers. The Treasurer shall be the
chief financial  officer of the Trust, and shall have the custody of the Trust's
funds and Securities,  and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Trust and shall deposit all moneys,  and
other  valuable  effects  in the name and to the  credit of the  Trust,  in such
depositories  as may be designated by the Trustees,  taking proper  vouchers for
such disbursements, shall have such other duties and powers as may be prescribed
from time to time by the  Trustees  or the  Chairman,  and  shall  render to the
Trustees,  whenever they may require it, an account of all his  transactions  as
Treasurer  and of the  financial  condition of the Trust.  If no  Controller  is
elected,  the Treasurer shall also have the duties and powers of the Controller,
as provided in these Bylaws. Any Assistant  Treasurer shall have such duties and
powers  as  shall  be  prescribed  from  time  to time  by the  Trustees  or the
Treasurer,  and shall be responsible to and shall report to the Treasurer.  Upon
the death,  absence or disability of the Treasurer,  the Assistant Treasurer or,
if there shall be more than one, the Assistant  Treasurers in the order of their
seniority or as otherwise designated by the Trustees or the Chairman, shall have
the powers and duties of the Treasurer.

     SECTION  3.10.  Controller  and Assistant  Controllers.  If a Controller is
elected,  he shall be the chief accounting  officer of the Trust and shall be in
charge of its books of account  and  accounting  records  and of its  accounting
procedures,  and shall have such duties and powers as are  commonly  incident to
the  office  of a  controller,  and  such  other  duties  and  powers  as may be
prescribed  from  time  to  time  by  the  Trustees.  The  Controller  shall  be
responsible to and shall report to the Trustees,  but in the ordinary conduct of
the Trust's  business,  shall be under the  supervision  of the  Treasurer.  Any
Assistant  Controller  shall have such duties and powers as shall be  prescribed
from time to time by the Trustees or the Controller, and shall be responsible to
and shall report to the Controller. Upon the death, absence or disability of the
Controller,  the Assistant  Controller  or, if there shall be more than one, the
Assistant Controllers in the order of their seniority or as otherwise designated
by the  Trustees  or the  Chairman,  shall  have the  powers  and  duties of the
Controller.

     SECTION 3.11. Secretary and Assistant Secretaries.  The Secretary shall, if
and to the extent requested by the Trustees, attend all meeting of the Trustees,
any Committee of the Trustees and/or the  Shareholders  and record all votes and
the minutes of proceedings in a book to be kept for that purpose,  shall give or
cause to be given notice of all meetings of the  Trustees,  any Committee of the
Trustees,  and of the Shareholders and shall perform such other duties as may be
prescribed  by the  Trustees.  The  Secretary,  or in his absence any  Assistant
Secretary, shall affix the Trust's seal to any instrument requiring it, and when
so  affixed,  it shall be  attested  by the  signature  of the  Secretary  or an
Assistant  Secretary.  The Secretary shall be the custodian of the Share records
and all other books,  records and papers of the Trust (other than financial) and
shall see that all books, reports, statements,  certificates and other documents
and records required by


                                       6
<PAGE>

law are properly  kept and filed.  Upon the death,  absence or disability of the
Secretary,  the  Assistant  Secretary  or, if there shall be more than one,  the
Assistant Secretaries in the order of their seniority or as otherwise designated
by the  Trustees  or the  Chairman,  shall  have the  powers  and  duties of the
Secretary.

     SECTION  3.12.  Substitutions.  In case of the absence or disability of any
officer  of the  Trust,  or for any  other  reason  that the  Trustees  may deem
sufficient, the Trustees may delegate, for the time being, the powers or duties,
or any of them, of such officer to any other officer, or to any Trustee.

     SECTION 3.13. Execution of Deeds, etc. Except as the Trustees may generally
or in  particular  cases  otherwise  authorize  or direct,  all  deeds,  leases,
transfers,   contracts,  proposals,  bonds,  notes,  checks,  drafts  and  other
obligations made,  accepted or endorsed by the Trust shall be signed or endorsed
on  behalf  of the  Trust  by  the  Chairman,  the  President,  one of the  Vice
Presidents or the Treasurer.

     SECTION 3.14.  Power to Vote Securities.  Unless  otherwise  ordered by the
Trustees,  the  Treasurer  shall have full power and  authority on behalf of the
Trust to give  proxies  for,  and/or  to attend  and to act and to vote at,  any
meeting of  stockholders  of any  corporation in which the Trust may hold stock,
and at any such  meeting  the  Treasurer  or his  proxy  shall  possess  and may
exercise any and all rights and powers  incident to the  ownership of such stock
which,  as the owner  thereof,  the Trust might have  possessed and exercised if
present.  The  Trustees,  by  resolution  from time to time,  or, in the absence
thereof, the Treasurer,  may confer like powers upon any other person or persons
as attorneys and proxies of the Trust.

                                   ARTICLE IV

                                   COMMITTEES

     SECTION 4.1. Power of Trustees to Designate  Committees.  The Trustees,  by
vote of a Majority of the  Trustees,  may elect from their  number an  Executive
Committee and any other Committees and may delegate thereto some or all of their
powers except those which by law, by the  Declaration or by these Bylaws may not
be delegated;  provided,  that the Executive Committee shall not be empowered to
elect  the  Chairman  of the  Trustees,  the  President,  the  Treasurer  or the
Secretary,  to amend the Bylaws,  to exercise the powers of the  Trustees  under
this  Section 4.1 or under  Section 4.3 hereof,  or to perform any act for which
the action of a Majority of the Trustees is required by law, by the  Declaration
or by these  Bylaws.  The  members  of any  such  Committee  shall  serve at the
pleasure of the Trustees.

     SECTION 4.2.  Rules for Conduct of Committee  Affairs.  Except as otherwise
provided by the Trustees,  each Committee elected or appointed  pursuant to this
Article IV may adopt such standing rules and  regulations for the conduct of its
affairs as it may deem  desirable,  subject to review and approval of such rules
and regulations by the Trustees at the next


                                       7
<PAGE>

succeeding meeting of the Trustees, but in the absence of any such action or any
contrary  provisions by the Trustees,  the business of each  Committee  shall be
conducted,  so far as practicable,  in the same manner as provided herein and in
the Declaration for the Trustees.

     SECTION 4.3. Trustees May Alter, Abolish,  etc.,  Committees.  The Trustees
may at any time alter or abolish any  Committee,  change the  membership  of any
Committee,  or revoke,  rescind or modify  any  action of any  Committee  or the
authority  of any  Committee  with  respect to any  matter or class of  matters;
provided, that no such action shall impair the rights of any third parties.

     SECTION  4.4.  Minutes;  Review by  Trustees.  Any  Committee  to which the
Trustees  delegate  any of their  powers or duties  shall  keep  records  of its
meetings and shall report its actions to the Trustees.


                                    ARTICLE V

                                      SEAL

     The Trustees may adopt a seal, circular in form and bearing the name of the
Trust and the words "TRUST," "1986" and  "MASSACHUSETTS,"  which,  when adopted,
shall  constitute the seal of the Trust. The seal may be used by causing it or a
facsimile of it to be impressed, affixed, manually reproduced, or rubber stamped
with indelible ink. Unless  otherwise  required by the Trustees,  the seal shall
not be necessary to be placed on, and its absence  shall not impair the validity
of, any  document,  instrument  or other paper  executed and  delivered by or on
behalf of the Trust.


                                   ARTICLE VI

                                     SHARES

     SECTION  6.1.  Issuance of Shares.  The Trustees may issue Shares of any or
all  Series  either  in  certificated  or  uncertificated  form,  they may issue
certificates to the holders of Shares of a Series which was originally issued in
uncertificated   form,  and  if  they  have  issued  Shares  of  any  Series  in
certificated  form,  they  may at any time  discontinue  the  issuance  of Share
certificates for such Series and may, by written notice to such  Shareholders of
such Series require the surrender of their Share  certificates  to the Trust for
cancellation, which surrender and cancellation shall not affect the ownership of
Shares for such Series.

     SECTION 6.2.  Uncertificated Shares. For any Series of Shares for which the
Trustees issue Shares without certificates,  the Trust or the Transfer Agent may
either issue receipts  therefor or may keep accounts upon the books of the Trust
for the record holders of such


                                       8
<PAGE>

Shares,  who shall in either case be deemed, for all purposes  hereunder,  to be
the holders of such Shares as if they had  received  certificates  therefor  and
shall be held to have  expressly  assented and agreed to the terms hereof and of
the Declaration.

     SECTION  6.3.  Share  Certificates.  For any Series of Shares for which the
Trustees shall issue Share  certificates,  each Shareholder of such Series shall
be entitled to a  certificate  stating the number of Shares owned by him in such
form as shall be prescribed from time to time by the Trustees.  Such certificate
shall be signed by the Chairman or a Vice  Chairman,  or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant  Secretary of the Trust.  Such  signatures  may be  facsimiles  if the
certificate is countersigned by a Transfer Agent, or by a Registrar,  other than
a Trustee,  officer or employee of the Trust. In case any officer who has signed
or whose facsimile  signature has been placed on such certificate shall cease to
be such officer before such certificate is issued, it may be issued by the Trust
with the same effect as if he were such officer at the time of its issue.

     SECTION 6.4. Lost,  Stolen,  etc.,  Certificates.  If any  certificate  for
certificated Shares shall be lost, stolen,  destroyed or mutilated, the Trustees
may  authorize the issuance of a new  certificate  of the same tenor and for the
same number of Shares in lieu thereof.  The Trustees shall require the surrender
of any mutiliated  certificate in respect of which a new  certificate is issued,
and may, in their discretion, before the issuance of a new certificate,  require
the owner of a lost,  stolen or  destroyed  certificate,  or the  owner's  legal
representative,  to make an affidavit or affirmation setting forth such facts as
to the loss, theft or destruction as they deem necessary,  and to give the Trust
a bond in such reasonable sum as the Trustees direct,  in order to indemnify the
Trust.

     SECTION 6.5. Record Transfer of Pledged Shares. A pledgee of Shares pledged
as collateral  security  shall be entitled to a new  certificate  in his name as
pledgee,  in the case of certificated  Shares, or to be registered as the holder
in pledge of such Shares in the case of uncertificated  Shares;  provided,  that
the  instrument  of  pledge  substantially  describes  the debt or duty  that is
intended to be secured  thereby.  Any such new certificate  shall express on its
face that it is held as collateral  security,  and the name of the pledgor shall
be stated thereon,  and any such registration of uncertificated  Shares shall be
in a form which  indicates  that the  registered  holder  holds  such  Shares in
pledge.  After such issue or  registration,  and unless and until such pledge is
released, such pledgee and his successors and assigns shall alone be entitled to
the rights of a Shareholder, and entitled to vote such Shares.


