JANUS INVESTMENT FUND
497, 1995-09-29
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                                     [LOGO]

                             JANUS INVESTMENT FUND

                         100 Fillmore Street, Suite 300
                             Denver, CO 80206-4923
                                 (800) 29JANUS

                      STATEMENT OF ADDITIONAL INFORMATION
               April 14, 1995 as supplemented September 28, 1995


                            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 April 14, 1995, as supplemented  September 28, 1995,  which is
incorporated  by reference  into this SAI and may be obtained  from the Trust at
the above 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 ......................................    9
Custodian, Transfer Agent and Certain Affiliations ........................   10
Portfolio Transactions and Brokerage ......................................   11
Officers and Trustees .....................................................   12
Purchase of Shares ........................................................   13
Redemption of Shares ......................................................   14
Shareholder Accounts ......................................................   14
Dividends and Tax Status ..................................................   14
Principal Shareholders ....................................................   15
Miscellaneous Information .................................................   15
Shares of the Trust .......................................................   16
Voting Rights .............................................................   16
Independent Accountants ...................................................   16
Registration Statement ....................................................   16
Financial Statements ......................................................   17
Appendix A - Description of Securities Ratings ............................   25
Appendix B - Description of Municipal Securities ..........................   27


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<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
Shares if a matter affects just that Fund or those 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 ("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  


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<PAGE>

comply with the 25% limitation. Reverse repurchase agreements or the segregation
of assets in connection with such agreements  shall not be considered  borrowing
for the purposes of this limit.

     (7)  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.


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<PAGE>

     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 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 security.

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 


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<PAGE>

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  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.  


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<PAGE>

     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 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.


                                       7
<PAGE>

     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). 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 August 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          5.70%         5.87%
Janus Tax-Exempt Money Market Fund - Institutional Shares*         3.68%         3.75%
</TABLE>
*Janus Tax-Exempt Money Market Fund Institutional  Shares'  tax-equivalent yield
for the seven-day period ended August 31, 1995 was 5.11%.

     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  


                                       8
<PAGE>

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, Suite 300, 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  and  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,   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.  For the Funds'  fiscal  year  ending
October 31, 1995,  Janus Capital has undertaken to reimburse the Funds for audit
fees and expenses  and the fees and expenses of Trustees who are not  affiliated
with Janus Capital.  

     The following table  summarizes the advisory fees and  administration  fees
paid by the Shares for the period from April 14, 1995 to August 31, 1995:

<TABLE>
<CAPTION>
                                                            Advisory Fees    Administration
Fund Name                                                  Prior to Waiver       Fees
- ---------                                                  ---------------       ----
<S>                                                            <C>             <C>    
Janus Money Market Fund - Institutional Shares                 $60,260         $30,130
Janus Government Money Market Fund - Institutional Shares      $ 7,527         $ 3,763
Janus Tax-Exempt Money Market Fund - Institutional Shares      $     4         $     1
</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 


                                       9
<PAGE>

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.

     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.

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.   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, Suite
300, 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.


                                       10
<PAGE>

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.  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.

     For the period  from April 14, 1995 to August 31,  1995,  the Funds did not
incur any brokerage commissions.

     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.

     The Advisory  Agreements  also authorize Janus Capital to 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.


                                       11
<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, Suite 300
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*# - Trustee and Executive Vice President
100 Fillmore Street, Suite 300
Denver, CO 80206-4923
     Trustee  and  Executive  Vice  President  of  Janus  Aspen  Series.   Chief
     Investment Officer, Vice President and Director of Janus Capital. Portfolio
     manager of Janus Fund and Janus Balanced Fund series of the Trust.

Sharon S. Pichler* - Executive Vice President and Portfolio Manager
100 Fillmore Street, Suite 300
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, Suite 300
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.

Steven R. Goodbarn* - Treasurer and Chief Financial Officer
100 Fillmore Street, Suite 300
Denver, CO 80206-4923
     Treasurer and Chief Financial Officer of Janus Aspen Series. Vice President
     of Finance,  Chief Financial Officer and Treasurer of Janus Service,  Janus
     Distributors and Janus Capital.  Director of Idex. Formerly (1979 to 1992),
     with the accounting firm of Price  Waterhouse LLP,  Denver,  Colorado,  and
     Kansas City, Missouri.

Kelley Abbott Howes* - Secretary
100 Fillmore Street, Suite 300
Denver, CO 80206-4923
     Secretary  of Janus  Aspen  Series.  Associate  Counsel  of Janus  Capital.
     Formerly (1990 to 1994),  with The Boston Company Advisors,  Inc.,  Boston,
     Massachusetts (mutual fund administration and advisory services).

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).

- --------------------------------------------------------------------------------
* Interested person of the Trust and of Janus Capital.
# Member of the Executive Committee.


                                       12
<PAGE>

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 following table shows the aggregate  compensation  paid to each Trustee
by the Funds 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, 1994**           ended December 31, 1994***
- ------------------------               ------------------------           --------------------------
<S>                                             <C>                               <C>    
Thomas H. Bailey, Chairman*                     $0                                $     0
James P. Craig, Trustee*+                       $0                                $     0
John W. Shepardson, Trustee                     $0                                $39,250
William D. Stewart, Trustee                     $0                                $39,250
Gary O. Loo, Trustee                            $0                                $39,250
Dennis B. Mullen, Trustee                       $0                                $39,250
Martin H. Waldinger, Trustee                    $0                                $39,250
</TABLE>
*    An  interested  person of the Funds and of Janus  Capital.  Compensated  by
     Janus Capital and not the Funds.
**   The Funds had not commenced operations as of October 31, 1994.
***  As of December 31, 1994, Janus Funds consisted of two registered investment
     companies comprised of a total of 20 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 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.


                                       13
<PAGE>

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,
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
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, Suite 300, Denver, Colorado 80206-4923, Attention: Extended Services.