                                   ARTICLE VII

                                    CUSTODIAN

     The  Trust  shall at all  times  employ a bank or  trust  company  having a
capital,  surplus  and  undivided  profits  of  at  least  Two  Million  Dollars
($2,000,000) as Custodian of the


                                       9
<PAGE>


capital assets of the Trust. The Custodian shall be compensated for its services
by the Trust upon such basis as shall be agreed  upon from time to time  between
the Trust and the Custodian.


                                  ARTICLE VIII

                                   AMENDMENTS

     SECTION  8.1.  Bylaws  Subject to  Amendment.  These Bylaws may be altered,
amended or repealed,  in whole or in part, at any time by vote of the holders of
a majority  of the Shares (or  whenever  there  shall be more than one Series of
Shares,  of the  holders of a majority  of the  Shares of each  Series)  issued,
outstanding  and entitled to vote.  The  Trustees,  by vote of a Majority of the
Trustees,  may  alter,  amend  or  repeal  these  Bylaws,  in  whole or in part,
including  Bylaws  adopted  by the  Shareholders,  except  with  respect  to any
provision  hereof which by law, the  Declaration or these Bylaws requires action
by the Shareholders.  Bylaws adopted by the Trustees may be altered,  amended or
repealed by the Shareholders.

     SECTION 8.2.  Notice of Proposal to Amend Bylaws  Required.  No proposal to
amend or repeal  these  Bylaws or to adopt new  Bylaws  shall be acted upon at a
meeting unless either (i) such proposal is stated in the notice or in the waiver
of notice, as the case may be, of the meeting of the Trustees or Shareholders at
which such action is taken, or (ii) all of the Trustees or Shareholders,  as the
case may be, are present at such meeting and all agree to consider such proposal
without protesting the lack of notice.

                                      * * *




                                       10



                                                                    EXHIBIT 2(b)

                        FIRST AMENDMENT TO THE BYLAWS OF
                              JANUS INVESTMENT FUND

Pursuant  to the  authority  granted by Section 3.1 of Janus  Investment  Fund's
Agreement  and  Declaration  of Trust (the  "Declaration")  made the 11th day of
February  1986,  as amended,  and by the  affirmative  vote of a majority of the
Trustees at a meeting  duly called and held on December 8, 1995,  the Bylaws are
amended as follows:

Sections  3.9 and 3.10 are  amended and  restated  in their  entirety to read as
follows:

     SECTION 3.9. Chief Financial  Officer.  The Chief Financial  Officer of the
Trust  shall  have  general  charge  of the  finances  of the  Trust.  The Chief
Financial Officer shall make annual reports regarding the business and financial
condition of the Trust as soon as possible after the close of the Trust's fiscal
year and shall furnish such other reports  concerning the business and financial
condition of the Trust as the Trustees may from time to time require.  The Chief
Financial  Officer  shall  perform  all acts  incidental  to the office of Chief
Financial Officer, subject to the supervision of the Trustees, and shall perform
such  additional  duties as the  Trustees or the  Chairman may from time to time
designate.  The Chief Financial Officer shall be responsible to and shall report
to the Trustees.  In the absence of the Chief Financial  Officer,  the Treasurer
may perform all duties of the Chief Financial Officer.

     SECTION 3.10 Treasurer and Assistant Treasurers. The Treasurer shall be the
chief  accounting  officer of the Trust,  and shall have  general  charge of the
Trust's books of account,  accounting  records and  accounting  procedures.  The
Treasurer shall deliver all funds and securities of the Trust to such company as
the Trustees shall retain as custodian in accordance with the Declaration, these
Bylaws,  and  applicable  law.  The  Treasurer  shall have such other duties and
powers  as may be  prescribed  from  time to time by the  Trustees  or the Chief
Financial Officer,  and shall render to the Trustees,  whenever they may require
it, an account of all his  transactions  as Treasurer.  The  Treasurer  shall be
responsible to and shall report to the Trustees,  but in the ordinary conduct of
the Trust's  business,  shall be under the  supervision  of the Chief  Financial
Officer of the Trust.

Any Assistant Treasurer shall have such duties and powers as shall be prescribed
from time to time by the Trustees or the Treasurer,  and shall be responsible to
and shall  report to the  Treasurer,  and in the absence of the  Treasurer,  may
perform all duties of the Treasurer.





                                                                    EXHIBIT 8(j)

                         AMENDMENT TO CUSTODIAN CONTRACT

     Agreement  made by and between  State  Street Bank and Trust  Company  (the
"Custodian") and Janus Investment Fund (the "Fund").

     WHEREAS,  the Custodian  and the Fund are parties to a custodian  contract,
dated  July 31,  1986 as  amended  January  7,  1987 and  April  25,  1990  (the
"Custodian  Contract"),  governing  the terms  and  conditions  under  which the
Custodian maintains custody of the securities and other assets of the Fund; and

     WHEREAS,  the  Custodian  and the  Fund  desire  to  amend  the  terms  and
conditions under which the Custodian  maintains the Fund's  securities and other
non-cash property in the custody of certain foreign sub-custodians in conformity
with the requirements of Rule 17f-5 under the Investment Company Act of 1940, as
amended;

     NOW THEREFORE,  in  consideration  of the premises and covenants  contained
herein,  the Custodian  and the Fund hereby amend the Custodian  Contract by the
addition of the following terms and provisions:

     1.  Notwithstanding  any  provisions  to  the  contrary  set  forth  in the
Custodian  Contract,  the  Custodian  may hold  securities  and  other  non-cash
property  for  all  of  its  customers,  including  the  Fund,  with  a  foreign
sub-custodian  in a  single  account  that is  identified  as  belonging  to the
Custodian  for the  benefit of its  customers,  provided  however,  that (i) the
records of the Custodian with respect to securities and other non-cash  property
of the Fund which are  maintained in such account  shall  identify by book-entry
those securities and other non-cash property  belonging to the Fund and (ii) the
Custodian shall require that  securities and other non-cash  property so held by
the  foreign  sub-custodian  be held  separately  from any assets of the foreign
sub-custodian or of others.

     2. Except as  specifically  superseded  or modified  herein,  the terms and
provisions of the Custodian Contract shall continue to apply with full force and
effect.

     IN WITNESS  WHEREOF,  each of the parties has caused this  instrument to be
executed as a sealed  instrument  in its name and behalf by its duly  authorized
representative this 11th day of October, 1995.

                                             JANUS INVESTMENT FUND

                                             By: /s/ Steven R. Goodbarn
                                             Name: Steven R. Goodbarn
                                             Title: Chief Financial Officer

                                             STATE STREET BANK AND TRUST COMPANY

                                             By: /s/ Ronald E. Logue
                                             Name: Ronald E. Logue
                                             Title: Executive Vice President





                                                                      EXHIBIT 11


                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby  consent to the  incorporation  by  reference  in the  Prospectus  and
Statement of Additional  Information  constituting parts of this  Post-Effective
Amendment No. 71 to the registration  statement on Form N-1A (the  "Registration
Statement")  of our reports dated  November 30, 1995,  relating to the financial
statements  and  financial  highlights  appearing in the October 31, 1995 Annual
Reports to Shareholders of Janus Investment Fund, which are also incorporated by
reference into the Registration  Statement. We also consent to the references to
us under the heading  "Financial  Highlights"  in the  Prospectus  and under the
heading "Independent Accountants" in the Statement of Additional Information.

/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP

Denver, Colorado
December 18, 1995




<TABLE> <S> <C>

<ARTICLE>  6 
<LEGEND>  
This schedule  contains summary financial  information  extracted from financial
statements  dated  October 31, 1995  included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                                                      001
<NAME>                               JANUS FUND
<MULTIPLIER>                                                1,000
<CURRENCY>                           U.S. DOLLARS
       
<S>                                               <C>
<PERIOD-TYPE>                        YEAR
<FISCAL-YEAR-END>                    OCT-31-1995
<PERIOD-START>                       NOV-01-1994
<PERIOD-END>                         OCT-31-1995
<EXCHANGE-RATE>                                             1.000
<INVESTMENTS-AT-COST>                                   9,901,237
<INVESTMENTS-AT-VALUE>                                 12,144,698
<RECEIVABLES>                                             247,258
<ASSETS-OTHER>                                              2,557
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                         12,394,513
<PAYABLE-FOR-SECURITIES>                                  374,148
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                  57,395
<TOTAL-LIABILITIES>                                       431,543
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                9,085,739
<SHARES-COMMON-STOCK>                                     511,868
<SHARES-COMMON-PRIOR>                                     491,627
<ACCUMULATED-NII-CURRENT>                                  66,492
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                   606,668
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                2,204,071
<NET-ASSETS>                                           11,962,970
<DIVIDEND-INCOME>                                         118,448
<INTEREST-INCOME>                                         104,338
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                            (90,607)
<NET-INVESTMENT-INCOME>                                   132,179
<REALIZED-GAINS-CURRENT>                                  539,152
<APPREC-INCREASE-CURRENT>                               1,433,338
<NET-CHANGE-FROM-OPS>                                   2,104,669
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                  (4,024)
<DISTRIBUTIONS-OF-GAINS>                                 (190,268)
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                 2,147,778
<NUMBER-OF-SHARES-REDEEMED>                            (1,928,817)
<SHARES-REINVESTED>                                       186,387
<NET-CHANGE-IN-ASSETS>                                  2,315,725
<ACCUMULATED-NII-PRIOR>                                    (8,497)
<ACCUMULATED-GAINS-PRIOR>                                 196,098
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                      69,102
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                            91,539
<AVERAGE-NET-ASSETS>                                   10,559,806
<PER-SHARE-NAV-BEGIN>                                      19.620
<PER-SHARE-NII>                                             0.160
<PER-SHARE-GAIN-APPREC>                                     3.990
<PER-SHARE-DIVIDEND>                                       (0.010)
<PER-SHARE-DISTRIBUTIONS>                                   0.000
<RETURNS-OF-CAPITAL>                                       (0.390)
<PER-SHARE-NAV-END>                                        23.370
<EXPENSE-RATIO>                                             0.870
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                        0.000
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>  6 
<LEGEND>  
This schedule  contains summary financial  information  extracted from financial
statements  dated  October 31, 1995  included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                                                     002
<NAME>                                  JANUS TWENTY FUND
<MULTIPLIER>                                               1,000
<CURRENCY>                              U.S. DOLLARS
       