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 paid at the end of the  preceding  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.

     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  

                                       14
<PAGE>

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

     As of September  15,  1995,  the Shares were not  available  to  individual
investors and accordingly the Fund's officers and Trustees as a group owned less
than 1% of the outstanding Shares.

     As of September 15, 1995, the following  institutions owned more than 5% of
Janus Money Market Fund - Institutional Shares:

Institution                    Address                               Ownership %
- -----------                    -------                               -----------
Manville Corporation           P.O. Box 5108, Denver, CO 80217-5108        8.22%
GE Capital                     570 Lexington Avenue, 11th Floor,          13.83%
                               New York, NY 10022-6824
Charles Schwab &Co. Inc.       101 Montgomery Street,                     13.70%
                               San Francisco, CA 94104-4122
Household Finance Corporation  2700 Sanders RD 1 South Trading Room,       5.43%
                               Prospect Heights, IL 60070-2701
Cetus Oncology Corporation     4560 Horton Street, L-149,                  5.48%
                               Emeryville, CA 94608-2916

     As of September 15, 1995, the following  institutions owned more than 5% of
Janus Government Money Market Fund Institutional Shares:

Institution                    Address                               Ownership %
- -----------                    -------                               -----------
Western Digital Corporation    8105 Irvine Drive, Irvine, CA 92718        43.99%
Rio Properties                 P.O. Box 14160, Las Vegas, NV 89114-4160   20.69%

     As of September 15, 1995,  Janus  Capital,  which provided seed capital for
the Shares,  owned 100% of Janus  Tax-Exempt  Money Market Fund -  Institutional
Shares.

MISCELLANEOUS INFORMATION

     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. As of
the date of this SAI, the Trust  consists of 13 other series,  which are offered
by separate  prospectuses.  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.


                                       15
<PAGE>

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.

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.


                                       16
<PAGE>

FINANCIAL STATEMENTS

     The following unaudited financial  statements are for the period from April
14, 1995 (commencement of operations)to August 31, 1995.

<TABLE>
<CAPTION>
JANUS MONEY MARKET FUNDS                                                                              JANUS                JANUS
STATEMENTS OF OPERATIONS (UNAUDITED)                                         JANUS                 GOVERNMENT            TAX-EXEMPT
For the period from April 14, 1995 to August 31, 1995                    MONEY MARKET             MONEY MARKET          MONEY MARKET
(all numbers in thousands)                                                    FUND                     FUND                  FUND
- -----------------------------------------------------                    ------------             ------------          ------------
<S>                                                                       <C>                      <C>                   <C>       
Investment Income:
Interest                                                                  $   17,275               $    3,035            $    1,152
Dividends                                                                 $        0               $        0            $        0
Foreign Tax Withheld                                                      $        0               $        0            $        0
                                                                          $   17,275               $    3,035            $    1,152
Expenses:
Advisory Fee for Investor Shares                                          $      223               $       43            $       29
Advisory Fee for Institutional Shares                                     $       60               $        8            $        0
Administrative Fee for Investor Shares                                    $    1,117               $      215            $      146
Administrative Fee for Institutional Shares                               $       30               $        3            $        0
                                                                          $    1,430               $      269            $      175
Net Investment Income:                                                    $   15,845               $    2,766            $      977
Net Realized Gain/(Loss) on Investments:
Net Realized gain/(loss) from securities transactions                     $        0               $        5            $        3
Change in net unrealized appreciation
  or depreciation of investments                                          $        0               $        0            $        0
Net gain/(loss) on investments                                            $        0               $        5            $        3
Net increase/(decrease) in net assets
  resulting from operations                                               $   15,845               $    2,771            $      980
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
JANUS MONEY MARKET FUNDS                                                                               JANUS                 JANUS
STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)                              JANUS                 GOVERNMENT            TAX-EXEMPT
As of August 31, 1995                                                     MONEY MARKET             MONEY MARKET         MONEY MARKET
(all numbers in thousands except net asset value)                              FUND                     FUND                  FUND
- -----------------------------------------------------                    ------------             ------------          ------------
Assets:
<S>                                                                       <C>                      <C>                   <C>       
Investments at amortized cost                                             $  972,018               $  158,688            $   73,227
Cash                                                                      $       44               ($     201)           $       17
Receivables:
  Investments Sold                                                        $        0               $        0            $        0
  Fund Shares Sold                                                        $    1,452               $      295            $       60
  Interest                                                                $    4,649               $      495            $      359
  Dividends                                                               $        0               $        0            $        0
Other Assets                                                              $        0               $        0            $        0
Total Assets                                                              $  978,163               $  159,277            $   73,663
Liabilities:
Payables:
  Investments Purchased                                                   $        0               $        0            $    1,156
  Fund Shares Repurchased                                                 $    1,843               $      705            $      325
  Dividends and Distributions                                             $    1,423               $       78            $        5
  Advisory Fee                                                            $       80               $       14            $        6
  Administrative Fee                                                      $      272               $       50            $       31
Total Liabilities                                                         $    3,618               $      847            $    1,523
Total Net Assets                                                          $  974,545               $  158,430            $   72,140
Shares Outstanding, $0.01 Par Value
  (unlimited shares authorized)                                              974,547                  158,427                72,140
Net Asset Value Per Share                                                 $     1.00               $     1.00            $     1.00
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       17
<PAGE>