<S>                                                <C>
<PERIOD-TYPE>                           YEAR
<FISCAL-YEAR-END>                       OCT-31-1995
<PERIOD-START>                          NOV-01-1994
<PERIOD-END>                            OCT-31-1995
<EXCHANGE-RATE>                                            1.000
<INVESTMENTS-AT-COST>                                  2,518,301
<INVESTMENTS-AT-VALUE>                                 2,975,194
<RECEIVABLES>                                             81,336
<ASSETS-OTHER>                                             1,544
<OTHER-ITEMS-ASSETS>                                          50
<TOTAL-ASSETS>                                         3,058,124
<PAYABLE-FOR-SECURITIES>                                  50,512
<SENIOR-LONG-TERM-DEBT>                                        0
<OTHER-ITEMS-LIABILITIES>                                 11,861
<TOTAL-LIABILITIES>                                       62,373
<SENIOR-EQUITY>                                                0
<PAID-IN-CAPITAL-COMMON>                               2,015,292
<SHARES-COMMON-STOCK>                                     99,445
<SHARES-COMMON-PRIOR>                                    113,164
<ACCUMULATED-NII-CURRENT>                                      0
<OVERDISTRIBUTION-NII>                                         0
<ACCUMULATED-NET-GAINS>                                  530,087
<OVERDISTRIBUTION-GAINS>                                       0
<ACCUM-APPREC-OR-DEPREC>                                 450,372
<NET-ASSETS>                                           2,995,751
<DIVIDEND-INCOME>                                         31,433
<INTEREST-INCOME>                                         12,385
<OTHER-INCOME>                                                 0
<EXPENSES-NET>                                            26,913
<NET-INVESTMENT-INCOME>                                   16,905
<REALIZED-GAINS-CURRENT>                                 533,237
<APPREC-INCREASE-CURRENT>                                 47,686
<NET-CHANGE-FROM-OPS>                                    597,828
<EQUALIZATION>                                                 0
<DISTRIBUTIONS-OF-INCOME>                                 (7,400)
<DISTRIBUTIONS-OF-GAINS>                                       0
<DISTRIBUTIONS-OTHER>                                          0
<NUMBER-OF-SHARES-SOLD>                                  387,080
<NUMBER-OF-SHARES-REDEEMED>                             (731,771)
<SHARES-REINVESTED>                                        7,202
<NET-CHANGE-IN-ASSETS>                                   252,939
<ACCUMULATED-NII-PRIOR>                                    6,472
<ACCUMULATED-GAINS-PRIOR>                                (19,118)
<OVERDISTRIB-NII-PRIOR>                                        0
<OVERDIST-NET-GAINS-PRIOR>                                     0
<GROSS-ADVISORY-FEES>                                     18,128
<INTEREST-EXPENSE>                                             0
<GROSS-EXPENSE>                                           27,262
<AVERAGE-NET-ASSETS>                                   2,716,278
<PER-SHARE-NAV-BEGIN>                                     24.240
<PER-SHARE-NII>                                            0.010
<PER-SHARE-GAIN-APPREC>                                    5.940
<PER-SHARE-DIVIDEND>                                      (0.070)
<PER-SHARE-DISTRIBUTIONS>                                  0.000
<RETURNS-OF-CAPITAL>                                       0.000
<PER-SHARE-NAV-END>                                       30.120
<EXPENSE-RATIO>                                            1.000
<AVG-DEBT-OUTSTANDING>                                         0
<AVG-DEBT-PER-SHARE>                                       0.000
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>  6 
<LEGEND>  
This schedule  contains summary financial  information  extracted from financial
statements  dated  October 31, 1995  included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                                                           006
<NAME>                                 JANUS GROWTH AND INCOME FUND
<MULTIPLIER>                                                     1,000
<CURRENCY>                             U.S. DOLLARS
       
<S>                                                  <C>
<PERIOD-TYPE>                          YEAR
<FISCAL-YEAR-END>                      OCT-31-1995
<PERIOD-START>                         NOV-01-1994
<PERIOD-END>                           OCT-31-1995
<EXCHANGE-RATE>                                                  1.000
<INVESTMENTS-AT-COST>                                          499,804
<INVESTMENTS-AT-VALUE>                                         581,566
<RECEIVABLES>                                                   44,505
<ASSETS-OTHER>                                                     648
<OTHER-ITEMS-ASSETS>                                                 0
<TOTAL-ASSETS>                                                 626,719
<PAYABLE-FOR-SECURITIES>                                        41,928
<SENIOR-LONG-TERM-DEBT>                                              0
<OTHER-ITEMS-LIABILITIES>                                        1,828
<TOTAL-LIABILITIES>                                             43,756
<SENIOR-EQUITY>                                                      0
<PAID-IN-CAPITAL-COMMON>                                       428,405
<SHARES-COMMON-STOCK>                                           32,158
<SHARES-COMMON-PRIOR>                                           33,362
<ACCUMULATED-NII-CURRENT>                                          607
<OVERDISTRIBUTION-NII>                                               0
<ACCUMULATED-NET-GAINS>                                         72,981
<OVERDISTRIBUTION-GAINS>                                             0
<ACCUM-APPREC-OR-DEPREC>                                        80,970
<NET-ASSETS>                                                   582,963
<DIVIDEND-INCOME>                                                7,182
<INTEREST-INCOME>                                                4,158
<OTHER-INCOME>                                                       0
<EXPENSES-NET>                                                  (5,807)
<NET-INVESTMENT-INCOME>                                          5,533
<REALIZED-GAINS-CURRENT>                                        84,111
<APPREC-INCREASE-CURRENT>                                       20,058
<NET-CHANGE-FROM-OPS>                                          109,702
<EQUALIZATION>                                                       0
<DISTRIBUTIONS-OF-INCOME>                                       (3,346)
<DISTRIBUTIONS-OF-GAINS>                                             0
<DISTRIBUTIONS-OTHER>                                                0
<NUMBER-OF-SHARES-SOLD>                                        113,855
<NUMBER-OF-SHARES-REDEEMED>                                   (130,404)
<SHARES-REINVESTED>                                              3,214
<NET-CHANGE-IN-ASSETS>                                          93,021
<ACCUMULATED-NII-PRIOR>                                            406
<ACCUMULATED-GAINS-PRIOR>                                      (13,116)
<OVERDISTRIB-NII-PRIOR>                                              0
<OVERDIST-NET-GAINS-PRIOR>                                           0
<GROSS-ADVISORY-FEES>                                            3,704
<INTEREST-EXPENSE>                                                   0
<GROSS-EXPENSE>                                                  5,911
<AVERAGE-NET-ASSETS>                                           498,442
<PER-SHARE-NAV-BEGIN>                                           14.690
<PER-SHARE-NII>                                                  0.110
<PER-SHARE-GAIN-APPREC>                                          3.430
<PER-SHARE-DIVIDEND>                                            (0.100)
<PER-SHARE-DISTRIBUTIONS>                                        0.000
<RETURNS-OF-CAPITAL>                                             0.000
<PER-SHARE-NAV-END>                                             18.130
<EXPENSE-RATIO>                                                  1.190
<AVG-DEBT-OUTSTANDING>                                               0
<AVG-DEBT-PER-SHARE>                                             0.000
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                      6
<LEGEND>
This schedule  contains summary financial  information  extracted from financial
statements  dated  October 31, 1995  included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                                                     007
<NAME>                                  JANUS BALANCED FUND
<MULTIPLIER>                                               1,000
<CURRENCY>                              U.S. DOLLARS
       
<S>                                                <C>
<PERIOD-TYPE>                           YEAR
<FISCAL-YEAR-END>                       OCT-31-1995
<PERIOD-START>                          NOV-01-1994
<PERIOD-END>                            OCT-31-1995
<EXCHANGE-RATE>                                            1.000
<INVESTMENTS-AT-COST>                                    111,344
<INVESTMENTS-AT-VALUE>                                   121,102
<RECEIVABLES>                                              7,883
<ASSETS-OTHER>                                               122
<OTHER-ITEMS-ASSETS>                                           1
<TOTAL-ASSETS>                                           129,108
<PAYABLE-FOR-SECURITIES>                                   4,059
<SENIOR-LONG-TERM-DEBT>                                        0
<OTHER-ITEMS-LIABILITIES>                                    504
<TOTAL-LIABILITIES>                                        4,563
<SENIOR-EQUITY>                                                0
<PAID-IN-CAPITAL-COMMON>                                 106,754
<SHARES-COMMON-STOCK>                                      9,076
<SHARES-COMMON-PRIOR>                                      7,686
<ACCUMULATED-NII-CURRENT>                                    356
<OVERDISTRIBUTION-NII>                                         0
<ACCUMULATED-NET-GAINS>                                    7,935
<OVERDISTRIBUTION-GAINS>                                       0
<ACCUM-APPREC-OR-DEPREC>                                   9,500
<NET-ASSETS>                                             124,545
<DIVIDEND-INCOME>                                          1,322
<INTEREST-INCOME>                                          2,803
<OTHER-INCOME>                                                 0
<EXPENSES-NET>                                             1,417
<NET-INVESTMENT-INCOME>                                    2,708
<REALIZED-GAINS-CURRENT>                                   7,481
<APPREC-INCREASE-CURRENT>                                  8,194
<NET-CHANGE-FROM-OPS>                                     18,383
<EQUALIZATION>                                                 0
<DISTRIBUTIONS-OF-INCOME>                                 (4,692)
<DISTRIBUTIONS-OF-GAINS>                                       0
<DISTRIBUTIONS-OTHER>                                          0
<NUMBER-OF-SHARES-SOLD>                                   44,222
<NUMBER-OF-SHARES-REDEEMED>                              (31,378)
<SHARES-REINVESTED>                                        4,464
<NET-CHANGE-IN-ASSETS>                                    30,999
<ACCUMULATED-NII-PRIOR>                                       83
<ACCUMULATED-GAINS-PRIOR>                                  2,711
<OVERDISTRIB-NII-PRIOR>                                        0
<OVERDIST-NET-GAINS-PRIOR>                                     0
<GROSS-ADVISORY-FEES>                                        879
<INTEREST-EXPENSE>                                             0
<GROSS-EXPENSE>                                            1,443
<AVERAGE-NET-ASSETS>                                     107,259
<PER-SHARE-NAV-BEGIN>                                     12.170
<PER-SHARE-NII>                                            0.610
<PER-SHARE-GAIN-APPREC>                                    1.520
<PER-SHARE-DIVIDEND>                                      (0.580)
<PER-SHARE-DISTRIBUTIONS>                                  0.000
<RETURNS-OF-CAPITAL>                                       0.000
<PER-SHARE-NAV-END>                                       13.720
<EXPENSE-RATIO>                                            1.350
<AVG-DEBT-OUTSTANDING>                                         0
<AVG-DEBT-PER-SHARE>                                       0.000
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                          6
<LEGEND>
This schedule  contains summary financial  information  extracted from financial
statements  dated  October 31, 1995  included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                                                         009
<NAME>                           JANUS INTERMEDIATE GOVERNMENT SECURITIES FUND
<MULTIPLIER>                                                   1,000
<CURRENCY>                               U.S. DOLLARS
       