<TABLE>
<CAPTION>
JANUS MONEY MARKET FUNDS                                                                               JANUS                 JANUS
STATEMENTS OF CHANGES IN NET ASSETS (unaudited)                               JANUS                GOVERNMENT             TAX-EXEMPT
For the period from April 14, 1995 to August 31, 1995                     MONEY MARKET            MONEY MARKET          MONEY MARKET
(all numbers in thousands)                                                     FUND                     FUND                  FUND
- -----------------------------------------------------                     ------------            ------------          ------------
Operations:
<S>                                                                       <C>                      <C>                   <C>       
Net investment income(loss)                                               $   15,844               $    2,766            $      977
Net realized gain/(loss) from investment transactions                     $        0               $        5            ($       3)
Change in unrealized net appreciation or
  depreciation of investments                                             $        0               $        0            $        0
Net increase/(decrease) in net assets
  resulting from operations                                               $   15,844               $    2,771            $      974
Dividends and Distributions to Shareholders:
Net investment income:
  Investor Shares                                                         ($  12,295)              ($   2,334)           ($     977)
  Institutional Shares                                                    ($   3,552)              ($     432)           $        0
Net realized gain from investment transactions:
  Investor Shares                                                         $        0               ($       2)           $        3
  Institutional Shares                                                    $        0               ($       1)           $        0
Net decrease from dividends and distributions                             ($  15,847)              ($   2,769)           ($     974)
Capital Share Transactions:
Shares sold:
  Investor Shares                                                         $  940,695               $  162,210            $  114,522
  Institutional Shares                                                    $1,023,955               $  115,915            $       10
Reinvested dividends and distributions:
  Investor Shares                                                         $   11,869               $    2,255            $      943
  Institutional Shares                                                    $      339               $      240            $        0
Shares repurchased:
  Investor Shares                                                         ($ 348,963)              ($  48,577)           ($  43,335)
  Institutional Shares                                                    ($ 653,347)              ($  73,615)           $        0
Net increase/(decrease)
  from capital share transactions                                         $  974,548               $  158,428            $   72,140
Net increase/(decrease) in net assets                                     $  974,545               $  158,430            $   72,140
Net Assets beginning of period                                            $        0               $        0            $        0
Net Assets end of period                                                  $  974,545               $  158,430            $   72,140
Net Assets consist of:
Capital (par value and paid-in surplus)                                   $  974,548               $  158,428            $   72,140
Undistributed net ivestment income                                        ($       3)              $        0            $        0
Undistributed net realized gain/(loss) from investments                   $        0               $        2            $        0
Unrealized appreciation/(depreciation) of investments                     $        0               $        0            $        0
                                                                          $  974,545               $  158,430            $   72,140
Transactions in Fund Shares - Investor Shares
Shares Sold                                                                  940,695                  162,210               114,522
Reinvested dividends and distributions                                        11,869                    2,255                   943
Total                                                                        952,564                  164,465               115,465
Shares repurchased                                                          (348,963)                 (48,577)              (43,335)
Net increase/(decrease) in Fund shares                                       603,601                  115,888                72,130
Shares outstanding at beginning of period                                          0                        0                     0
Shares outstanding at end of period                                          603,601                  115,888                72,130
Transactions in Fund Shares - Institutional Shares
Shares Sold                                                                1,023,955                  115,915                    10
Reinvested dividends and distributions                                           339                      240                     0
Total                                                                      1,024,294                  116,155                    10
Shares repurchased                                                          (653,347)                 (73,615)                    0
Net increase/(decrease) in Fund shares                                       370,947                   42,540                    10
Shares outstanding at beginning of period                                          0                        0                     0
Shares outstanding at end of period                                          370,947                   42,540                    10
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       18
<PAGE>

<TABLE>
<CAPTION>
JANUS MONEY MARKET FUNDS                                                                              JANUS                 JANUS
FINANCIAL HIGHLIGHTS (unaudited)                                             JANUS                 GOVERNMENT            TAX-EXEMPT
For a share outstanding throughout the period                            MONEY MARKET             MONEY MARKET          MONEY MARKET
from April 14, 1995 to August 31, 1995                                        FUND                     FUND                  FUND
- ---------------------------------------------                            ------------             ------------          ------------
Institutional Shares                                                          1995                     1995                  1995
- ---------------------------------------------                            ------------             ------------          ------------
<S>                                                                       <C>                      <C>                   <C>       
Net asset value at beginning of period                                    $     1.00               $     1.00            $     1.00
Income from investment operations:
Net investment income                                                     $     0.01               $     0.01            $     0.01
Net gain or (losses) on investments
  (both realized and unrealized)                                          $     0.00               $     0.00            $     0.00
Total from investment operations                                          $     0.01               $     0.01            $     0.01
Less Dividends and Distributions:
Dividends (from net investment income)                                    ($    0.01)              ($    0.01)           ($    0.01)
Distribution (from net capital gains)                                     $     0.00               $     0.00            $     0.00
Total dividends and distributions                                         ($    0.01)              ($    0.01)           ($    0.01)
Net asset value at end of period                                          $     1.00               $     1.00            $     1.00
Total Return                                                                    2.26%                    2.21%                 1.43%
Net assets at end of period (in thousands)                                $  370,947               $   42,540            $       10
Average net assets for the period (in thousands)                          $  160,548               $   20,054            $       10
Ratio of expenses to average net assets                                         0.15%                    0.15%                 0.15%
Ratio of net investment income to average net assets                            5.90%                    5.77%                 3.87%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


JANUS MONEY MARKET FUND
August 31, 1995 (unaudited)