<S>                                                  <C>
<PERIOD-TYPE>                            YEAR
<FISCAL-YEAR-END>                        OCT-31-1995
<PERIOD-START>                           NOV-01-1994
<PERIOD-END>                             OCT-31-1995
<EXCHANGE-RATE>                                                1.000
<INVESTMENTS-AT-COST>                                         37,002
<INVESTMENTS-AT-VALUE>                                        37,647
<RECEIVABLES>                                                    463
<ASSETS-OTHER>                                                     5
<OTHER-ITEMS-ASSETS>                                               0
<TOTAL-ASSETS>                                                38,115
<PAYABLE-FOR-SECURITIES>                                           0
<SENIOR-LONG-TERM-DEBT>                                            0
<OTHER-ITEMS-LIABILITIES>                                         84
<TOTAL-LIABILITIES>                                               84
<SENIOR-EQUITY>                                                    0
<PAID-IN-CAPITAL-COMMON>                                      41,400
<SHARES-COMMON-STOCK>                                          7,635
<SHARES-COMMON-PRIOR>                                          7,633
<ACCUMULATED-NII-CURRENT>                                          3
<OVERDISTRIBUTION-NII>                                             0
<ACCUMULATED-NET-GAINS>                                       (4,017)
<OVERDISTRIBUTION-GAINS>                                           0
<ACCUM-APPREC-OR-DEPREC>                                         645
<NET-ASSETS>                                                  38,031
<DIVIDEND-INCOME>                                                  0
<INTEREST-INCOME>                                              2,479
<OTHER-INCOME>                                                     0
<EXPENSES-NET>                                                  (234)
<NET-INVESTMENT-INCOME>                                        2,245
<REALIZED-GAINS-CURRENT>                                        (118)
<APPREC-INCREASE-CURRENT>                                      1,347
<NET-CHANGE-FROM-OPS>                                          3,474
<EQUALIZATION>                                                     0
<DISTRIBUTIONS-OF-INCOME>                                     (2,245)
<DISTRIBUTIONS-OF-GAINS>                                           0
<DISTRIBUTIONS-OTHER>                                              0
<NUMBER-OF-SHARES-SOLD>                                       15,220
<NUMBER-OF-SHARES-REDEEMED>                                  (17,150)
<SHARES-REINVESTED>                                            2,015
<NET-CHANGE-IN-ASSETS>                                         1,314
<ACCUMULATED-NII-PRIOR>                                            3
<ACCUMULATED-GAINS-PRIOR>                                     (3,900)
<OVERDISTRIB-NII-PRIOR>                                            0
<OVERDIST-NET-GAINS-PRIOR>                                         0
<GROSS-ADVISORY-FEES>                                            180
<INTEREST-EXPENSE>                                                 0
<GROSS-EXPENSE>                                                  440
<AVERAGE-NET-ASSETS>                                          35,962
<PER-SHARE-NAV-BEGIN>                                          4.810
<PER-SHARE-NII>                                                0.300
<PER-SHARE-GAIN-APPREC>                                        0.170
<PER-SHARE-DIVIDEND>                                          (0.300)
<PER-SHARE-DISTRIBUTIONS>                                      0.000
<RETURNS-OF-CAPITAL>                                           0.000
<PER-SHARE-NAV-END>                                            4.980
<EXPENSE-RATIO>                                                0.650
<AVG-DEBT-OUTSTANDING>                                             0
<AVG-DEBT-PER-SHARE>                                           0.000
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                      6
<LEGEND>
This schedule  contains summary financial  information  extracted from financial
statements  dated  October 31, 1995  included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                                                     010
<NAME>                                  JANUS SHORT-TERM BOND FUND
<MULTIPLIER>                                               1,000
<CURRENCY>                              U.S. DOLLARS
       
<S>                                                <C>
<PERIOD-TYPE>                           YEAR
<FISCAL-YEAR-END>                       OCT-31-1995
<PERIOD-START>                          NOV-01-1994
<PERIOD-END>                            OCT-31-1995
<EXCHANGE-RATE>                                            1.000
<INVESTMENTS-AT-COST>                                     47,204
<INVESTMENTS-AT-VALUE>                                    47,366
<RECEIVABLES>                                                803
<ASSETS-OTHER>                                                 2
<OTHER-ITEMS-ASSETS>                                          83
<TOTAL-ASSETS>                                            48,254
<PAYABLE-FOR-SECURITIES>                                       0
<SENIOR-LONG-TERM-DEBT>                                        0
<OTHER-ITEMS-LIABILITIES>                                    137
<TOTAL-LIABILITIES>                                          137
<SENIOR-EQUITY>                                                0
<PAID-IN-CAPITAL-COMMON>                                  51,328
<SHARES-COMMON-STOCK>                                     16,925
<SHARES-COMMON-PRIOR>                                     18,887
<ACCUMULATED-NII-CURRENT>                                      1
<OVERDISTRIBUTION-NII>                                         0
<ACCUMULATED-NET-GAINS>                                   (3,374)
<OVERDISTRIBUTION-GAINS>                                       0
<ACCUM-APPREC-OR-DEPREC>                                     162
<NET-ASSETS>                                              48,117
<DIVIDEND-INCOME>                                             80
<INTEREST-INCOME>                                          3,386
<OTHER-INCOME>                                                 0
<EXPENSES-NET>                                               308
<NET-INVESTMENT-INCOME>                                    3,158
<REALIZED-GAINS-CURRENT>                                  (1,863)
<APPREC-INCREASE-CURRENT>                                  1,234
<NET-CHANGE-FROM-OPS>                                      2,529
<EQUALIZATION>                                                 0
<DISTRIBUTIONS-OF-INCOME>                                 (3,062)
<DISTRIBUTIONS-OF-GAINS>                                       0
<DISTRIBUTIONS-OTHER>                                          0
<NUMBER-OF-SHARES-SOLD>                                   32,690
<NUMBER-OF-SHARES-REDEEMED>                              (40,989)
<SHARES-REINVESTED>                                        2,664
<NET-CHANGE-IN-ASSETS>                                    (6,168)
<ACCUMULATED-NII-PRIOR>                                       26
<ACCUMULATED-GAINS-PRIOR>                                 (1,633)
<OVERDISTRIB-NII-PRIOR>                                        0
<OVERDIST-NET-GAINS-PRIOR>                                     0
<GROSS-ADVISORY-FEES>                                        308
<INTEREST-EXPENSE>                                             0
<GROSS-EXPENSE>                                              583
<AVERAGE-NET-ASSETS>                                      47,383
<PER-SHARE-NAV-BEGIN>                                      2.870
<PER-SHARE-NII>                                            0.180
<PER-SHARE-GAIN-APPREC>                                   (0.030)
<PER-SHARE-DIVIDEND>                                      (0.180)
<PER-SHARE-DISTRIBUTIONS>                                  0.000
<RETURNS-OF-CAPITAL>                                       0.000
<PER-SHARE-NAV-END>                                        2.840
<EXPENSE-RATIO>                                            0.660
<AVG-DEBT-OUTSTANDING>                                         0
<AVG-DEBT-PER-SHARE>                                       0.000
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                      6
<LEGEND>
This schedule  contains summary financial  information  extracted from financial
statements  dated  October 31, 1995  included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                                                     011
<NAME>                                  JANUS MERCURY FUND
<MULTIPLIER>                                               1,000
<CURRENCY>                              U.S. DOLLARS
       
<S>                                                <C>
<PERIOD-TYPE>                           YEAR
<FISCAL-YEAR-END>                       OCT-31-1995
<PERIOD-START>                          NOV-01-1994
<PERIOD-END>                            OCT-31-1995
<EXCHANGE-RATE>                                            1.000
<INVESTMENTS-AT-COST>                                  1,345,948
<INVESTMENTS-AT-VALUE>                                 1,488,071
<RECEIVABLES>                                             64,848
<ASSETS-OTHER>                                               656
<OTHER-ITEMS-ASSETS>                                           5
<TOTAL-ASSETS>                                         1,553,580
<PAYABLE-FOR-SECURITIES>                                  17,520
<SENIOR-LONG-TERM-DEBT>                                        0
<OTHER-ITEMS-LIABILITIES>                                 15,292
<TOTAL-LIABILITIES>                                       32,812
<SENIOR-EQUITY>                                                0
<PAID-IN-CAPITAL-COMMON>                               1,199,506
<SHARES-COMMON-STOCK>                                     87,495
<SHARES-COMMON-PRIOR>                                     42,238
<ACCUMULATED-NII-CURRENT>                                      0
<OVERDISTRIBUTION-NII>                                         0
<ACCUMULATED-NET-GAINS>                                  184,857
<OVERDISTRIBUTION-GAINS>                                       0
<ACCUM-APPREC-OR-DEPREC>                                 136,405
<NET-ASSETS>                                           1,520,768
<DIVIDEND-INCOME>                                          8,415
<INTEREST-INCOME>                                          9,678
<OTHER-INCOME>                                                 0
<EXPENSES-NET>                                            12,541
<NET-INVESTMENT-INCOME>                                    5,552
<REALIZED-GAINS-CURRENT>                                 178,502
<APPREC-INCREASE-CURRENT>                                 83,666
<NET-CHANGE-FROM-OPS>                                    267,720
<EQUALIZATION>                                                 0
<DISTRIBUTIONS-OF-INCOME>                                 (8,192)
<DISTRIBUTIONS-OF-GAINS>                                  (5,231)
<DISTRIBUTIONS-OTHER>                                          0
<NUMBER-OF-SHARES-SOLD>                                1,329,738
<NUMBER-OF-SHARES-REDEEMED>                             (672,396)
<SHARES-REINVESTED>                                       12,799
<NET-CHANGE-IN-ASSETS>                                   924,438
<ACCUMULATED-NII-PRIOR>                                        0
<ACCUMULATED-GAINS-PRIOR>                                 14,225
<OVERDISTRIB-NII-PRIOR>                                        0
<OVERDIST-NET-GAINS-PRIOR>                                     0
<GROSS-ADVISORY-FEES>                                      7,720
<INTEREST-EXPENSE>                                             0
<GROSS-EXPENSE>                                           12,696
<AVERAGE-NET-ASSETS>                                   1,116,377
<PER-SHARE-NAV-BEGIN>                                     14.120
<PER-SHARE-NII>                                            0.160
<PER-SHARE-GAIN-APPREC>                                    3.370
<PER-SHARE-DIVIDEND>                                      (0.160)
<PER-SHARE-DISTRIBUTIONS>                                 (0.110)
<RETURNS-OF-CAPITAL>                                       0.000
<PER-SHARE-NAV-END>                                       17.380
<EXPENSE-RATIO>                                            1.140
<AVG-DEBT-OUTSTANDING>                                         0
<AVG-DEBT-PER-SHARE>                                       0.000
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                      6
<LEGEND>
This schedule  contains summary financial  information  extracted from financial
statements  dated  October 31, 1995  included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                                                     012
<NAME>                                  JANUS FEDERAL TAX-EXEMPT FUND
<MULTIPLIER>                                               1,000
<CURRENCY>                              U.S. DOLLARS
       
<S>                                                <C>
<PERIOD-TYPE>                           YEAR
<FISCAL-YEAR-END>                       OCT-31-1995
<PERIOD-START>                          NOV-01-1994
<PERIOD-END>                            OCT-31-1995
<EXCHANGE-RATE>                                            1.000
<INVESTMENTS-AT-COST>                                     36,564
<INVESTMENTS-AT-VALUE>                                    37,131
<RECEIVABLES>                                              1,573
<ASSETS-OTHER>                                             1,571
<OTHER-ITEMS-ASSETS>                                           0
<TOTAL-ASSETS>                                            40,275
<PAYABLE-FOR-SECURITIES>                                   7,411
<SENIOR-LONG-TERM-DEBT>                                        0
<OTHER-ITEMS-LIABILITIES>                                    271
<TOTAL-LIABILITIES>                                        7,682
<SENIOR-EQUITY>                                                0
<PAID-IN-CAPITAL-COMMON>                                  33,935
<SHARES-COMMON-STOCK>                                      4,737
<SHARES-COMMON-PRIOR>                                      4,104
<ACCUMULATED-NII-CURRENT>                                      0
<OVERDISTRIBUTION-NII>                                         0
<ACCUMULATED-NET-GAINS>                                   (1,909)
<OVERDISTRIBUTION-GAINS>                                       0
<ACCUM-APPREC-OR-DEPREC>                                     567
<NET-ASSETS>                                              32,593
<DIVIDEND-INCOME>                                              0
<INTEREST-INCOME>                                          1,782
<OTHER-INCOME>                                                 0
<EXPENSES-NET>                                               191
<NET-INVESTMENT-INCOME>                                    1,591
<REALIZED-GAINS-CURRENT>                                    (317)
<APPREC-INCREASE-CURRENT>                                  2,038
<NET-CHANGE-FROM-OPS>                                      3,312
<EQUALIZATION>                                                 0
<DISTRIBUTIONS-OF-INCOME>                                 (1,591)
<DISTRIBUTIONS-OF-GAINS>                                       0
<DISTRIBUTIONS-OTHER>                                          0
<NUMBER-OF-SHARES-SOLD>                                   26,365
<NUMBER-OF-SHARES-REDEEMED>                              (23,241)
<SHARES-REINVESTED>                                        1,284
<NET-CHANGE-IN-ASSETS>                                     6,129
<ACCUMULATED-NII-PRIOR>                                        0
<ACCUMULATED-GAINS-PRIOR>                                 (1,596)
<OVERDISTRIB-NII-PRIOR>                                        0
<OVERDIST-NET-GAINS-PRIOR>                                     0
<GROSS-ADVISORY-FEES>                                        176
<INTEREST-EXPENSE>                                             0
<GROSS-EXPENSE>                                              385
<AVERAGE-NET-ASSETS>                                      29,318
<PER-SHARE-NAV-BEGIN>                                      6.450
<PER-SHARE-NII>                                            0.360
<PER-SHARE-GAIN-APPREC>                                    0.430
<PER-SHARE-DIVIDEND>                                      (0.360)
<PER-SHARE-DISTRIBUTIONS>                                  0.000
<RETURNS-OF-CAPITAL>                                       0.000
<PER-SHARE-NAV-END>                                        6.880
<EXPENSE-RATIO>                                            0.700
<AVG-DEBT-OUTSTANDING>                                         0
<AVG-DEBT-PER-SHARE>                                       0.000
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                      6
<LEGEND>
This schedule  contains summary financial  information  extracted from financial
statements  dated  October 31, 1995  included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                                                     013
<NAME>                                  JANUS OVERSEAS FUND
<MULTIPLIER>                                               1,000
<CURRENCY>                              U.S. DOLLARS
       
<S>                                                <C>
<PERIOD-TYPE>                           YEAR
<FISCAL-YEAR-END>                       OCT-31-1995
<PERIOD-START>                          NOV-01-1994
<PERIOD-END>                            OCT-31-1995
<EXCHANGE-RATE>                                            1.000
<INVESTMENTS-AT-COST>                                     95,037
<INVESTMENTS-AT-VALUE>                                   104,913
<RECEIVABLES>                                              6,838
<ASSETS-OTHER>                                               563
<OTHER-ITEMS-ASSETS>                                           1
<TOTAL-ASSETS>                                           112,315
<PAYABLE-FOR-SECURITIES>                                     187
<SENIOR-LONG-TERM-DEBT>                                        0
<OTHER-ITEMS-LIABILITIES>                                  1,262
<TOTAL-LIABILITIES>                                        1,449
<SENIOR-EQUITY>                                                0
<PAID-IN-CAPITAL-COMMON>                                  98,841
<SHARES-COMMON-STOCK>                                      9,571
<SHARES-COMMON-PRIOR>                                      6,182
<ACCUMULATED-NII-CURRENT>                                  1,174
<OVERDISTRIBUTION-NII>                                         0
<ACCUMULATED-NET-GAINS>                                      951
<OVERDISTRIBUTION-GAINS>                                       0
<ACCUM-APPREC-OR-DEPREC>                                   9,900
<NET-ASSETS>                                             110,866
<DIVIDEND-INCOME>                                            829
<INTEREST-INCOME>                                            794
<OTHER-INCOME>                                                 0
<EXPENSES-NET>                                             1,341
<NET-INVESTMENT-INCOME>                                      282
<REALIZED-GAINS-CURRENT>                                   2,519
<APPREC-INCREASE-CURRENT>                                  6,447
<NET-CHANGE-FROM-OPS>                                      9,248
<EQUALIZATION>                                                 0
<DISTRIBUTIONS-OF-INCOME>                                      0
<DISTRIBUTIONS-OF-GAINS>                                       0
<DISTRIBUTIONS-OTHER>                                          0
<NUMBER-OF-SHARES-SOLD>                                  128,820
<NUMBER-OF-SHARES-REDEEMED>                              (91,267)
<SHARES-REINVESTED>                                            0
<NET-CHANGE-IN-ASSETS>                                    46,801
<ACCUMULATED-NII-PRIOR>                                        0
<ACCUMULATED-GAINS-PRIOR>                                   (676)
<OVERDISTRIB-NII-PRIOR>                                        0
<OVERDIST-NET-GAINS-PRIOR>                                     0
<GROSS-ADVISORY-FEES>                                        657
<INTEREST-EXPENSE>                                             0
<GROSS-EXPENSE>                                            1,366
<AVERAGE-NET-ASSETS>                                      77,668
<PER-SHARE-NAV-BEGIN>                                     10.360
<PER-SHARE-NII>                                            0.120
<PER-SHARE-GAIN-APPREC>                                    1.100
<PER-SHARE-DIVIDEND>                                       0.000
<PER-SHARE-DISTRIBUTIONS>                                  0.000
<RETURNS-OF-CAPITAL>                                       0.000
<PER-SHARE-NAV-END>                                       11.580
<EXPENSE-RATIO>                                            1.760
<AVG-DEBT-OUTSTANDING>                                         0
<AVG-DEBT-PER-SHARE>                                       0.000
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                  6
<LEGEND>
This schedule  contains summary financial  information  extracted from financial
statements  dated  October 31, 1995  included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                                                 004
<NAME>                                  JANUS ENTERPRISE FUND
<MULTIPLIER>                                           1,000
<CURRENCY>                              U.S. DOLLARS
       
<S>                                              <C>
<PERIOD-TYPE>                           YEAR
<FISCAL-YEAR-END>                       OCT-31-1995
<PERIOD-START>                          NOV-01-1994
<PERIOD-END>                            OCT-31-1995
<EXCHANGE-RATE>                                        1.000
<INVESTMENTS-AT-COST>                                380,435
<INVESTMENTS-AT-VALUE>                               463,112
<RECEIVABLES>                                          6,331
<ASSETS-OTHER>                                           587
<OTHER-ITEMS-ASSETS>                                       0
<TOTAL-ASSETS>                                       470,030
<PAYABLE-FOR-SECURITIES>                               9,618
<SENIOR-LONG-TERM-DEBT>                                    0
<OTHER-ITEMS-LIABILITIES>                              1,042
<TOTAL-LIABILITIES>                                   10,660
<SENIOR-EQUITY>                                            0
<PAID-IN-CAPITAL-COMMON>                             346,567
<SHARES-COMMON-STOCK>                                 16,925
<SHARES-COMMON-PRIOR>                                 15,146
<ACCUMULATED-NII-CURRENT>                                  0
<OVERDISTRIBUTION-NII>                                     0
<ACCUMULATED-NET-GAINS>                               30,358
<OVERDISTRIBUTION-GAINS>                                   0
<ACCUM-APPREC-OR-DEPREC>                              82,445
<NET-ASSETS>                                         459,370
<DIVIDEND-INCOME>                                      3,080
<INTEREST-INCOME>                                      1,927
<OTHER-INCOME>                                             0
<EXPENSES-NET>                                        (4,916)
<NET-INVESTMENT-INCOME>                                   91
<REALIZED-GAINS-CURRENT>                              30,791
<APPREC-INCREASE-CURRENT>                             29,273
<NET-CHANGE-FROM-OPS>                                 60,155
<EQUALIZATION>                                             0
<DISTRIBUTIONS-OF-INCOME>                             (7,697)
<DISTRIBUTIONS-OF-GAINS>                              (5,604)
<DISTRIBUTIONS-OTHER>                                      0
<NUMBER-OF-SHARES-SOLD>                              362,414
<NUMBER-OF-SHARES-REDEEMED>                         (332,907)
<SHARES-REINVESTED>                                   12,981
<NET-CHANGE-IN-ASSETS>                                89,342
<ACCUMULATED-NII-PRIOR>                                    0
<ACCUMULATED-GAINS-PRIOR>                             12,782
<OVERDISTRIB-NII-PRIOR>                                   (5)
<OVERDIST-NET-GAINS-PRIOR>                                 0
<GROSS-ADVISORY-FEES>                                  3,079
<INTEREST-EXPENSE>                                         0
<GROSS-EXPENSE>                                       (5,013)
<AVERAGE-NET-ASSETS>                                 407,791
<PER-SHARE-NAV-BEGIN>                                 24.430
<PER-SHARE-NII>                                        0.520
<PER-SHARE-GAIN-APPREC>                                3.090
<PER-SHARE-DIVIDEND>                                  (0.520)
<PER-SHARE-DISTRIBUTIONS>                             (0.380)
<RETURNS-OF-CAPITAL>                                   0.000
<PER-SHARE-NAV-END>                                   27.140
<EXPENSE-RATIO>                                        1.260
<AVG-DEBT-OUTSTANDING>                                     0
<AVG-DEBT-PER-SHARE>                                   0.000
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                      6
<LEGEND>
This schedule  contains summary financial  information  extracted from financial
statements  dated  October 31, 1995  included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                                                     005
<NAME>                                  JANUS WORLDWIDE FUND
<MULTIPLIER>                                               1,000
<CURRENCY>                              U.S. DOLLARS
       