Principal Amount                                                    Market Value
- ----------------                                                    ------------
Short-Term Corporate Notes - 31.2%
                   Aluminum Co. of America
$     12,000,000   4.625%, 2/15/96                              $     11,926,353
                   CSC Enterprises:
       5,000,000   5.87%, 9/21/95                                      4,983,694
      10,000,000   5.85%, 10/12/95                                     9,933,375
                   Countrywide Mortgage:
      12,000,000   5.78%, 9/1/95                                      12,000,000
      25,000,000   5.78%, 9/18/95                                     24,931,764
                   Dean Witter Discover
       3,250,000   5.65%, 2/29/96                                      3,157,677
                   First Interstate Bancorp
       6,000,000   10.50%, 3/1/96                                      6,130,737
       1,000,000   Ford Motor Credit Co.
                   8.25%, 5/15/96                                      1,012,777
      10,000,000   General Electric Capital Corp.
                   5.85%, 8/29/96                                      9,994,942
                   General Motors
                   Acceptance Corp.:
       5,000,000   5.88%, 9/25/95                                      4,980,400
       9,460,000   7.50%, 10/15/95                                     9,472,290
      10,000,000   5.66%, 3/8/96                                       9,702,850
                   Hanover Direct Series A
       2,400,000   6.1856%, 11/27/95                                   2,400,000
                   Hanover Direct Series B
       5,000,000   6.1856%, 11/27/95                                   5,000,000
                   J.P. Morgan and Co.
      10,000,000   5.75%, 8/7/96                                       9,991,117
                   Merrill Lynch and Co.:
      25,000,000   5.74%, 9/11/95                                     24,960,139
      25,000,000   5.75%, 9/18/95                                     24,932,118
                   Nationsbank Corp.:
      10,000,000   6.14%, 9/20/95                                      9,967,594
       5,000,000   6.12%, 10/2/95                                      4,973,650
                   Nynex Corp.:
      10,000,000   5.88%, 9/12/95                                      9,982,033

Principal Amount                                                    Market Value
- ----------------                                                    ------------
Short-Term Corporate Notes (cont'd)
      21,500,000   5.80%, 10/13/95                              $     21,354,517
                   Renault Credit:
      25,000,000   5.72%, 9/18/95                                     24,932,472
      10,100,000   5.88%, 9/28/95                                     10,055,459
                   Shoney's Inc., #3
       9,350,000   5.8705%, 9/25/95                                    9,350,000
                   Southern Container Corp.
      10,000,000   5.8835%, 9/25/95                                   10,000,000
                   Spiegel Funding Corp.:
       5,000,000   5.85%, 10/6/95                                      4,971,564
      10,000,000   5.68%, 10/10/95                                     9,938,467
                   Windsor at Pine Ridge:
       2,300,000   5.8705%, 9/25/95                                    2,300,000
       6,650,000   5.8835%, 9/25/95                                    6,650,000
                   Ziegler Corp.
       4,000,000   5.80%, 10/23/95                                     3,966,489
Total Short-Term Corporate Notes
  (amortized cost $303,952,478)                                      303,952,478
General Obligation Bonds - 5.3%
                   Los Angeles Metropolitan
                   Transit Authority:
       5,000,000   6.35%, 9/7/95                                       5,000,143
      10,000,000   5.95%, 9/18/95                                     10,000,000
      10,000,000   6.025%, 10/2/95                                    10,000,000
                   Richmond County, Georgia,
                   (Monsanto Co. Project),
      12,200,000   6.27%, 6/1/20                                      12,200,000
                   San Diego, California:
       5,000,000   5.95%, 9/1/00                                       4,999,854
       9,700,000   6.12%, 9/1/20                                       9,700,000
Total General Obligation Bonds
  (cost $51,899,997)                                                  51,899,997
Time Deposits - 1.9%
                   First Union Bank of
                   North Carolina
      18,300,000   5.8125%, 9/1/95
                   (cost $18,300,000)                                 18,300,000


                                       19
<PAGE>

Principal Amount                                                    Market Value
- ----------------                                                    ------------
Bank Notes - 6.1%
                   Bank of New York
       5,000,000   6.41%, 6/3/96                                $      5,000,000
                   Comerica Bank of Illinois
       5,000,000   5.76%, 9/29/95                                      4,999,145
                   First National Bank of Ohio
      10,000,000   5.95%, 8/1/96                                       9,995,600
                   First National Bank of Chicago:
       5,000,000   6.45%, 9/20/95                                      5,000,619
      10,000,000   6.12%, 8/26/96                                     10,000,000
                   Regions Bank of Louisiana
      15,000,000   6.40%, 10/5/95                                     15,000,000
                   Wachovia Bank of
                   North Carolina
       9,000,000   6.20%, 8/5/96                                       9,026,918
Total Bank Notes
  (amortized cost $59,022,282)                                        59,022,282
Taxable Variable Rate Demand Notes - 33.2%
       9,200,000   Ann Arundel Medical Center,
                   5.85%, 7/1/24                                       9,200,000
       2,200,000   Armstrong County, Pennsylvania,
                   Hospital Authority Revenue,
                   (St. Francis Financial Corp.),
                   Series A, 5.90%, 9/1/17                             2,200,000
       4,500,000   Bayliss Group Partners,
                   6.05%, 1/1/10                                       4,500,000
       3,500,000   Bessemer, Alabama, Industrial
                   Development Bond,
                   (Big B Inc. Project), Series B,
                   5.89%, 5/1/05                                       3,500,000
       3,200,000   Columbia County, Georgia,
                   Development Authority
                   Industrial Park Revenue,
                   5.95%, 3/1/10                                       3,200,000
       3,300,000   Community Health System, Inc.,
                   Series A, 6.05%, 10/1/03                            3,300,000
      10,000,000   FCC National Bank,
                   5.95%, 4/26/96                                      9,995,488
      15,900,000   Fontana, California, Public
                   Finance Authority COPS,
                   6.14%, 10/1/20                                     15,900,000
                   General Electric Capital Corp.,
                   Medium Term Notes:
      15,000,000   6.00%, 4/5/96                                      14,997,280
       3,000,000   6.03%, 4/19/96                                      3,000,000
                   General Motors Acceptance
                   Corp., Medium Term Notes:
      10,000,000   6.2812%, 12/22/95                                  10,003,812
       5,000,000   6.125%, 5/6/96                                      5,006,134
         100,000   Genesys Michigan Health
                   System Taxable Obligations,
                   Series A, 5.94%, 4/1/20                               100,000
       3,155,000   GMG Warehouse LLC,
                   5.90%, 5/15/25                                      3,155,000
         800,000   Great Bend, Kansas Economic
                   Development Revenue
                   Board, (Fuller Industries,
                   Inc. Project), 5.90%, 6/1/09                          800,000
       1,525,000   Health Care Taxable Obligation,
                   (Glencrest Real Estate &
                   Development LLC Project),
                   5.90%, 2/15/24                                      1,525,000
                   Health Insurance Plan
                   of Greater New York:
       4,700,000   Series B, 5.85%, 7/1/16                             4,700,000
       6,900,000   Series B-2, 5.85%, 7/1/20                           6,900,000
       6,800,000   Health Midwest Ventures
                   Group, Inc., Demand Bond
                   Series 1994A, 5.90%, 8/1/19                         6,800,000