<S>                                                <C>
<PERIOD-TYPE>                           YEAR
<FISCAL-YEAR-END>                       OCT-31-1995
<PERIOD-START>                          NOV-01-1994
<PERIOD-END>                            OCT-31-1995
<EXCHANGE-RATE>                                            1.000
<INVESTMENTS-AT-COST>                                  1,573,003
<INVESTMENTS-AT-VALUE>                                 1,766,209
<RECEIVABLES>                                             38,581
<ASSETS-OTHER>                                             9,295
<OTHER-ITEMS-ASSETS>                                           0
<TOTAL-ASSETS>                                         1,814,085
<PAYABLE-FOR-SECURITIES>                                   5,485
<SENIOR-LONG-TERM-DEBT>                                        0
<OTHER-ITEMS-LIABILITIES>                                  4,246
<TOTAL-LIABILITIES>                                        9,731
<SENIOR-EQUITY>                                                0
<PAID-IN-CAPITAL-COMMON>                               1,524,605
<SHARES-COMMON-STOCK>                                     65,255
<SHARES-COMMON-PRIOR>                                     58,786
<ACCUMULATED-NII-CURRENT>                                 17,449
<OVERDISTRIBUTION-NII>                                         0
<ACCUMULATED-NET-GAINS>                                   60,375
<OVERDISTRIBUTION-GAINS>                                       0
<ACCUM-APPREC-OR-DEPREC>                                 201,925
<NET-ASSETS>                                           1,804,354
<DIVIDEND-INCOME>                                         19,263
<INTEREST-INCOME>                                         14,324
<OTHER-INCOME>                                                 0
<EXPENSES-NET>                                           (17,525)
<NET-INVESTMENT-INCOME>                                   16,062
<REALIZED-GAINS-CURRENT>                                  55,175
<APPREC-INCREASE-CURRENT>                                 65,211
<NET-CHANGE-FROM-OPS>                                    136,448
<EQUALIZATION>                                                 0
<DISTRIBUTIONS-OF-INCOME>                                (32,032)
<DISTRIBUTIONS-OF-GAINS>                                 (60,061)
<DISTRIBUTIONS-OTHER>                                          0
<NUMBER-OF-SHARES-SOLD>                                  788,071
<NUMBER-OF-SHARES-REDEEMED>                             (704,140)
<SHARES-REINVESTED>                                       88,948
<NET-CHANGE-IN-ASSETS>                                   217,234
<ACCUMULATED-NII-PRIOR>                                        0
<ACCUMULATED-GAINS-PRIOR>                                 98,898
<OVERDISTRIB-NII-PRIOR>                                     (218)
<OVERDIST-NET-GAINS-PRIOR>                                     0
<GROSS-ADVISORY-FEES>                                     11,014
<INTEREST-EXPENSE>                                             0
<GROSS-EXPENSE>                                          (17,679)
<AVERAGE-NET-ASSETS>                                   1,622,142
<PER-SHARE-NAV-BEGIN>                                     27.000
<PER-SHARE-NII>                                            0.810
<PER-SHARE-GAIN-APPREC>                                    1.390
<PER-SHARE-DIVIDEND>                                      (0.540)
<PER-SHARE-DISTRIBUTIONS>                                 (1.010)
<RETURNS-OF-CAPITAL>                                       0.000
<PER-SHARE-NAV-END>                                       27.650
<EXPENSE-RATIO>                                            1.240
<AVG-DEBT-OUTSTANDING>                                         0
<AVG-DEBT-PER-SHARE>                                       0.000
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                         6
<LEGEND>
This schedule  contains summary financial  information  extracted from financial
statements  dated  October 31, 1995  included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                                        008
<NAME>                             JANUS FLEXIBLE INCOME FUND
<MULTIPLIER>                                  1,000
<CURRENCY>                         U.S. DOLLARS
       
<S>                                       <C>
<PERIOD-TYPE>                      YEAR
<FISCAL-YEAR-END>                  OCT-31-1995
<PERIOD-START>                     NOV-01-1994
<PERIOD-END>                       OCT-31-1995
<EXCHANGE-RATE>                               1.000
<INVESTMENTS-AT-COST>                       562,329
<INVESTMENTS-AT-VALUE>                      582,414
<RECEIVABLES>                                20,500
<ASSETS-OTHER>                                  132
<OTHER-ITEMS-ASSETS>                              0
<TOTAL-ASSETS>                              603,046
<PAYABLE-FOR-SECURITIES>                     21,070
<SENIOR-LONG-TERM-DEBT>                           0
<OTHER-ITEMS-LIABILITIES>                     1,617
<TOTAL-LIABILITIES>                          22,687
<SENIOR-EQUITY>                                   0
<PAID-IN-CAPITAL-COMMON>                    570,403
<SHARES-COMMON-STOCK>                        60,795
<SHARES-COMMON-PRIOR>                        42,111
<ACCUMULATED-NII-CURRENT>                       454
<OVERDISTRIBUTION-NII>                            0
<ACCUMULATED-NET-GAINS>                     (10,601)
<OVERDISTRIBUTION-GAINS>                          0
<ACCUM-APPREC-OR-DEPREC>                     20,103
<NET-ASSETS>                                580,359
<DIVIDEND-INCOME>                             1,292
<INTEREST-INCOME>                            38,623
<OTHER-INCOME>                                    0
<EXPENSES-NET>                               (4,310)
<NET-INVESTMENT-INCOME>                      35,605
<REALIZED-GAINS-CURRENT>                     (2,794)
<APPREC-INCREASE-CURRENT>                    34,614
<NET-CHANGE-FROM-OPS>                        67,425
<EQUALIZATION>                                    0
<DISTRIBUTIONS-OF-INCOME>                   (35,571)
<DISTRIBUTIONS-OF-GAINS>                          0
<DISTRIBUTIONS-OTHER>                             0
<NUMBER-OF-SHARES-SOLD>                     349,106
<NUMBER-OF-SHARES-REDEEMED>                (205,377)
<SHARES-REINVESTED>                          27,431
<NET-CHANGE-IN-ASSETS>                      203,014
<ACCUMULATED-NII-PRIOR>                         340
<ACCUMULATED-GAINS-PRIOR>                    (7,726)
<OVERDISTRIB-NII-PRIOR>                           0
<OVERDIST-NET-GAINS-PRIOR>                        0
<GROSS-ADVISORY-FEES>                        (4,337)
<INTEREST-EXPENSE>                                0
<GROSS-EXPENSE>                               4,310
<AVERAGE-NET-ASSETS>                        450,001
<PER-SHARE-NAV-BEGIN>                         8.960
<PER-SHARE-NII>                               0.720
<PER-SHARE-GAIN-APPREC>                       0.590
<PER-SHARE-DIVIDEND>                         (0.720)
<PER-SHARE-DISTRIBUTIONS>                     0.000
<RETURNS-OF-CAPITAL>                          0.000
<PER-SHARE-NAV-END>                           9.550
<EXPENSE-RATIO>                               0.960
<AVG-DEBT-OUTSTANDING>                            0
<AVG-DEBT-PER-SHARE>                          0.000
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>  6 
<LEGEND>  
This schedule  contains summary financial  information  extracted from financial
statements  dated  October 31, 1995  included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                                                     003
<NAME>                               JANUS VENTURE FUND
<MULTIPLIER>                                               1,000
<CURRENCY>                           U.S. DOLLARS
       
<S>                                              <C>
<PERIOD-TYPE>                        YEAR
<FISCAL-YEAR-END>                    OCT-31-1995
<PERIOD-START>                       NOV-01-1994
<PERIOD-END>                         OCT-31-1995
<EXCHANGE-RATE>                                            1.000
<INVESTMENTS-AT-COST>                                  1,406,566
<INVESTMENTS-AT-VALUE>                                 1,742,746
<RECEIVABLES>                                             43,863
<ASSETS-OTHER>                                             1,785
<OTHER-ITEMS-ASSETS>                                           0
<TOTAL-ASSETS>                                         1,788,394
<PAYABLE-FOR-SECURITIES>                                  29,219
<SENIOR-LONG-TERM-DEBT>                                        0
<OTHER-ITEMS-LIABILITIES>                                  5,974
<TOTAL-LIABILITIES>                                       35,193
<SENIOR-EQUITY>                                                0
<PAID-IN-CAPITAL-COMMON>                               1,199,220
<SHARES-COMMON-STOCK>                                     29,453
<SHARES-COMMON-PRIOR>                                     29,332
<ACCUMULATED-NII-CURRENT>                                    185
<OVERDISTRIBUTION-NII>                                         0
<ACCUMULATED-NET-GAINS>                                  221,449
<OVERDISTRIBUTION-GAINS>                                       0
<ACCUM-APPREC-OR-DEPREC>                                 332,347
<NET-ASSETS>                                           1,753,201
<DIVIDEND-INCOME>                                          7,610
<INTEREST-INCOME>                                         11,885
<OTHER-INCOME>                                                 0
<EXPENSES-NET>                                           (14,742)
<NET-INVESTMENT-INCOME>                                    4,753
<REALIZED-GAINS-CURRENT>                                 214,176
<APPREC-INCREASE-CURRENT>                                 67,671
<NET-CHANGE-FROM-OPS>                                    286,600
<EQUALIZATION>                                                 0
<DISTRIBUTIONS-OF-INCOME>                                   (862)
<DISTRIBUTIONS-OF-GAINS>                                 (82,645)
<DISTRIBUTIONS-OTHER>                                          0
<NUMBER-OF-SHARES-SOLD>                                  145,222
<NUMBER-OF-SHARES-REDEEMED>                             (226,790)
<SHARES-REINVESTED>                                       81,200
<NET-CHANGE-IN-ASSETS>                                   202,725
<ACCUMULATED-NII-PRIOR>                                     (258)
<ACCUMULATED-GAINS-PRIOR>                                 86,212
<OVERDISTRIB-NII-PRIOR>                                        0
<OVERDIST-NET-GAINS-PRIOR>                                     0
<GROSS-ADVISORY-FEES>                                     10,948
<INTEREST-EXPENSE>                                             0
<GROSS-EXPENSE>                                           14,907
<AVERAGE-NET-ASSETS>                                   1,612,514
<PER-SHARE-NAV-BEGIN>                                     52.860
<PER-SHARE-NII>                                            0.050
<PER-SHARE-GAIN-APPREC>                                    9.490
<PER-SHARE-DIVIDEND>                                      (0.030)
<PER-SHARE-DISTRIBUTIONS>                                  0.000
<RETURNS-OF-CAPITAL>                                      (2.840)
<PER-SHARE-NAV-END>                                       59.530
<EXPENSE-RATIO>                                            0.920
<AVG-DEBT-OUTSTANDING>                                         0
<AVG-DEBT-PER-SHARE>                                       0.000
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                              6
<LEGEND>
This schedule  contains summary financial  information  extracted from financial
statements  dated  October 31, 1995  included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                                             141
<NAME>                               JANUS MONEY MARKET FUND - INVESTOR SHARES
<MULTIPLIER>                                       1,000
<CURRENCY>                              U.S. DOLLARS
       
<S>                                            <C>
<PERIOD-TYPE>                           OTHER
<FISCAL-YEAR-END>                       OCT-31-1995
<PERIOD-START>                          FEB-14-1995
<PERIOD-END>                            OCT-31-1995
<EXCHANGE-RATE>                                    1.000
<INVESTMENTS-AT-COST>                            962,046
<INVESTMENTS-AT-VALUE>                           962,046
<RECEIVABLES>                                     11,286
<ASSETS-OTHER>                                         0
<OTHER-ITEMS-ASSETS>                                   0
<TOTAL-ASSETS>                                   973,443
<PAYABLE-FOR-SECURITIES>                          21,700
<SENIOR-LONG-TERM-DEBT>                                0
<OTHER-ITEMS-LIABILITIES>                          3,572
<TOTAL-LIABILITIES>                               25,272
<SENIOR-EQUITY>                                        0
<PAID-IN-CAPITAL-COMMON>                         643,219
<SHARES-COMMON-STOCK>                            643,219
<SHARES-COMMON-PRIOR>                                  0
<ACCUMULATED-NII-CURRENT>                              0
<OVERDISTRIBUTION-NII>                                 0
<ACCUMULATED-NET-GAINS>                                0
<OVERDISTRIBUTION-GAINS>                               0
<ACCUM-APPREC-OR-DEPREC>                               0
<NET-ASSETS>                                     643,219
<DIVIDEND-INCOME>                                      0
<INTEREST-INCOME>                                 26,427
<OTHER-INCOME>                                         0
<EXPENSES-NET>                                    (2,129)
<NET-INVESTMENT-INCOME>                           24,298
<REALIZED-GAINS-CURRENT>                               9
<APPREC-INCREASE-CURRENT>                              0
<NET-CHANGE-FROM-OPS>                             24,307
<EQUALIZATION>                                         0
<DISTRIBUTIONS-OF-INCOME>                        (17,868)
<DISTRIBUTIONS-OF-GAINS>                              (6)
<DISTRIBUTIONS-OTHER>                                  0
<NUMBER-OF-SHARES-SOLD>                        1,109,965
<NUMBER-OF-SHARES-REDEEMED>                     (484,031)
<SHARES-REINVESTED>                               17,285
<NET-CHANGE-IN-ASSETS>                           643,219
<ACCUMULATED-NII-PRIOR>                                0
<ACCUMULATED-GAINS-PRIOR>                              0
<OVERDISTRIB-NII-PRIOR>                                0
<OVERDIST-NET-GAINS-PRIOR>                             0
<GROSS-ADVISORY-FEES>                                327
<INTEREST-EXPENSE>                                     0
<GROSS-EXPENSE>                                    2,129
<AVERAGE-NET-ASSETS>                             461,311
<PER-SHARE-NAV-BEGIN>                              1.000
<PER-SHARE-NII>                                    0.040
<PER-SHARE-GAIN-APPREC>                            0.000
<PER-SHARE-DIVIDEND>                              (0.040)
<PER-SHARE-DISTRIBUTIONS>                          0.000
<RETURNS-OF-CAPITAL>                               0.000
<PER-SHARE-NAV-END>                                1.000
<EXPENSE-RATIO>                                    0.600
<AVG-DEBT-OUTSTANDING>                                 0
<AVG-DEBT-PER-SHARE>                               0.000
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                       6
<LEGEND>
This schedule  contains summary financial  information  extracted from financial
statements  dated  October 31, 1995  included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                                                      151
<NAME>                   JANUS GOVERNMENT MONEY MARKET FUND - INVESTOR SHARES
<MULTIPLIER>                                                1,000
<CURRENCY>                              U.S. DOLLARS
       
<S>                                                <C>
<PERIOD-TYPE>                           OTHER
<FISCAL-YEAR-END>                       OCT-31-1995
<PERIOD-START>                          FEB-14-1995
<PERIOD-END>                            OCT-31-1995
<EXCHANGE-RATE>                                             1.000
<INVESTMENTS-AT-COST>                                     138,225
<INVESTMENTS-AT-VALUE>                                    138,225
<RECEIVABLES>                                              30,605
<ASSETS-OTHER>                                                 22
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                            168,852
<PAYABLE-FOR-SECURITIES>                                    5,000
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                     381
<TOTAL-LIABILITIES>                                         5,381
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                  119,307
<SHARES-COMMON-STOCK>                                     119,307
<SHARES-COMMON-PRIOR>                                           0
<ACCUMULATED-NII-CURRENT>                                   4,125
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                        0
<NET-ASSETS>                                              119,307
<DIVIDEND-INCOME>                                               0
<INTEREST-INCOME>                                           4,519
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                               (394)
<NET-INVESTMENT-INCOME>                                     4,125
<REALIZED-GAINS-CURRENT>                                        8
<APPREC-INCREASE-CURRENT>                                       0
<NET-CHANGE-FROM-OPS>                                       4,133
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                  (3,353)
<DISTRIBUTIONS-OF-GAINS>                                       (8)
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                   183,758
<NUMBER-OF-SHARES-REDEEMED>                               (67,703)
<SHARES-REINVESTED>                                         3,252
<NET-CHANGE-IN-ASSETS>                                    119,307
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                          62
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                               374
<AVERAGE-NET-ASSETS>                                       87,906
<PER-SHARE-NAV-BEGIN>                                       1.000
<PER-SHARE-NII>                                             0.040
<PER-SHARE-GAIN-APPREC>                                     0.000
<PER-SHARE-DIVIDEND>                                       (0.040)
<PER-SHARE-DISTRIBUTIONS>                                   0.000
<RETURNS-OF-CAPITAL>                                        0.000
<PER-SHARE-NAV-END>                                         1.000
<EXPENSE-RATIO>                                             0.600
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                        0.000
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                     6
<LEGEND>
This schedule  contains summary financial  information  extracted from financial
statements  dated  October 31, 1995  included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                                                    161
<NAME>                   JANUS TAX EXEMPT MONEY MARKET FUND - INVESTOR SHARES
<MULTIPLIER>                                              1,000
<CURRENCY>                      U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                   OTHER
<FISCAL-YEAR-END>               OCT-31-1995
<PERIOD-START>                  FEB-14-1995
<PERIOD-END>                    OCT-31-1995
<EXCHANGE-RATE>                                           1.000
<INVESTMENTS-AT-COST>                                    75,821
<INVESTMENTS-AT-VALUE>                                   75,821
<RECEIVABLES>                                             6,161
<ASSETS-OTHER>                                               64
<OTHER-ITEMS-ASSETS>                                          0
<TOTAL-ASSETS>                                           82,046
<PAYABLE-FOR-SECURITIES>                                  3,055
<SENIOR-LONG-TERM-DEBT>                                       0
<OTHER-ITEMS-LIABILITIES>                                   320
<TOTAL-LIABILITIES>                                       3,375
<SENIOR-EQUITY>                                               0
<PAID-IN-CAPITAL-COMMON>                                 67,479
<SHARES-COMMON-STOCK>                                    67,479
<SHARES-COMMON-PRIOR>                                         0
<ACCUMULATED-NII-CURRENT>                                 1,392
<OVERDISTRIBUTION-NII>                                        0
<ACCUMULATED-NET-GAINS>                                       0
<OVERDISTRIBUTION-GAINS>                                      0
<ACCUM-APPREC-OR-DEPREC>                                      0
<NET-ASSETS>                                             67,479
<DIVIDEND-INCOME>                                             0
<INTEREST-INCOME>                                         1,637
<OTHER-INCOME>                                                0
<EXPENSES-NET>                                             (245)
<NET-INVESTMENT-INCOME>                                   1,392
<REALIZED-GAINS-CURRENT>                                     (3)
<APPREC-INCREASE-CURRENT>                                     0
<NET-CHANGE-FROM-OPS>                                     1,389
<EQUALIZATION>                                                0
<DISTRIBUTIONS-OF-INCOME>                                (1,366)
<DISTRIBUTIONS-OF-GAINS>                                      0
<DISTRIBUTIONS-OTHER>                                         0
<NUMBER-OF-SHARES-SOLD>                                 126,046
<NUMBER-OF-SHARES-REDEEMED>                             (59,890)
<SHARES-REINVESTED>                                       1,323
<NET-CHANGE-IN-ASSETS>                                   67,479
<ACCUMULATED-NII-PRIOR>                                       0
<ACCUMULATED-GAINS-PRIOR>                                     0
<OVERDISTRIB-NII-PRIOR>                                       0
<OVERDIST-NET-GAINS-PRIOR>                                    0
<GROSS-ADVISORY-FEES>                                        40
<INTEREST-EXPENSE>                                            0
<GROSS-EXPENSE>                                             245
<AVERAGE-NET-ASSETS>                                     57,366
<PER-SHARE-NAV-BEGIN>                                     1.000
<PER-SHARE-NII>                                           0.020
<PER-SHARE-GAIN-APPREC>                                   0.000
<PER-SHARE-DIVIDEND>                                     (0.020)
<PER-SHARE-DISTRIBUTIONS>                                 0.000
<RETURNS-OF-CAPITAL>                                      0.000
<PER-SHARE-NAV-END>                                       1.000
<EXPENSE-RATIO>                                           0.600
<AVG-DEBT-OUTSTANDING>                                        0
<AVG-DEBT-PER-SHARE>                                      0.000
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                        6
<LEGEND>
This schedule  contains summary financial  information  extracted from financial
statements  dated  October 31, 1995  included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                                                       142
<NAME>                          JANUS MONEY MARKET FUND - INSTITUTIONAL SHARES
<MULTIPLIER>                                                 1,000
<CURRENCY>                                     U.S. DOLLARS
       