Principal Amount                                                    Market Value
- ----------------                                                    ------------
Taxable Variable Rate Demand Notes (cont'd)
       1,900,000   Hinds County, Mississippi
                   Industrial Development
                   Revenue Bond, (Cal-Maine
                   Foods, Inc. Project),
                   5.95%, 11/1/05                               $      1,900,000
       2,100,000   Illinois Development Finance
                   Authority, (Chicago
                   Educational Television Assn.),
                   Series B, 5.90%,                                    2,100,000
       2,920,000   Letts Industries, Inc.,
                   5.90%, 2/1/20                                       2,920,000
       4,000,000   Liliha Partners L.P. of Hawaii,
                   6.05%, 8/1/24                                       4,000,000
      12,500,000   Mac Papers, Inc., 5.90%, 8/1/15                    12,500,000
         800,000   Maryland State Industrial
                   Development Financing
                   Authority Terminal Corp.
                   Facility Revenue,
                   6.08%, 9/1/09                                         800,000
                   Mississippi Business Finance
                   Industrial Development Bond:
       5,000,000   (Dana Lighting Inc. Project),
                   5.95%, 5/1/10                                       5,000,000
      11,500,000   (United Technologies Motor
                   Systems Inc. Project),
                   5.95%, 6/1/14                                      11,500,000
       6,000,000   (Choctaw Foods Inc. Project),
                   5.95%, 8/1/15                                       6,000,000
         130,000   (Bryan Foods, Inc. Project),
                   5.85%, 2/1/19                                         130,000
         170,000   Missouri State Economic
                   Development Export &
                   Infrastructures Industrial
                   Development Revenue,
                   (Able Body Corp. Project),
                   6.45%, 6/1/08                                         170,000
       1,000,000   Montgomery County
                   Pennsylvania Industrial
                   Development Authority,
                   (410 Horsham Associates
                   Project), 6.15%, 3/1/10                             1,000,000
                   New York City, New York,
                   General Obligation:
      20,000,000   6.00%, 8/1/14                                      20,000,000
      30,000,000   5.95%, 8/1/25                                      30,000,000
       2,470,000   Nova University, Florida,
                   Lease Revenue, (Miami
                   Dolphins Training Facility
                   Project), 5.95%, 3/1/03                             2,470,000
       5,800,000   Oxnard, California, Finance
                   Authority Refunding Lease
                   Revenue, 5.90%, 6/1/06                              5,800,000
       7,000,000   Pasadena, California, COPS,
                   (Los Robles Avenue
                   Parking Facility Project),
                   5.95%, 11/1/12                                      7,000,000
       1,800,000   Renssalaer County, New York
                   Industrial Development
                   Authority, (Allied Signal
                   Project), 5.94%, 9/1/1/09                           1,800,000
       3,175,000   St. Francis Hawaii Healthcare
                   Foundation Revenue Bond,
                   6.05%, 8/1/12                                       3,175,000
      25,500,000   San Bernardino County,
                   California, (County Center
                   Refining Project),
                   5.85%, 7/1/16                                      25,500,000


                                       20
<PAGE>

Principal Amount                                                    Market Value
- ----------------                                                    ------------
Taxable Variable Rate Demand Notes (cont'd)
       9,365,000   San Jose California Financing
                   Authority, (Hayes Mansion
                   Revenue Project), Series A,
                   6.15%, 12/1/25                               $      9,365,000
       1,000,000   South Central Texas Industrial
                   Development Bond,
                   (Rohr Industries Project),
                   5.90%, 5/1/20                                       1,000,000
      20,000,000   Taxable Adjustable Demand
                   Notes, 5.95%, 8/1/25                               20,000,000
       6,200,000   Texas Veterans' Housing
                   Assistance, 5.87%, 12/1/3                           6,200,000
       5,380,000   Union City, Tennessee,
                   Industrial Development Board,
                   Cobank Limited LLC Project),
                   5.95%, 1/1/25                                       5,380,000
       5,000,000   Venturecor, Inc., 5.90%, 5/15/35                    5,000,000
      24,350,000   Virginia State Housing
                   Development Authority
                   Residential Mortgage
                   Revenue, Series A,
                   5.95%, 3/1/02                                      24,350,000
Total Variable Rate Notes
  (amortized cost $323,842,715)                                      323,842,715
Certificates of Deposit - 12.3%
                   Bank of Tokyo, Portland:
      20,000,000   5.88%, 9/22/95                                     20,000,116
      20,000,000   5.90%, 9/25/95                                     20,000,398
                   Bayerische Vereinsbank:
      10,000,000   6.03%, 6/5/96                                      10,000,000
      10,000,000   5.95%, 7/22/96                                     10,000,000
                   Canadian Imperial Bank:
       5,000,000   6.40%, 6/5/96                                       5,000,000
      10,000,000   6.10%, 7/26/96                                     10,000,000
      45,000,000   Sanwa Bank Ltd., New York,
                   5.85%, 9/6/95                                      45,000,000
Total Certificates of Deposit
  (amortized cost $120,000,514)                                      120,000,514
Promissory Notes - 4.6%
      45,000,000   Goldman Sachs Group L.P.
                   5.9375%, 10/23/95
                   (cost $45,000,000)                                 45,000,000
Repurchase Agreements - 5.1%
      50,000,000   First Chicago Repurchase
                   Agreement, 5.88%, dated
                   8/31/95, maturing 9/1/95,
                   to be repurchased at
                   $50,008,167, collateralized
                   by: $50,890,000 United States
                   Treasury Note, 6.00%, 8/31/97,
                   with a value of $51,001,450
                  (cost $50,000,000)                                  50,000,000
Total Investments - 99.7%                                            972,017,986
Cash, Receivables and Other Assets,
  net of Liabilities - 0.3%                                            2,526,563
Net Assets - 100%                                                   $974,544,549


JANUS GOVERNMENT MONEY MARKET FUND
August 31, 1995 (unaudited)

Principal Amount                                                    Market Value
- ----------------                                                    ------------
U.S. Government Agency
Discount Note Obligations - 15.7%
                   Federal Farm Credit Bank
$      5,000,000   5.40%, 8/27/96                               $      4,729,250
                   Federal Home Loan Bank:
       1,000,000   5.51%, 2/5/96                                         975,970
       1,000,000   5.80%, 2/8/96                                         974,222
       2,000,000   5.50%, 5/3/96                                       1,925,139
       1,835,000   5.58%, 5/31/96                                      1,757,352
       2,000,000   5.98%, 7/3/96                                       2,000,000
       1,000,000   5.51%, 7/11/96                                        951,940
       2,000,000   5.44%, 7/12/96                                      1,904,800
       1,000,000   5.44%, 7/16/96                                        951,795
       1,000,000   5.44%, 8/1/96                                         949,378
                   Federal Home Loan
                   Mortgage Corp.
       2,000,000   5.83%, 11/1/95                                      1,980,243
                   Federal National
                   Mortgage Association:
       1,000,000   5.84%, 9/1/95                                       1,000,000
       1,000,000   5.84%, 10/18/95                                       992,376
       2,000,000   5.49%, 4/15/96                                      1,930,765
       2,000,000   5.39%, 6/20/96                                      1,912,263
Total U.S. Government Agency
  (amortized cost $24,935,493)                                        24,935,493
U.S. Government Agency Obligations -
Variable Notes - 21.7%
                   Federal Farm Credit
                   Medium Term Note
       5,000,000   6.20%, 3/21/96                                      4,999,701
       2,000,000   6.10%, 6/13/97                                      1,998,273
                   Federal Home Loan Bank:
       5,000,000   5.67%, 3/8/96                                       4,994,227
       5,000,000   6.18%, 9/6/96                                       5,018,366
                   Federal National Mortgage
                   Medium Term Notes:
       3,000,000   6.37%, 1/26/96                                      3,000,294
                   Student Loan
                   Marketing Association:
       5,000,000   5.86%, 12/14/95                                     5,000,000
       3,200,000   6.09%, 8/22/96                                      3,205,967
       1,240,000   5.93%, 3/3/97                                       1,240,118
       5,000,000   5.64%, 4/18/97                                      4,995,948
Total U.S. Government Agency - Variable
  Notes (amortized cost $34,452,894)                                  34,452,894
U.S. Government Agency Notes - .6%
                   Federal Home Loan Bank Note
       1,000,000   6.22%, 6/17/96
                   (amortized cost $1,000,000)                         1,000,000
Repurchase Agreements - 62.0%
      35,000,000   First Chicago Repurchase
                   Agreement, 5.88% dated
                   8/31/95, maturing 9/1/95,
                   to be repurchased at
                   $35,005,717, collateralized
                   by $35,625,000 in U.S.
                   Treasury Notes 6.00%,
                   8/31/97 with a value of
                   $35,703,019                                        35,000,000


                                       21
<PAGE>

Principal Amount                                                    Market Value
- ----------------                                                    ------------
Repurchase Agreements (cont'd)
      34,300,000   HSBC Repurchase Agreement,
                   5.86% dated 8/31/95,
                   maturing 9/1/95, to be
                   repurchased at $34,305,583
                   collateralized by: $32,550,000
                   in U.S. Treasury Notes:
                   6.00% - 7.875%, 9/30/99 -
                   11/30/99; with respective
                   values of $6,716,789,
                   $1,821,023, $1,849,125,
                   $3,661,495, $20,937,950                      $     34,300,000
      29,000,000   Morgan Stanley Repurchase
                   Agreement, 5.80% dated 8/31/95,
                   maturing 9/1/95,
                   to be repurchased at
                   $29,004,672 collateralized
                   by: $1,375,000 in Federal
                   National Conventional
                   Pooled Loans 7.50%, 8/1/25;
                   $97,396,000 in Federal
                   National Mortgage
                   Association Notes 1.9562%,
                   11/23/25; $24,550,000 in
                   U.S. Treasury Notes 7.75%,
                   3/31/96 with respective values
                   of $1,384,884, $2,649,610
                   and $25,624,033                                    29,000,000
Total Repurchase Agreements
  (cost $98,300,000)                                                  98,300,000
Total Investments - 100.2%                                           158,688,387
Liabilities, net of Cash, Receivables
  and Other Assets - (0.2%)                                            (258,640)
Net Assets - 100%                                                   $158,429,747


JANUS TAX-EXEMPT MONEY MARKET FUND
August 31, 1995 (unaudited)

Principal Amount                                                    Market Value
- ----------------                                                    ------------
General Obligation Notes - 18.1%
$      1,000,000   Allegheny County, Pennsylvania
                   Port Authority Grant
                   Anticipation Notes, Series A,
                   3.875%, 6/28/96                              $      1,000,000
       1,000,000   Baltimore, Maryland Industrial
                   Development Authority,
                   3.20%, 9/6/95                                       1,000,000
       1,000,000   Corcoran, California Joint
                   Unified School District, Tax
                   and Revenue Anticipation
                   Notes, 4.25%, 6/28/96                               1,001,188
       1,000,000   Harris County, Texas Hospital
                   District, 6.90%, 2/15/96                            1,013,530
       1,000,000   Maricopa County, Arizona
                   Unified High School District
                   Number 210, Phoenix Tax
                   Anticipation Notes,
                   Series A, 4.45%, 7/31/96                            1,004,237
         750,000   Metropolitan Government
                   Nashville and Davidson
                   County, Tennesse,
                   4.75%, 1/15/96                                        750,000
       3,295,000   Mono County, California Board
                   of Education Tax Anticipation
                   Notes, 4.50%, 6/28/96                               3,307,554
       1,500,000   North Carolina Eastern
                   3.20%, 9/6/95                                       1,500,000
       1,150,000   Port of Seattle, Washington
                   Revenue, Series A,
                   5.50%, 2/1/96                                       1,155,359
         300,000   State of Texas 3.25%, 10/5/95                         300,000
       1,000,000   Tuolomne County, California
                   Board of Education Tax and
                   Revenue Anticipation Notes,
                   4.50%, 6/28/96                                      1,004,367
Total General Obligation Notes
  (amortized cost $13,036,235)                                        13,036,235
Put Bonds - 5.8%
         500,000   Harris County, Texas Hospital
                   District, 8.50%, 4/1/15 522,481
       1,000,000   Klamath Falls, Oregon Electric
                   Revenue, (Salt Caves
                   Hydroelectric), Series A,
                   4.40%, 5/1/23                                       1,000,000
       2,180,000   Missouri State Environmental
                   Impact and  Energy  Resource
                   Authority,  Pollution Control 
                   Revenue, (Union Electric Co.),
                   Series B, 4.00%, 6/1/14                             2,180,000
         500,000   Pendleton, Kentucky
                   Self-Insurance Funding,
                   4.00%, 7/1/01                                         500,000
Total Put Bonds (amortized cost $4,202,481)                            4,202,481
Variable Rate Demand Notes - 77.6%
California - 15.6%
       3,500,000   California School Cash Reserve
                   Program Authority,
                   4.75%, 7/5/96                                       3,528,314
       3,100,000   California Statewide
                   Communities, (Whispering
                   Winds Apartments),
                   Series D, 3.90%, 12/1/22                            3,100,000


                                       22
<PAGE>

Principal Amount                                                    Market Value
- ----------------                                                    ------------
California (cont'd)
         500,000   Carlsbad Housing &
                   Redevelopment Commission,
                   (Seascape Village Project),
                   4.00%, 12/12/05                              $        500,000
                   Irvine Ranch Water District:
         800,000   (Consolidated Refunding
                   Project), Series B,
                   3.60%, 10/1/99                                        800,000
         300,000   (Consolidated Refunding
                   Project), Series B,
                   3.60%, 10/1/04                                        300,000
         200,000   (Consolidated Refunding
                   Project), Series B,
                   3.60%, 10/1/09                                        200,000
       1,000,000   (Waterworks Improvement
                   District), Series A,
                   3.60%, 11/15/13                                     1,000,000
       1,100,000   (Sewer Improvement District),
                   Series A, 3.60%, 11/15/13                           1,100,000
         300,000   (Consolidated Refunding
                   Project), 3.60%, 6/1/15                               300,000
         400,000   Orange County Apartment
                   Development Revenue,
                   (Aliso Creek Project),
                   Series B, 4.20%, 11/1/05                              400,000
                                                                      11,228,314
Florida - 1.5%
         200,000   Broward County Housing
                    Finance Authority
                    Multi-Family Housing
                    Revenue, (Jacaranda Village
                   Project), 3.60%, 9/1/97                               200,000
         200,000   Dade County, Florida
                   (Apartment Revenue),
                   Series A, 3.80%, 10/1/09                              200,000
         700,000   Pinellas County Housing
                   Finance Authority
                   Multi-Family Housing
                   Revenue, (Lynn Lake Arms
                   Phase II Project), Series II-A,
                   3.75%, 7/1/11                                         700,000
                                                                       1,100,000
Georgia - 5.9%
       1,900,000   Glynn-Brunswick Hospital
                   Authority Revenue, (S.E.
                   Georgia Regional Medical
                   Center Project), Series A,
                   3.75%, 8/1/09                                       1,900,000
       2,335,000   Peachtree City Development
                   Authority Revenue,
                   (Equitable PCDC Project),
                   3.75%, 7/1/10                                       2,335,000
                                                                       4,235,000
Illinois - 6.0%
       2,100,000   Bartlett Multi-Family Housing
                   Revenue, (Bartlett Square
                   Apartments), Series A,
                   3.65%, 3/1/25                                       2,100,000
         649,070   Illinois Village of Franklin Park,
                   (AM Castle and Company
                   Project), 3.70%, 6/1/17                               649,070
         187,500   Village of Rosemont, Illinois,
                   (AM Castle and Company
                   Project), 3.70%, 9/1/17                               187,500


Principal Amount                                                    Market Value
- ----------------                                                    ------------
Illinois (cont'd)
       1,400,000   Wood Dale Industrial
                   Development Revenue,
                   (Nippon Express, Inc. Project),
                   3.80%, 6/1/00                                $      1,400,000
                                                                       4,336,570
Kansas - 2.9%
       2,100,000   Wichita, Kansas Revenue,
                   (CSJ Health Systems Project),
                   Series XXV, 3.80%, 10/1/11                          2,100,000
Kentucky - 1.4%
       1,000,000   Calvert City, Kentucky PCRB
                   (Air Products and Chemical
                   Income Project), Series B,
                   3.65%, 2/1/07                                       1,000,000
Louisiana - 4.4%
       1,620,000   Quachita, Louisiana Industrial
                   Development Bond (McRaes
                   Inc. Project), 3.75%, 7/1/04                        1,620,000
         100,000   South Louisiana Port Comm
                   Marine Term Facility Authority,
                   (Occidental Petroleum
                   Project), 3.60%, 7/1/21                               100,000
       1,485,000   Sulphur, Louisiana Industrial
                   Development Revenue,
                   (La Quinta Inns Project),
                   3.75%, 12/1/04                                      1,485,000
                                                                       3,205,000
Maryland - 4.9%
       3,500,000   Baltimore, Maryland (Terminal
                   Corp. Project), 3.70%, 8/1/16                       3,500,000
Minnesota - 0.1%
         100,000   Austin Commercial
                   Development Revenue,
                   (Hy-Vee Foods, Inc. Project),
                   3.75%, 12/1/04                                        100,000
Missouri - 3.1%
         195,000   Columbia Certificate of
                   Participation Authority,
                   3.60%, 8/15/99                                        195,000
         973,000   Kansas City Industrial
                   Development Authority,
                   (AM Castle and Company
                   Project), 3.70%, 6/1/10                               973,000
         500,000   Missouri Health Education
                   Financing Authority Hospital
                   Finance Revenue, (SSM
                   Health Care Project),
                   3.90%, 6/1/06                                         500,000
         600,000   West Plains Industrial Revenue
                   Authority, (West Plains Manor
                   Project), 4.05%, 11/1/10                              600,000
                                                                       2,268,000
New York - 1.3%
         900,000   Ontario County, NY Industrial
                   Development Authority,
                   (Eastman Kodak/V Assoc.
                   Project), 4.75%, 8/1/15                               900,000
Ohio - 0.8%
         590,000   Ohio Industrial Development
                   Revenue Bond, (AM Castle and
                   Company Project),
                   3.70%, 12/1/06                                        590,000


                                       23
<PAGE>

Principal Amount                                                    Market Value
- ----------------                                                    ------------
Oklahoma - 4.3%
         615,000   Claremore Redevelopment
                   Authority Industrial
                   Development Revenue,
                   (Worthington Cylinder Corp.
                   Project), 3.75%, 1/1/11                      $        615,000
       2,500,000   Tulsa Home Finance Authority,
                   (Greenbriar Project),
                   Series B, 4.00%, 3/15/05                            2,500,000
                                                                       3,115,000
Pennsylvania - 3.5%
       1,000,000   Chester County Industrial
                   Development Revenue,
                   (Woods Project),
                   3.70%, 3/31/15                                      1,000,000
         200,000   Delaware Valley Regional
                   Financing Authority,
                   Series 1985A-1V 1991,
                   3.60%, 12/1/17                                        200,000
       1,300,000   Venango Industrial
                   Development Authority,
                   (Pennzoil Co. Project),
                   Series A, 4.25%, 12/1/12                            1,300,000
                                                                       2,500,000
South Carolina - 3.5%
       2,000,000   Dorchester County (BOC Group
                   Project), 3.75%, 12/8/00                            2,000,000
         500,000   Lexington County
                   (Charter Rivers Hospital),
                   3.70%, 6/1/07                                         500,000
                                                                       2,500,000
Tennessee - 11.1%
       2,500,000   Greeneville Health &
                   Educational Facilities Board,
                   (Laughlin Memorial Hospital,
                   Inc. Project), 3.70%, 10/1/14                       2,500,000
       2,500,000   Hamilton County (Tennessee
                   Aquarium - IMAX),
                   3.70%, 3/1/15                                       2,500,000
                   Metropolitan Government
                   Nashville & Davidson County
                   Health and Educational
                   Facilities Board:
       1,000,000   (Belmont University Project),
                   3.75%, 8/1/09                                       1,000,000
       2,000,000   (Richland Place, Inc. Project),
                   3.55%, 5/1/23                                       2,000,000
                                                                       8,000,000


Principal Amount                                                    Market Value
- ----------------                                                    ------------
Texas - 7.2%
         100,000   Grapevine Industrial
                   Development Corp. Revenue,
                   (American Airlines Inc.),
                   Series A-4 3.50%, 12/1/24                    $        100,000
       1,400,000   Harris County Health Facilities
                   Development Corp. Hospital
                   Revenue, (Memorial Senior
                   Services, Inc. Project),
                   3.65%, 5/1/18                                       1,400,000
       1,800,000   Lubbock, Texas Hospital
                   Finance Development Corp.
                   Revenue, (Charter Plains
                   Hospital Project),
                   3.70%, 10/1/13                                      1,800,000
       1,910,000   Maverick County Industrial
                   Developement Revenue
                   Bond, (La Quinta Motor Inns),
                   3.75%, 12/1/01                                      1,910,000
                                                                       5,210,000
Wisconsin - 0.1%
         100,000   Wisconsin Health & Educational
                   Facilities Authority, (Felican
                   Health Care, Inc. Project),
                   3.80%, 1/1/19                                         100,000
Total Variable Rate Notes
  (amortized cost $55,987,884)                                        55,987,884
Total Investments - 101.5%                                            73,226,600
Cash, Receivables and other Assets,
  net of Liabilities - (1.5%)                                        (1,086,522)
Net Assets - 100%                                                    $72,140,078


                                       24
<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+.


                                       25
<PAGE>

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

DUFF & PHELPS INC.

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

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

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

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

THOMSON BANKWATCH, INC.

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

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

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

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

IBCA, INC.

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

A2   - Obligations supported by a good capacity for timely repayment.

A3   - Obligations supported by a satisfactory capacity for timely repayment.

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

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


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<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 

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<PAGE>

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.

     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.


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