<S>                                                    <C>
<PERIOD-TYPE>                                  OTHER
<FISCAL-YEAR-END>                              OCT-31-1995
<PERIOD-START>                                 APR-17-1995
<PERIOD-END>                                   OCT-31-1995
<EXCHANGE-RATE>                                              1.000
<INVESTMENTS-AT-COST>                                      962,046
<INVESTMENTS-AT-VALUE>                                     962,046
<RECEIVABLES>                                               11,286
<ASSETS-OTHER>                                                   0
<OTHER-ITEMS-ASSETS>                                             0
<TOTAL-ASSETS>                                             973,443
<PAYABLE-FOR-SECURITIES>                                    21,700
<SENIOR-LONG-TERM-DEBT>                                          0
<OTHER-ITEMS-LIABILITIES>                                    3,572
<TOTAL-LIABILITIES>                                         25,272
<SENIOR-EQUITY>                                                  0
<PAID-IN-CAPITAL-COMMON>                                   304,952
<SHARES-COMMON-STOCK>                                      304,952
<SHARES-COMMON-PRIOR>                                            0
<ACCUMULATED-NII-CURRENT>                                        0
<OVERDISTRIBUTION-NII>                                           0
<ACCUMULATED-NET-GAINS>                                          0
<OVERDISTRIBUTION-GAINS>                                         0
<ACCUM-APPREC-OR-DEPREC>                                         0
<NET-ASSETS>                                               304,952
<DIVIDEND-INCOME>                                                0
<INTEREST-INCOME>                                           26,427
<OTHER-INCOME>                                                   0
<EXPENSES-NET>                                              (2,129)
<NET-INVESTMENT-INCOME>                                     24,298
<REALIZED-GAINS-CURRENT>                                         9
<APPREC-INCREASE-CURRENT>                                        0
<NET-CHANGE-FROM-OPS>                                       24,307
<EQUALIZATION>                                                   0
<DISTRIBUTIONS-OF-INCOME>                                   (6,430)
<DISTRIBUTIONS-OF-GAINS>                                        (3)
<DISTRIBUTIONS-OTHER>                                            0
<NUMBER-OF-SHARES-SOLD>                                  1,974,800
<NUMBER-OF-SHARES-REDEEMED>                             (1,671,117)
<SHARES-REINVESTED>                                          1,269
<NET-CHANGE-IN-ASSETS>                                     304,952
<ACCUMULATED-NII-PRIOR>                                          0
<ACCUMULATED-GAINS-PRIOR>                                        0
<OVERDISTRIB-NII-PRIOR>                                          0
<OVERDIST-NET-GAINS-PRIOR>                                       0
<GROSS-ADVISORY-FEES>                                          110
<INTEREST-EXPENSE>                                               0
<GROSS-EXPENSE>                                              2,129
<AVERAGE-NET-ASSETS>                                       202,427
<PER-SHARE-NAV-BEGIN>                                        1.000
<PER-SHARE-NII>                                              0.030
<PER-SHARE-GAIN-APPREC>                                      0.000
<PER-SHARE-DIVIDEND>                                        (0.030)
<PER-SHARE-DISTRIBUTIONS>                                    0.000
<RETURNS-OF-CAPITAL>                                         0.000
<PER-SHARE-NAV-END>                                          1.000
<EXPENSE-RATIO>                                              0.150
<AVG-DEBT-OUTSTANDING>                                           0
<AVG-DEBT-PER-SHARE>                                         0.000
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                                 6
<LEGEND>
This schedule  contains summary financial  information  extracted from financial
statements  dated  October 31, 1995  included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                                                                152
<NAME>               JANUS GOVERNMENT MONEY MARKET FUND - INSTITUTIONAL SHARES
<MULTIPLIER>                                                          1,000
<CURRENCY>                            U.S. DOLLARS
       
<S>                                                    <C>
<PERIOD-TYPE>                         OTHER
<FISCAL-YEAR-END>                     OCT-31-1995
<PERIOD-START>                        APR-17-1995
<PERIOD-END>                          OCT-31-1995
<EXCHANGE-RATE>                                                       1.000
<INVESTMENTS-AT-COST>                                               138,225
<INVESTMENTS-AT-VALUE>                                              138,225
<RECEIVABLES>                                                        30,605
<ASSETS-OTHER>                                                           22
<OTHER-ITEMS-ASSETS>                                                      0
<TOTAL-ASSETS>                                                      168,852
<PAYABLE-FOR-SECURITIES>                                              5,000
<SENIOR-LONG-TERM-DEBT>                                                   0
<OTHER-ITEMS-LIABILITIES>                                               381
<TOTAL-LIABILITIES>                                                   5,381
<SENIOR-EQUITY>                                                           0
<PAID-IN-CAPITAL-COMMON>                                             44,164
<SHARES-COMMON-STOCK>                                                44,164
<SHARES-COMMON-PRIOR>                                                     0
<ACCUMULATED-NII-CURRENT>                                             4,125
<OVERDISTRIBUTION-NII>                                                    0
<ACCUMULATED-NET-GAINS>                                                   8
<OVERDISTRIBUTION-GAINS>                                                  0
<ACCUM-APPREC-OR-DEPREC>                                                  0
<NET-ASSETS>                                                         44,164
<DIVIDEND-INCOME>                                                         0
<INTEREST-INCOME>                                                     4,519
<OTHER-INCOME>                                                            0
<EXPENSES-NET>                                                         (394)
<NET-INVESTMENT-INCOME>                                               4,125
<REALIZED-GAINS-CURRENT>                                                  8
<APPREC-INCREASE-CURRENT>                                                 0
<NET-CHANGE-FROM-OPS>                                                 4,133
<EQUALIZATION>                                                            0
<DISTRIBUTIONS-OF-INCOME>                                              (772)
<DISTRIBUTIONS-OF-GAINS>                                                  0
<DISTRIBUTIONS-OTHER>                                                     0
<NUMBER-OF-SHARES-SOLD>                                             179,373
<NUMBER-OF-SHARES-REDEEMED>                                        (135,644)
<SHARES-REINVESTED>                                                     435
<NET-CHANGE-IN-ASSETS>                                               44,164
<ACCUMULATED-NII-PRIOR>                                                   0
<ACCUMULATED-GAINS-PRIOR>                                                 0
<OVERDISTRIB-NII-PRIOR>                                                   0
<OVERDIST-NET-GAINS-PRIOR>                                                0
<GROSS-ADVISORY-FEES>                                                    13
<INTEREST-EXPENSE>                                                        0
<GROSS-EXPENSE>                                                         394
<AVERAGE-NET-ASSETS>                                                 24,748
<PER-SHARE-NAV-BEGIN>                                                 1.000
<PER-SHARE-NII>                                                       0.030
<PER-SHARE-GAIN-APPREC>                                               0.000
<PER-SHARE-DIVIDEND>                                                 (0.030)
<PER-SHARE-DISTRIBUTIONS>                                             0.000
<RETURNS-OF-CAPITAL>                                                  0.000
<PER-SHARE-NAV-END>                                                   1.000
<EXPENSE-RATIO>                                                       0.150
<AVG-DEBT-OUTSTANDING>                                                    0
<AVG-DEBT-PER-SHARE>                                                  0.000
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                      6
<LEGEND>
This schedule  contains summary financial  information  extracted from financial
statements  dated  October 31, 1995  included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                                                     162
<NAME>               JANUS TAX EXEMPT MONEY MARKET FUND - INSTITUTIONAL SHARES
<MULTIPLIER>                                               1,000
<CURRENCY>                         U.S. DOLLARS
       
<S>                                             <C>
<PERIOD-TYPE>                      OTHER
<FISCAL-YEAR-END>                  OCT-31-1995
<PERIOD-START>                     APR-17-1995
<PERIOD-END>                       OCT-31-1995
<EXCHANGE-RATE>                                            1.000
<INVESTMENTS-AT-COST>                                     75,821
<INVESTMENTS-AT-VALUE>                                    75,821
<RECEIVABLES>                                              6,161
<ASSETS-OTHER>                                                64
<OTHER-ITEMS-ASSETS>                                           0
<TOTAL-ASSETS>                                            82,046
<PAYABLE-FOR-SECURITIES>                                   3,055
<SENIOR-LONG-TERM-DEBT>                                        0
<OTHER-ITEMS-LIABILITIES>                                    320
<TOTAL-LIABILITIES>                                        3,375
<SENIOR-EQUITY>                                                0
<PAID-IN-CAPITAL-COMMON>                                  11,192
<SHARES-COMMON-STOCK>                                     11,192
<SHARES-COMMON-PRIOR>                                          0
<ACCUMULATED-NII-CURRENT>                                  1,392
<OVERDISTRIBUTION-NII>                                         0
<ACCUMULATED-NET-GAINS>                                       (3)
<OVERDISTRIBUTION-GAINS>                                       0
<ACCUM-APPREC-OR-DEPREC>                                       0
<NET-ASSETS>                                              11,192
<DIVIDEND-INCOME>                                              0
<INTEREST-INCOME>                                          1,637
<OTHER-INCOME>                                                 0
<EXPENSES-NET>                                              (245)
<NET-INVESTMENT-INCOME>                                    1,392
<REALIZED-GAINS-CURRENT>                                      (3)
<APPREC-INCREASE-CURRENT>                                      0
<NET-CHANGE-FROM-OPS>                                      1,389
<EQUALIZATION>                                                 0
<DISTRIBUTIONS-OF-INCOME>                                    (23)
<DISTRIBUTIONS-OF-GAINS>                                       0
<DISTRIBUTIONS-OTHER>                                          0
<NUMBER-OF-SHARES-SOLD>                                   37,121
<NUMBER-OF-SHARES-REDEEMED>                              (25,940)
<SHARES-REINVESTED>                                           11
<NET-CHANGE-IN-ASSETS>                                    11,192
<ACCUMULATED-NII-PRIOR>                                        0
<ACCUMULATED-GAINS-PRIOR>                                      0
<OVERDISTRIB-NII-PRIOR>                                        0
<OVERDIST-NET-GAINS-PRIOR>                                     0
<GROSS-ADVISORY-FEES>                                          1
<INTEREST-EXPENSE>                                             0
<GROSS-EXPENSE>                                              245
<AVERAGE-NET-ASSETS>                                       1,115
<PER-SHARE-NAV-BEGIN>                                      1.000
<PER-SHARE-NII>                                            0.020
<PER-SHARE-GAIN-APPREC>                                    0.000
<PER-SHARE-DIVIDEND>                                      (0.020)
<PER-SHARE-DISTRIBUTIONS>                                  0.000
<RETURNS-OF-CAPITAL>                                       0.000
<PER-SHARE-NAV-END>                                        1.000
<EXPENSE-RATIO>                                            0.150
<AVG-DEBT-OUTSTANDING>                                         0
<AVG-DEBT-PER-SHARE>                                       0.000
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission