JANUS INVESTMENT FUND
485BPOS, 1995-11-28
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                                                        Registration No. 2-34393

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

         Pre-Effective Amendment No.                                   /__/

   
         Post-Effective Amendment No.   70                             /X/
    

                                                      and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
         OF 1940

   
         Amendment No.   53                                            /X/
    

                                         (Check appropriate box or boxes.)

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

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

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

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

Approximate Date of Proposed Offering:  November 28, 1995
    

It is proposed that this filing will become effective (check appropriate line):

     X immediately  upon filing  pursuant to paragraph (b) of Rule 485.
       on (date) pursuant to paragraph (b) of Rule 485.
       60 days after filing pursuant to paragraph (a)(1) of Rule 485.
       on (date) pursuant to paragraph (a)(1) of Rule 485.
       75 days after filing pursuant to paragraph (a)(2) of Rule 485.
       on (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following line:

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

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


<PAGE>

   
                              JANUS INVESTMENT FUND
                           (Janus High-Yield Fund and
                               Janus Olympus Fund)

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


FORM N-1A ITEM                     CAPTION IN PROSPECTUS

PART A


1.  Cover Page                     Cover Page

   
2.  Synopsis                       Cover Page; The Fund at a Glance; Expense
                                   Information

3.  Condensed Financial            Performance Terms
    Information

4.  General Description of         The Fund in Detail - The Fund's Investment
    Registrant                     Objectives and Policies; The Fund in Detail-
                                   General Portfolio Policies; The Fund in 
                                   Detail - Additional Risk Factors

5.  Management of the Fund         Management of the Fund

6.  Capital Stock and Other        Distributions and Taxes; Shareholder's Manual
    Securities

7.  Purchase of Securities Being   Shareholder's Manual
    Offered

8.  Redemption or Repurchase       Shareholder's Manual
    

9.  Pending Legal Proceedings      Not Applicable


<PAGE>

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


10. Cover Page                     Cover Page

11. Table of Contents              Table of Contents

   
12. General Information and        Not Applicable
    History

13. Investment Objectives and      Investment Policies, Restrictions and
    Policies                       Techniques; Appendix A

14. Management of the Fund         Investment Adviser; Officers and Trustees
    

15. Control Persons and Principal  Not Applicable
    Holders of Securities

   
16. Investment Advisory and        Investment Adviser; Custodian, Transfer Agent
    Other Services                 and Certain Affiliations; Portfolio 
                                   Transactions and Brokerage; Officers and 
                                   Trustees; Miscellaneous Information
    

17. Brokerage Allocation and       Portfolio Transactions and Brokerage
    Other Practices

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

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

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

21. Underwriters                   Custodian, Transfer Agent and Certain
                                   Affiliations

   
22. Calculation of Performance     Performance Information
    Data

23. Financial Statements           Not Applicable
    

<PAGE>

CONTENTS

THE FUND AT A GLANCE
Brief description of the Fund .............................................    1
EXPENSE INFORMATION
The Fund's annual operating expenses ......................................    1
THE FUND IN DETAIL
   
The Fund's Investment Objectives ..........................................    2
Types of Investments ......................................................    2
    
General Portfolio Policies ................................................    3
Additional Risk Factors ...................................................    4
PERFORMANCE TERMS
An Explanation of Performance Terms .......................................    6
SHAREHOLDER'S MANUAL
Types of Account Ownership ................................................    7
How to Open an Account ....................................................    8
How to Purchase Shares ....................................................    8
How to Exchange Shares ....................................................    9
How to Redeem Shares ......................................................    9
  SHAREHOLDER SERVICES AND ACCOUNT POLICIES
JETS(R) ...................................................................   11
Transactions Through Processing Organizations .............................   11
   
Taxpayer Identification Number ............................................   11
    
Share Certificates ........................................................   11
   
Account Minimums ..........................................................   11
    
Involuntary Redemptions ...................................................   11
   
Uncashed Checks ...........................................................   11
    
Telephone Transactions ....................................................   11
Making Changes to Your Account ............................................   11
Statements and Reports ....................................................   11
MANAGEMENT OF THE FUND
   
Investment Adviser and Portfolio Manager ..................................   12
    
Management Expenses .......................................................   12
Portfolio Transactions ....................................................   12
Other Service Providers ...................................................   13
Other Information .........................................................   13
DISTRIBUTIONS AND TAXES
   
Distributions .............................................................   14
Taxes .....................................................................   14
    
APPENDIX A
   
Glossary of Investment Terms ..............................................   15
    
APPENDIX B
Explanation of Rating Categories ..........................................   17

       


                                     [LOGO]
                             JANUS HIGH-YIELD FUND

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

                                   Prospectus
                               November 28, 1995



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

THE FUND MAY INVEST ALL OF ITS ASSETS IN HIGH-YIELD  CORPORATE DEBT  SECURITIES,
COMMONLY KNOWN AS "JUNK BONDS." THESE SECURITIES ENTAIL GREATER RISKS, INCLUDING
A GREATER RISK OF DEFAULT, THAN HIGHER QUALITY SECURITIES.  YOU SHOULD CAREFULLY
CONSIDER  THE  GREATER  RISKS OF JUNK  BONDS  BEFORE  INVESTING.  SEE  "TYPES OF
INVESTMENTS" ON PAGE 2 AND  "ADDITIONAL  RISK FACTORS" ON PAGE 4. SEE APPENDIX B
AT PAGE 17 FOR A DESCRIPTION OF BOND RATING CATEGORIES.
    

For complete  information on how to purchase,  exchange and sell shares,  please
see the Shareholder's Manual beginning on page 7.

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

   
Additional  information about the Fund is contained in a Statement of Additional
Information  ("SAI")  filed with the SEC. The SAI dated  November  28, 1995,  is
incorporated by reference into this Prospectus.  For a copy of the SAI, write or
call the Fund at the address or phone number listed above.
    

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

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

       

<PAGE>

THE FUND AT A GLANCE

INVESTMENT OBJECTIVES:

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

PRIMARY HOLDINGS:

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

SHAREHOLDER'S INVESTMENT HORIZON:

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

FUND ADVISER:

   
Janus Capital  Corporation  ("Janus  Capital")  serves as the Fund's  investment
adviser.  Janus Capital has been in the investment advisory business for over 25
years and currently manages more than $30 billion in assets.
    

FUND MANAGER:

Ronald V. Speaker

FUND INCEPTION:

December 1995


EXPENSE INFORMATION

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

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

SHAREHOLDER TRANSACTION EXPENSES

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

*    There is an $8 service fee for redemptions by wire.
**   You may be charged a $5 transaction fee for excessive  exchanges.  See "How
     to Exchange Shares" on page 9.
    


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

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


EXAMPLE(1)
- --------------------------------------------------------------------------------
                                            1 Year          3 Years
- --------------------------------------------------------------------------------
Assume you invest $1,000, the Fund
returns 5% annually and the expense
ratio remains as listed above. This
example shows the operating expenses
that you would indirectly bear as an
investor in the Fund.                        $10              $32
- --------------------------------------------------------------------------------
(1)  The fees and  expenses  in the  table  and  example  above are based on the
     estimated  fees and expenses  that the Fund expects to incur in its initial
     fiscal year, net of fee waivers from Janus  Capital.  Without such waivers,
     the Management  Fee,  Other Expenses and Total Fund Operating  Expenses are
     estimated to be .75%, .52% and 1.27%, respectively.

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


   
JANUS HIGH-YIELD FUND PROSPECTUS                               NOVEMBER 28, 1995
    

                                       1
<PAGE>

THE FUND IN DETAIL

   
This section takes a closer look at the Fund's investment  objectives,  policies
and the securities in which it invests.  Please carefully review the "Additional
Risk Factors"  section of this Prospectus for a more detailed  discussion of the
risks associated with certain investment  techniques and refer to Appendix A for
a more detailed  description of the Fund's investments (and certain of the risks
associated  with those  investments).  You should  carefully  consider  your own
investment goals, time horizon and risk tolerance before investing in the Fund.
    

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

INVESTMENT OBJECTIVES

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

TYPES OF INVESTMENTS

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

The high  yields  sought  by the Fund are  expected  to  result  primarily  from
investments in longer-term,  lower quality corporate bonds, commonly referred to
as "junk" bonds.  The Fund considers  lower quality  securities to be securities
rated  below  investment  grade  by  established   rating  agencies  or  unrated
securities of  comparable  quality.  Securities  rated BB or lower by Standard &
Poor's  Ratings  Services  ("Standard  &  Poor's")  or Ba or  lower  by  Moody's
Investors  Service,  Inc.  ("Moody's") are below investment grade. Lower quality
securities are often  considered to be speculative  and involve  greater risk of
default or price changes due to changes in interest rates,  economic  conditions
and the issuer's  creditworthiness.  As a result,  their market  prices tend to
fluctuate more than higher quality securities of comparable maturity. Additional
risks of lower quality  securities are described under "Additional Risk Factors"
on page 4.

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

The Fund may invest  without  limit in foreign  securities,  including  those of
corporate and government issuers.  The risks of foreign securities are described
under "Additional Risk Factors" on page 4.

The Fund may also invest in mortgage- and asset-backed securities;  zero coupon,
pay-in-kind and step coupon securities;  securities  purchased on a when-issued,
delayed delivery or forward commitment basis; and indexed/structured securities.
The  Fund  may  use  futures,   options,  swaps,  forward  contracts  and  other
derivatives  for  hedging  purposes  or for other  purposes,  such as  enhancing
return. See "Additional Risk Factors" on page 4 and Appendix A.

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

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

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

THE FOLLOWING QUESTIONS ARE DESIGNED TO HELP YOU BETTER UNDERSTAND AN INVESTMENT
IN THE FUND.

WHAT IS MEANT BY "CREDIT QUALITY"?

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

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

HOW IS CREDIT QUALITY MEASURED?

   
Ratings published by nationally  recognized  statistical rating agencies such as
Standard 


JANUS HIGH-YIELD FUND PROSPECTUS                               NOVEMBER 28, 1995
    

                                       2
<PAGE>

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

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

   
WHAT IS A HIGH-YIELD/HIGH-RISK SECURITY?
    

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

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

   
WHAT RISKS DO HIGH-YIELD/HIGH-RISK SECURITIES PRESENT?
    

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

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

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

HOW DO INTEREST RATES AFFECT THE VALUE OF MY INVESTMENT?

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

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

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

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

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

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

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

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

HOW DOES THE FUND MANAGE INTEREST RATE RISK?

The Fund may vary the average-weighted  maturity of its portfolio to reflect its
portfolio  manager's  analysis of interest  rate trends and other  factors.  The
Fund's  average-weighted  maturity  will tend to be shorter  when its  portfolio
manager  expects  interest  rates to rise and longer when its portfolio  manager
expects interest rates to fall. The Fund may also use futures, options and other
derivatives to manage interest rate risk. See "Additional  Risk Factors" on page
4.

GENERAL PORTFOLIO POLICIES

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

DIVERSIFICATION

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

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

o    As a fundamental  policy, with respect to 75% of its total assets, the Fund
     will not 


   
JANUS HIGH-YIELD FUND PROSPECTUS                               NOVEMBER 28, 1995
    

                                       3
<PAGE>

     purchase  a  security  of any  issuer  (other  than  cash  items  and  U.S.
     government  securities,  as defined in the 1940 Act) if such purchase would
     cause the Fund's  holdings  of that issuer to amount to more than 5% of the
     Fund's total assets.

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

INDUSTRY CONCENTRATION

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

PORTFOLIO TURNOVER

The Fund  generally  intends to purchase  securities  for  long-term  investment
rather than short-term gains. However,  short-term  transactions may result from
liquidity  needs,   securities  having  reached  a  price  or  yield  objective,
anticipated changes in interest rates or the credit standing of an issuer, or by
reason  of  economic  or  other  developments  not  foreseen  at the time of the
investment  decision.  Changes  are made in the Fund's  portfolio  whenever  its
portfolio manager believes such changes are desirable.  Portfolio turnover rates
are generally not a factor in making buy and sell decisions.

To a  limited  extent,  the Fund may  purchase  securities  in  anticipation  of
relatively  short-term  price  gains.  The Fund may also sell one  security  and
simultaneously  purchase the same or a comparable  security to take advantage of
short-term   differentials  in  bond  yields  or  securities  prices.  Increased
portfolio turnover may result in higher costs for brokerage commissions,  dealer
mark-ups  and other  transaction  costs and may also  result in taxable  capital
gains. Certain tax rules may restrict the Fund's ability to engage in short-term
trading if the security has been held for less than three months.

ILLIQUID INVESTMENTS

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

BORROWING AND LENDING

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

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

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

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

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

       

ADDITIONAL RISK FACTORS

HIGH-YIELD/HIGH-RISK BONDS

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

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

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


JANUS HIGH-YIELD FUND PROSPECTUS                               NOVEMBER 28, 1995
    

                                       4
<PAGE>

The market for lower quality securities is generally less liquid than the market
for higher quality bonds.  Adverse publicity and investor perceptions as well as
new or proposed laws may also have a greater  negative  impact on the market for
lower quality  securities.  Unrated debt, while not necessarily of lower quality
than rated securities, may not have as broad a market. Sovereign debt of foreign
governments  is generally  rated by country.  Because  these ratings do not take
into account  individual  factors  relevant to each issue and may not be updated
regularly, Janus Capital may treat such securities as unrated debt.

   
The market  prices of  high-yield/high-risk  bonds  structured as zero coupon or
pay-in-kind  securities  are generally  affected to a greater extent by interest
rate changes and tend to be more  volatile  than  securities  which pay interest
periodically.  In addition, zero coupon,  pay-in-kind and delayed interest bonds
do not pay interest until maturity.  However, the Fund must recognize a computed
amount of interest income and pay dividends to  shareholders  even though it has
received no cash.  In some  instances,  the Fund may have to sell  securities to
have sufficient cash to pay the dividends.
    

FOREIGN SECURITIES

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

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

   
o    Currency  Risk.  The Fund may buy the local currency when it buys a foreign
     currency denominated security and sell the local currency when it sells the
     security.  As long as the Fund holds a foreign security,  its value will be
     affected by the value of the local  currency  relative to the U.S.  dollar.
     When the Fund sells a foreign security, its value may be worth less in U.S.
     dollars  even though the security  increases in value in its home  country.
     U.S. dollar denominated  securities of foreign issuers may also be affected
     by currency risk.
    

o    Political  and  Economic  Risk.  Foreign  investments  may  be  subject  to
     heightened political and economic risks,  particularly in underdeveloped or
     developing  countries  which may have relatively  unstable  governments and
     economies based on only a few industries.  In some countries,  there is the
     risk that the  government  may take  over the  assets  or  operations  of a
     company or that the government may impose taxes or limits on the removal of
     the Fund's assets from that country.

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

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

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

FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS

   
The Fund may enter into futures  contracts on securities,  financial indices and
foreign currencies and options on such contracts  ("futures  contracts") and may
invest in  options on  securities,  financial  indices  and  foreign  currencies
("options"), forward contracts and interest rate swaps and swap-related products
(collectively,   "derivative  instruments").   The  Fund  intends  to  use  most
derivative  instruments  primarily to hedge the value of its  portfolio  against
potential  adverse movements in securities  prices,  foreign currency markets or
interest  rates.  To  a  limited  extent,  the  Fund  may  also  use  derivative
instruments  for  non-hedging  purposes  such as seeking to increase  the Fund's
income or  otherwise  seeking to enhance  return.  Please refer to Appendix A to
this Prospectus and the SAI for a more detailed discussion of these instruments.
    

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

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

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

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

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

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


   
JANUS HIGH-YIELD FUND PROSPECTUS                               NOVEMBER 28, 1995
    

                                       5
<PAGE>

o    leverage  risk,  that is,  the risk  that  adverse  price  movements  in an
     instrument  can  result in a loss  substantially  greater  than the  Fund's
     initial investment in that instrument (in some cases, the potential loss is
     unlimited); and

o    particularly in the case of privately negotiated instruments, the risk that
     the counterparty  will fail to perform its  obligations,  which could leave
     the Fund worse off than if it had not entered into the position.

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

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

SPECIAL SITUATIONS

The Fund may  invest  in  "special  situations"  from  time to time.  A  special
situation  arises  when,  in the opinion of the Fund's  portfolio  manager,  the
securities of a particular issuer will be recognized and appreciate in value due
to a specific development with respect to that issuer.  Developments  creating a
special  situation  might  include,  among others,  a new product or process,  a
technological breakthrough, a management change or other extraordinary corporate
event,  or  differences  in  market  supply  of and  demand  for  the  security.
Investment in special  situations  may carry an  additional  risk of loss in the
event that the  anticipated  development  does not occur or does not attract the
expected attention.

See Appendix A for risks associated with certain other investments.

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

PERFORMANCE TERMS

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

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

Average annual total return  represents the average annual  percentage change of
an investment over a specified period. It is calculated by taking the cumulative
total return for the stated period and  determining  what constant annual return
would have produced the same cumulative return.  Average annual returns for more
than one year tend to smooth out variations in the Fund's return and are not the
same as actual annual results.

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

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

THE FUND  IMPOSES NO SALES OR OTHER  CHARGES  THAT WOULD  AFFECT TOTAL RETURN OR
YIELD  COMPUTATIONS.  FUND PERFORMANCE FIGURES ARE BASED UPON HISTORICAL RESULTS
AND ARE NOT INTENDED TO INDICATE FUTURE PERFORMANCE.  INVESTMENT RETURNS AND NET
ASSET VALUE WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES,  WHEN REDEEMED,  MAY BE
WORTH MORE OR LESS THAN THEIR ORIGINAL COST.


   
JANUS HIGH-YIELD FUND PROSPECTUS                               NOVEMBER 28, 1995
    

                                       6
<PAGE>

SHAREHOLDER'S MANUAL

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

HOW TO GET IN TOUCH WITH JANUS

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

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

*There is a $100 minimum subsequent monthly  investment.  Minimums may be waived
for certain  accounts that  participate in an automatic  group billing  purchase
program or automatic payroll deduction program.
- --------------------------------------------------------------------------------
    

TYPES OF ACCOUNT OWNERSHIP

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

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

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

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

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

RETIREMENT ACCOUNTS

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

   
Investors  Fiduciary Trust Company serves as custodian for the Retirement  Plans
offered by the Fund.  There is an annual $12 fee per  account to  maintain  your
retirement  account.  The maximum annual fee is $24 per taxpayer  identification
number. You may pay the fee by check or have it automatically deducted from your
account (usually in December).
    

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

o    Individual  Retirement  Account: An IRA allows individuals under the age of
     70 1/2 with earned income to  contribute up to the lesser of $2,000 or 100%
     of compensation  annually.  Please refer to the Janus Funds IRA booklet for
     complete information regarding IRAs.

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

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

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


   
JANUS HIGH-YIELD FUND PROSPECTUS                               NOVEMBER 28, 1995
    

                                       7
<PAGE>

HOW TO OPEN YOUR JANUS ACCOUNT

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

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

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

INVESTOR SERVICE CENTERS

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

100 Fillmore Street, Suite 100
Denver, CO 80206

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

HOW TO PURCHASE SHARES

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

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

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

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

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

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

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

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

   
ONCE YOU HAVE OPENED YOUR JANUS  ACCOUNT,  THE MINIMUM  AMOUNT FOR AN ADDITIONAL
INVESTMENT  IS $100.  You may add to your account at any time through any of the
following options:
    

BY MAIL

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

BY TELEPHONE

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

BY WIRE

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

AUTOMATIC INVESTMENT PROGRAMS

   
Automatic investing is an easy way to systematically add to your account.  Janus
offers  several  automatic  investment  plans to help  investors  achieve  their
financial goals as simply and conveniently as possible. Our automatic investment
programs  allow you to open an account  with as little as $500 if you  establish
automatic monthly investments for $100 or more.

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

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

   
o    SYSTEMATIC EXCHANGE
     With a Systematic Exchange you determine the amount of money ($100 minimum)
     you would like automatically exchanged from one Janus account to another on
     any day of the month. For more information on how to establish this option,
     call 1-800-525-3713.


JANUS HIGH-YIELD FUND PROSPECTUS                               NOVEMBER 28, 1995
    

                                       8
<PAGE>

HOW TO EXCHANGE SHARES

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

IN WRITING

To request an exchange in writing,  please follow the  instructions  for written
requests on page 10.

BY TELEPHONE

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

BY SYSTEMATIC EXCHANGE

   
As noted above, a Systematic Exchange may be established for as little as $100 a
month.

EXCHANGE POLICIES 
    

Please note our exchange policies:

   
o    Except for Systematic  Exchanges,  the exchange  minimum is $2,500,  or the
     total account value if less than $2,500.

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

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

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

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

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

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

QUICK ADDRESS AND TELEPHONE REFERENCE

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

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

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

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

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

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

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

HOW TO REDEEM SHARES

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

       

IN WRITING

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

BY TELEPHONE

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

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

SYSTEMATIC WITHDRAWAL PLAN ("SWP")

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

PAYMENT OF REDEMPTION PROCEEDS

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

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


   
JANUS HIGH-YIELD FUND PROSPECTUS                               NOVEMBER 28, 1995
    

                                       9
<PAGE>

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

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

WRITTEN INSTRUCTIONS

To redeem or exchange all or part of your shares in writing, your request should
be sent to one of the addresses  listed on page 8 and must include the following
information:

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

o    SIGNATURE REQUIREMENTS BASED ON ACCOUNT TYPE

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

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

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

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

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

     o    IRA: Written  instructions must be signed by the account owner. If you
          do not want federal income tax withheld from your redemption, you must
          state that you elect not to have such withholding  apply. In addition,
          your instructions must state whether the distribution is normal (after
          age 59 1/2)  or  premature  (before  age 59 1/2)  and,  if  premature,
          whether any exceptions  such as death or disability  apply with regard
          to the 10% additional tax on early distributions.

PRICING OF FUND SHARES

All  purchases,  redemptions  and  exchanges  will be  processed at the NAV next
calculated  after  your  request is  received  and  approved.  The Fund's NAV is
calculated  at the close of the  regular  trading  session of the New York Stock
Exchange (the "NYSE")  (normally 4:00 p.m. New York time) each day that the NYSE
is open. In order to receive a day's price,  your order must be received by 4:00
p.m. New York time.  NAV per share is  calculated by dividing the total value of
the Fund's securities,  and other assets, less liabilities,  by the total number
of shares  outstanding.  Securities  are valued at market  value or, if a market
quotation is not readily available, at their fair value determined in good faith
under  procedures  established  by and under the  supervision  of the  Trustees.
Short-term  instruments  maturing  within 60 days are valued at amortized  cost,
which approximates market value. See the SAI for more detailed information.

SIGNATURE GUARANTEE

In  addition  to the  signature  requirements,  A  SIGNATURE  GUARANTEE  IS ALSO
REQUIRED if any of the following is applicable:

o    The redemption exceeds $100,000.

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

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

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

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

HOW TO OBTAIN A SIGNATURE GUARANTEE

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

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


   
JANUS HIGH-YIELD FUND PROSPECTUS                               NOVEMBER 28, 1995
    

                                       10
<PAGE>

SHAREHOLDER SERVICES AND ACCOUNT POLICIES

JANUS ELECTRONIC TELEPHONE SERVICE (JETS(R))

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

TRANSACTIONS THROUGH PROCESSING ORGANIZATIONS

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

   
TAXPAYER IDENTIFICATION NUMBER
    

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

SHARE CERTIFICATES

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

   
ACCOUNT MINIMUMS

Minimum  account  requirements  are noted on page 7. Due to the  proportionately
higher costs of maintaining small accounts, Janus reserves the right to deduct a
$10 annual  maintenance  fee (or the value of the account if less than $10) from
accounts  with  values  below the stated  minimums  or to close  such  accounts.
Automatic Monthly Investment Program  participants are subject to a $500 minimum
so long as the  program is not  discontinued  before the account  value  reaches
$2,500.  It is  expected  that  accounts  will be valued and the $10 fee will be
assessed on the second Friday of September of each year. You will receive notice
before we charge the $10 fee or close your account so that you may increase your
account balance to the required minimum.
    

INVOLUNTARY REDEMPTIONS

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

UNCASHED CHECKS

The Fund reserves the right to reinvest  undeliverable  or uncashed  checks that
remain  outstanding  for six  months  in  shares  of the  Fund as of the date of
cancellation. Any subsequent distributions may also be reinvested.
    

TELEPHONE TRANSACTIONS

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

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

TEMPORARY SUSPENSION OF SERVICES

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

ADDRESS CHANGES

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

REGISTRATION CHANGES

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

STATEMENTS AND REPORTS

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

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


JANUS HIGH-YIELD FUND PROSPECTUS                               NOVEMBER 28, 1995
    

                                       11
<PAGE>

MANAGEMENT OF THE FUND

TRUSTEES

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

INVESTMENT ADVISER

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

Janus  Capital has served as investment  adviser to certain  series of the Trust
since 1970 and currently serves as investment adviser to all of the Janus funds,
as well  as  adviser  or  subadviser  to  other  mutual  funds  and  individual,
corporate, charitable and retirement accounts.

Kansas City Southern  Industries,  Inc.  ("KCSI") owns  approximately 83% of the
outstanding  voting stock of Janus  Capital,  most of which it acquired in 1984.
KCSI is a publicly traded holding company whose primary subsidiaries are engaged
in  transportation,  information  processing and financial  services.  Thomas H.
Bailey, President and Chairman of the Board of Janus Capital, owns approximately
12% of its voting stock and, by agreement with KCSI, selects a majority of Janus
Capital's Board.

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

PORTFOLIO MANAGER

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

PERSONAL INVESTING

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

PORTFOLIO TRANSACTIONS

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

BREAKDOWN OF MANAGEMENT EXPENSES AND EXPENSE LIMITS

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

   
The Fund incurs expenses not assumed by Janus Capital,  including transfer agent
and custodian fees and expenses,  legal and auditing fees,  printing and mailing
costs of sending  reports and other  information to existing  shareholders,  and
independent Trustees' fees and expenses.


JANUS HIGH-YIELD FUND PROSPECTUS                               NOVEMBER 28, 1995
    

                                       12
<PAGE>

OTHER SERVICE PROVIDERS

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

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

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

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

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

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

OTHER INFORMATION

ORGANIZATION

The Trust is a "mutual  fund" that was  organized  as a  Massachusetts  business
trust on February 11, 1986.  A mutual fund is an  investment  vehicle that pools
money from  numerous  investors  and  invests  the money to achieve a  specified
objective.

   
The Trust consists of 18 separate  series,  three of which  currently  offer two
classes  of  shares.  The Trust  currently  offers  the other 17 series by other
prospectuses.
    

SHAREHOLDER MEETINGS

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

SIZE OF THE FUND

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

MASTER/FEEDER OPTION

   
The Trust may in the future seek to achieve the Fund's  investment  objective by
investing all of the Fund's assets in another investment company having the same
investment   objective  and  substantially  the  same  investment  policies  and
restrictions  as those  applicable  to the Fund.  It is  expected  that any such
investment  company would be managed by Janus Capital in substantially  the same
manner as the Fund. The  shareholders  of the Trust of record on April 30, 1992,
and the initial  shareholder(s) of the Fund, have voted to vest authority to use
this  investment  structure in the sole  discretion of the Trustees.  No further
approval of the shareholders of the Fund is required.  You will receive at least
30 days' prior notice of any such investment. Such investment would be made only
if the  Trustees  determine  it to be in the best  interests of the Fund and its
shareholders.  In making that  determination  the Trustees will consider,  among
other things,  the benefits to  shareholders  and/or the  opportunity  to reduce
costs and achieve operational efficiencies.  Although the Fund believes that the
Trustees  will not  approve  an  arrangement  that is likely to result in higher
costs,  no  assurance  is given that costs  will be  materially  reduced if this
option is implemented.


JANUS HIGH-YIELD FUND PROSPECTUS                               NOVEMBER 28, 1995
    

                                       13
<PAGE>

DISTRIBUTIONS AND TAXES

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

DISTRIBUTIONS

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

HOW DISTRIBUTIONS AFFECT THE FUND'S NAV

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

"BUYING A DIVIDEND"

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

DISTRIBUTION OPTIONS

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

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

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

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

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

TAXES

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

TAXES ON DISTRIBUTIONS

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

TAXATION OF THE FUND

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

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


   
JANUS HIGH-YIELD FUND PROSPECTUS                               NOVEMBER 28, 1995
    

                                       14
<PAGE>

APPENDIX A

   
GLOSSARY OF INVESTMENT TERMS
    

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

I. EQUITY AND DEBT SECURITIES

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

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

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

Common stock  represents a share of ownership in a company,  and usually carries
voting rights and earns dividends.  Unlike preferred stock,  dividends on common
stock are not fixed but are declared at the  discretion of the issuer's board of
directors.

Convertible  securities are preferred  stocks or bonds that pay a fixed dividend
or interest  payment and are convertible  into common stock at a specified price
or conversion ratio.

Depositary receipts are receipts for shares of a foreign-based  corporation that
entitle the holder to dividends  and capital gains on the  underlying  security.
Receipts include those issued by domestic banks (American Depositary  Receipts),
foreign  banks  (Global or  European  Depositary  Receipts)  and  broker-dealers
(depositary shares).

Fixed-income  securities are securities that pay a specified rate of return. The
term generally includes short- and long-term government, corporate and municipal
obligations  that pay a  specified  rate of  interest or coupons for a specified
period of time and  preferred  stock,  which  pays fixed  dividends.  Coupon and
dividend  rates  may be  fixed  for the  life of the  issue  or,  in the case of
adjustable and floating rate securities, for a shorter period.

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

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

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

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

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

Reverse  repurchase  agreements  involve  the sale of a security  by the Fund to
another  party  (generally a bank or dealer) in return for cash and an agreement
by the  Fund to buy the  security  back at a  specified  price  and  time.  This
technique  will be used to provide cash to satisfy  unusually  heavy  redemption
requests or for other temporary or emergency purposes.

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

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

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



   
JANUS HIGH-YIELD FUND PROSPECTUS                               NOVEMBER 28, 1995
    

                                       15
<PAGE>

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

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

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

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

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

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

Forward  contracts  are  contracts  to purchase  or sell a  specified  amount of
property for an agreed upon price at a specified time. Forward contracts are not
currently  exchange traded and are typically  negotiated on an individual basis.
The Fund may enter into forward currency  contracts to hedge against declines in
the  value of  non-dollar  denominated  securities  or to reduce  the  impact of
currency appreciation on purchases of non-dollar denominated securities.  It may
also enter into  forward  contracts  to  purchase  or sell  securities  or other
financial indices.

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

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

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

   
Inverse  floaters  are debt  instruments  whose  interest  rate bears an inverse
relationship to the interest rate on another  instrument or index.  For example,
the interest  rate payable on a security may go down when the  underlying  index
has risen.  Certain  inverse  floaters may have an interest rate reset mechanism
that multiplies the effects of changes in the underlying  index.  Such mechanism
may increase the volatility of the security's market value.
    

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


   
JANUS HIGH-YIELD FUND PROSPECTUS                               NOVEMBER 28, 1995
    

                                       16
<PAGE>

APPENDIX B

EXPLANATION OF RATING CATEGORIES

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

STANDARD &POOR'S RATINGS SERVICES

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

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

D                   In default.
- --------------------------------------------------------------------------------
MOODY'S INVESTORS SERVICE, INC.

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

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

   
- --------------------------------------------------------------------------------
*Unrated  securities  are treated as  noninvestment  grade unless the  portfolio
manager  determines that such securities are the equivalent of investment  grade
securities. Split rated securities may be treated as investment grade so long as
at least one major agency has rated the security as investment grade.


JANUS HIGH-YIELD FUND PROSPECTUS                               NOVEMBER 28, 1995
    

                                       17
<PAGE>

CONTENTS

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

       

                                     [LOGO]

                               JANUS OLYMPUS FUND

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

                                   Prospectus
                               November 28, 1995
    



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

For complete  information on how to purchase,  exchange and sell shares,  please
see the Shareholder's Manual beginning on page 7.

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

   
Additional  information about the Fund is contained in a Statement of Additional
Information  ("SAI")  filed with the SEC. The SAI dated  November  28, 1995,  is
incorporated by reference into this Prospectus.  For a copy of the SAI, write or
call the Fund at the address or phone number listed above.
    

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

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

       


<PAGE>

THE FUND AT A GLANCE

INVESTMENT OBJECTIVE:

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

PRIMARY HOLDINGS:

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

SHAREHOLDER'S INVESTMENT HORIZON:

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

FUND ADVISER:

   
Janus Capital  Corporation  ("Janus  Capital")  serves as the Fund's  investment
adviser.  Janus Capital has been in the investment advisory business for over 25
years and currently manages more than $30 billion in assets.
    

FUND MANAGER:

Scott W. Schoelzel

FUND INCEPTION:

December 1995


EXPENSE INFORMATION

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

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

SHAREHOLDER TRANSACTION EXPENSES

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

*    There is an $8 service fee for redemptions by wire.
**   You may be charged a $5 transaction fee for excessive  exchanges.  See "How
     to Exchange Shares" on page 9.
    


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

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


EXAMPLE(1)

- --------------------------------------------------------------------------------
                                                  1 Year         3 Years
- --------------------------------------------------------------------------------
Assume you invest $1,000, the Fund
returns 5% annually and the expense
ratio remains as listed above. This
example shows the operating expenses
that you would indirectly bear as an
investor in the Fund.                              $12             $39
- --------------------------------------------------------------------------------
(1)  The fees and  expenses  in the  table  and  example  above are based on the
     estimated  fees and expenses  that the Fund expects to incur in its initial
     fiscal year.

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


   
JANUS OLYMPUS FUND PROSPECTUS                                  NOVEMBER 28, 1995
    

                                       1
<PAGE>

THE FUND IN DETAIL

   
This section takes a closer look at the Fund's  investment  objective,  policies
and the securities in which it invests.  Please carefully review the "Additional
Risk Factors"  section of this Prospectus for a more detailed  discussion of the
risks associated with certain investment  techniques and refer to Appendix A for
a more detailed  description of the Fund's investments (and certain of the risks
associated  with those  investments).  You should  carefully  consider  your own
investment goals, time horizon and risk tolerance before investing in the Fund.
    

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

INVESTMENT OBJECTIVE

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

TYPES OF INVESTMENTS

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

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

The Fund may invest  without limit in foreign  equity and debt  securities.  The
Fund may use  options,  futures  and  other  types of  derivatives  for  hedging
purposes or as a means of enhancing  return.  See  "Additional  Risk Factors" on
page 4. The Fund may purchase  securities on a when-issued,  delayed delivery or
forward commitment basis.

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

THE FOLLOWING QUESTIONS ARE DESIGNED TO HELP YOU BETTER UNDERSTAND AN INVESTMENT
IN THE FUND.

HOW ARE COMMON STOCKS SELECTED?

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

ARE THE SAME CRITERIA USED TO SELECT FOREIGN STOCKS?

Generally,  yes. The portfolio  manager  seeks  companies  with earnings  growth
potential,  regardless of country of organization or place of principal business
activity.  Foreign  securities  are selected on a  stock-by-stock  basis without
regard to any defined allocation among countries or geographic regions. However,
certain  factors  such as  expected  levels of  inflation,  government  policies
influencing business  conditions,  the outlook for currency  relationships,  and
prospects for economic growth among  countries,  regions or geographic areas may
warrant greater  consideration in selecting foreign stocks. See "Additional Risk
Factors" on page 4.

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

WHAT IS THE MAIN RISK OF INVESTING IN A COMMON STOCK FUND?

The fundamental  risk associated with any common stock fund is the risk that the
value of the stocks it holds  might  decrease.  Stock  values may  fluctuate  in
response to the  activities of an  individual  company or in response to general
market and/or  economic  conditions.  Historically,  common stocks have provided
greater long-term returns and have entailed greater  short-term risks than other
investment  choices.  Smaller or newer  issuers are more likely to realize  more
substantial growth as well as suffer more significant losses than larger or more
established issuers. Investments in such companies can be both more volatile and
more speculative. See "Additional Risk Factors" on page 4.


   
JANUS OLYMPUS FUND PROSPECTUS                                  NOVEMBER 28, 1995
    

                                       2
<PAGE>

HOW DOES A DIVERSIFIED FUND DIFFER FROM A NONDIVERSIFIED FUND?

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

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

HOW DOES THE FUND TRY TO REDUCE RISK?

The Fund may use futures,  options and other  derivative  instruments to protect
the portfolio from movements in securities  prices and interest rates.  The Fund
may also  use a  variety  of  currency  hedging  techniques,  including  forward
currency  contracts,  to manage  exchange rate risk when  investing  directly in
foreign markets.  See "Additional  Risk Factors" on page 4. In addition,  to the
extent that the Fund holds a larger cash  position,  it may not  participate  in
market  declines to the same extent as if it had remained more fully invested in
common stocks.

GENERAL PORTFOLIO POLICIES

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

DIVERSIFICATION

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

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

o    As a fundamental  policy, with respect to 50% of its total assets, the Fund
     will not purchase a security of any issuer  (other than cash items and U.S.
     government  securities,  as defined in the 1940 Act) if such purchase would
     cause the Fund's  holdings  of that issuer to amount to more than 5% of the
     Fund's total assets.

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

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

INDUSTRY CONCENTRATION

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

PORTFOLIO TURNOVER

The Fund  generally  intends to purchase  securities  for  long-term  investment
rather than short-term gains. However,  short-term  transactions may result from
liquidity  needs,   securities  having  reached  a  price  or  yield  objective,
anticipated changes in interest rates or the credit standing of an issuer, or by
reason  of  economic  or  other  developments  not  foreseen  at the time of the
investment  decision.  Changes  are made in the Fund's  portfolio  whenever  its
portfolio manager believes such changes are desirable.  Portfolio turnover rates
are generally not a factor in making buy and sell decisions.

To a  limited  extent,  the Fund may  purchase  securities  in  anticipation  of
relatively  short-term  price  gains.  The Fund may also sell one  security  and
simultaneously  purchase the same or a comparable  security to take advantage of
short-term   differentials  in  bond  yields  or  securities  prices.  Increased
portfolio turnover may result in higher costs for brokerage commissions,  dealer
mark-ups  and other  transaction  costs and may also  result in taxable  capital
gains. Certain tax rules may restrict the Fund's ability to engage in short-term
trading if the security has been held for less than three months.

ILLIQUID INVESTMENTS

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

BORROWING AND LENDING

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

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

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

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

The Fund  intends to seek  permission  from the SEC to borrow money from or lend
money to other funds that permit such  transactions  and for which Janus Capital
serves as investment adviser.  All such 


   
JANUS OLYMPUS FUND PROSPECTUS                                  NOVEMBER 28, 1995
    

                                       3
<PAGE>

borrowing and lending will be subject to the above limits. There is no assurance
that such permission will be granted.

       

ADDITIONAL RISK FACTORS

INVESTMENTS IN SMALLER COMPANIES

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

The Fund may invest in companies that have  relatively  small  revenues,  have a
small  share of the market  for their  products  or  services,  or have  limited
geographic or product  markets.  Small  companies may lack depth of  management,
they may be  unable  to  generate  internally  funds  necessary  for  growth  or
potential  development or to generate such funds through  external  financing on
favorable terms, or they may be developing or marketing new products or services
for which markets are not yet established and may never become  established.  In
addition,  such companies may be  insignificant  factors in their industries and
may become subject to intense  competition from larger companies.  Securities of
small  companies held by the Fund may have limited  trading  markets that may be
subject to wide price  fluctuations.  Investments  in such  companies tend to be
more volatile and somewhat more speculative.

SPECIAL SITUATIONS

The Fund may  invest  in  "special  situations"  from  time to time.  A  special
situation  arises  when,  in the opinion of the Fund's  portfolio  manager,  the
securities of a particular issuer will be recognized and appreciate in value due
to a specific development with respect to that issuer.  Developments  creating a
special  situation  might  include,  among others,  a new product or process,  a
technological breakthrough, a management change or other extraordinary corporate
event,  or  differences  in  market  supply  of and  demand  for  the  security.
Investment in special  situations  may carry an  additional  risk of loss in the
event that the  anticipated  development  does not occur or does not attract the
expected attention.

FOREIGN SECURITIES

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

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

   
o    Currency  Risk.  The Fund may buy the local currency when it buys a foreign
     currency denominated security and sell the local currency when it sells the
     security.  As long as the Fund holds a foreign security,  its value will be
     affected by the value of the local  currency  relative to the U.S.  dollar.
     When the Fund sells a foreign security, its value may be worth less in U.S.
     dollars  even though the security  increases in value in its home  country.
     U.S. dollar denominated  securities of foreign issuers may also be affected
     by currency risk.
    

o    Political  and  Economic  Risk.  Foreign  investments  may  be  subject  to
     heightened political and economic risks,  particularly in underdeveloped or
     developing  countries  which may have relatively  unstable  governments and
     economies based on only a few industries.  In some countries,  there is the
     risk that the  government  may take  over the  assets  or  operations  of a
     company or that the government may impose taxes or limits on the removal of
     the Fund's assets from that country.

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

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

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

FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS

   
The Fund may enter into futures  contracts on securities,  financial indices and
foreign currencies and options on such contracts  ("futures  contracts") and may
invest in  options on  securities,  financial  indices  and  foreign  currencies
("options"), forward contracts and interest rate swaps and swap-related products
(collectively "derivative instruments"). The Fund intends to use most derivative
instruments  primarily  to hedge the value of its  portfolio  against  potential
adverse  movements in securities  prices,  foreign  currency markets or interest
rates.  To a limited  extent,  the Fund may also use derivative  instruments for
non-hedging  purposes such as seeking to increase the Fund's income or otherwise
seeking to enhance return. Please refer to Appendix A to this Prospectus and the
SAI for a more detailed discussion of these instruments.
    

The use of  derivative  instruments  exposes the Fund to  additional  investment
risks and 


   
JANUS OLYMPUS FUND PROSPECTUS                                  NOVEMBER 28, 1995
    

                                       4
<PAGE>

transaction costs. Risks inherent in the use of derivative instruments include:

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

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

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

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

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

o    leverage  risk,  that is,  the risk  that  adverse  price  movements  in an
     instrument  can  result in a loss  substantially  greater  than the  Fund's
     initial investment in that instrument (in some cases, the potential loss is
     unlimited); and

o    particularly in the case of privately negotiated instruments, the risk that
     the counterparty  will fail to perform its  obligations,  which could leave
     the Fund worse off than if it had not entered into the position.

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

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

HIGH-YIELD/HIGH-RISK BONDS

HIGH-YIELD/HIGH  RISK BONDS (OR "JUNK"  BONDS) ARE DEBT  SECURITIES  RATED BELOW
INVESTMENT GRADE BY THE PRIMARY RATING AGENCIES (STANDARD & POOR'S AND MOODY'S).
THE FUND  EXPECTS  THAT ITS  HOLDINGS OF LOWER RATED  SECURITIES,  IF ANY,  WILL
CONSIST PRIMARILY OF BONDS RATED IN THE HIGHEST TWO TIERS OF NONINVESTMENT GRADE
SECURITIES.

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

Issuers  of  high-yield  securities  are more  vulnerable  to real or  perceived
economic  changes,  political  changes  and other  developments  adverse  to the
company,  and lower quality  securities may have less liquid markets than higher
quality  securities.  Investments in issuers issuing  high-yield  securities are
considered to be more speculative than higher quality investments.  Please refer
to the SAI for a description of bond rating categories.
    

See Appendix A for risks associated with certain other investments.


   
JANUS OLYMPUS FUND PROSPECTUS                                  NOVEMBER 28, 1995
    

                                       5
<PAGE>

PERFORMANCE TERMS

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

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

Average annual total return  represents the average annual  percentage change of
an investment over a specified period. It is calculated by taking the cumulative
total return for the stated period and  determining  what constant annual return
would have produced the same cumulative return.  Average annual returns for more
than one year tend to smooth out variations in the Fund's return and are not the
same as actual annual results.

THE FUND  IMPOSES NO SALES OR OTHER  CHARGES  THAT  WOULD  AFFECT  TOTAL  RETURN
COMPUTATIONS. FUND PERFORMANCE FIGURES ARE BASED UPON HISTORICAL RESULTS AND ARE
NOT INTENDED TO INDICATE FUTURE  PERFORMANCE.  INVESTMENT  RETURNS AND NET ASSET
VALUE WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES,  WHEN REDEEMED,  MAY BE WORTH
MORE OR LESS THAN THEIR ORIGINAL COST.


   
JANUS OLYMPUS FUND PROSPECTUS                                  NOVEMBER 28, 1995
    

                                       6
<PAGE>

SHAREHOLDER'S MANUAL

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

HOW TO GET IN TOUCH WITH JANUS

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

- --------------------------------------------------------------------------------
MINIMUM INVESTMENTS

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

* There is a $100 minimum subsequent monthly investment.  Minimums may be waived
for certain  accounts that  participate in an automatic  group billing  purchase
program or automatic payroll deduction program.
- --------------------------------------------------------------------------------
    

TYPES OF ACCOUNT OWNERSHIP

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

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

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

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

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

RETIREMENT ACCOUNTS

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

   
Investors  Fiduciary Trust Company serves as custodian for the Retirement  Plans
offered by the Fund.  There is an annual $12 fee per  account to  maintain  your
retirement  account.  The maximum annual fee is $24 per taxpayer  identification
number. You may pay the fee by check or have it automatically deducted from your
account (usually in December).
    

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

o    Individual  Retirement Account ("IRA"): An IRA allows individuals under the
     age of 70 1/2 with earned  income to  contribute up to the lesser of $2,000
     or 100% of  compensation  annually.  Please  refer to the  Janus  Funds IRA
     booklet for complete information regarding IRAs.

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

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

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


   
JANUS OLYMPUS FUND PROSPECTUS                                  NOVEMBER 28, 1995
    

                                       7
<PAGE>

HOW TO OPEN YOUR JANUS ACCOUNT

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

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

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

INVESTOR SERVICE CENTERS

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

100 Fillmore Street, Suite 100
Denver, CO 80206

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

HOW TO PURCHASE SHARES

PAYING FOR SHARES

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

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

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

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

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

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

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

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

   
ONCE YOU HAVE OPENED YOUR JANUS  ACCOUNT,  THE MINIMUM  AMOUNT FOR AN ADDITIONAL
INVESTMENT  IS $100.  You may add to your account at any time through any of the
following options:
    

BY MAIL

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

BY TELEPHONE

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

BY WIRE

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

AUTOMATIC INVESTMENT PROGRAMS

   
Automatic investing is an easy way to systematically add to your account.  Janus
offers several  automatic  investment  programs to help investors  achieve their
financial goals as simply and conveniently as possible. Our automatic investment
programs  allow you to open an account  with as little as $500 if you  establish
automatic monthly investments for $100 or more.

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

       

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

   
o    SYSTEMATIC EXCHANGE
     With a Systematic Exchange you determine the amount of money ($100 minimum)
     you would like automatically exchanged from one Janus account to another on


JANUS OLYMPUS FUND PROSPECTUS                                  NOVEMBER 28, 1995
    

                                       8
<PAGE>

     any day of the month. For more information on how to establish this option,
     call 1-800-525-3713.

HOW TO EXCHANGE SHARES

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

IN WRITING

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

BY TELEPHONE

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

BY SYSTEMATIC EXCHANGE

   
As noted above, a Systematic Exchange may be established for as little as $100 a
month.

EXCHANGE POLICIES 
    

Please note our exchange policies:

   
o    Except for Systematic  Exchanges,  the exchange  minimum is $2,500,  or the
     total account value if less than $2,500.

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

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

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

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

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

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

QUICK ADDRESS AND TELEPHONE REFERENCE

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

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

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

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

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

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

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

HOW TO REDEEM SHARES

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

       

IN WRITING

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

BY TELEPHONE

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

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

SYSTEMATIC WITHDRAWAL PLAN ("SWP")

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

PAYMENT OF REDEMPTION PROCEEDS

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

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

o    BY WIRE
     If you are  authorized for the wire  redemption  service,  your  redemption
     proceeds will be wired directly into your designated


   
JANUS OLYMPUS FUND PROSPECTUS                                  NOVEMBER 28, 1995
    

                                       9
<PAGE>

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

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

WRITTEN INSTRUCTIONS

To redeem or exchange all or part of your shares in writing, your request should
be sent to one of the addresses  listed on page 8 and must include the following
information:

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

o    SIGNATURE REQUIREMENTS BASED ON ACCOUNT TYPE

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

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

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

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

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

     o    IRA: Written  instructions must be signed by the account owner. If you
          do not want federal income tax withheld from your redemption, you must
          state that you elect not to have such withholding  apply. In addition,
          your instructions must state whether the distribution is normal (after
          age 59 1/2)  or  premature  (before  age 59 1/2)  and,  if  premature,
          whether any exceptions  such as death or disability  apply with regard
          to the 10% additional tax on early distributions.

PRICING OF FUND SHARES

All  purchases,  redemptions  and  exchanges  will be  processed at the NAV next
calculated  after  your  request is  received  and  approved.  The Fund's NAV is
calculated  at the close of the  regular  trading  session of the New York Stock
Exchange (the "NYSE")  (normally 4:00 p.m. New York time) each day that the NYSE
is open. In order to receive a day's price,  your order must be received by 4:00
p.m. New York time.  NAV per share is  calculated by dividing the total value of
the Fund's securities and other assets, less liabilities, by the total number of
shares  outstanding.  Securities  are  valued  at  market  value or, if a market
quotation is not readily available, at their fair value determined in good faith
under  procedures  established  by and under the  supervision  of the  Trustees.
Short-term  instruments  maturing  within 60 days are valued at amortized  cost,
which approximates market value. See the SAI for more detailed information.

SIGNATURE GUARANTEE

In  addition  to the  signature  requirements,  A  SIGNATURE  GUARANTEE  IS ALSO
REQUIRED if any of the following is applicable:

o    The redemption exceeds $100,000.

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

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

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

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

HOW TO OBTAIN A SIGNATURE GUARANTEE

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

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


   
JANUS OLYMPUS FUND PROSPECTUS                                  NOVEMBER 28, 1995
    

                                       10
<PAGE>

SHAREHOLDER SERVICES AND ACCOUNT POLICIES

JANUS ELECTRONIC TELEPHONE SERVICE (JETS(R))

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

TRANSACTIONS THROUGH PROCESSING ORGANIZATIONS

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

   
TAXPAYER IDENTIFICATION NUMBER
    

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

SHARE CERTIFICATES

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

   
ACCOUNT MINIMUMS

Minimum  account  requirements  are noted on page 7. Due to the  proportionately
higher costs of maintaining small accounts, Janus reserves the right to deduct a
$10 annual  maintenance  fee (or the value of the account if less than $10) from
accounts  with  values  below the stated  minimums  or to close  such  accounts.
Automatic Monthly Investment Program  participants are subject to a $500 minimum
so long as the  program is not  discontinued  before the account  value  reaches
$2,500.  It is  expected  that  accounts  will be valued and the $10 fee will be
assessed on the second Friday of September of each year. You will receive notice
before we charge the $10 fee or close your account so that you may increase your
account balance to the required minimum.
    

INVOLUNTARY REDEMPTIONS

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

UNCASHED CHECKS

The Fund reserves the right to reinvest  undeliverable  or uncashed  checks that
remain  outstanding  for six  months  in  shares  of the  Fund as of the date of
cancellation. Any subsequent distributions may also be reinvested.
    

TELEPHONE TRANSACTIONS

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

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

TEMPORARY SUSPENSION OF SERVICES

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

ADDRESS CHANGES

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

REGISTRATION CHANGES

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

STATEMENTS AND REPORTS

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

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


JANUS OLYMPUS FUND PROSPECTUS                                  NOVEMBER 28, 1995
    

                                       11
<PAGE>

MANAGEMENT OF THE FUND

TRUSTEES

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

INVESTMENT ADVISER

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

Janus  Capital has served as investment  adviser to certain  series of the Trust
since 1970 and currently serves as investment adviser to all of the Janus funds,
as well  as  adviser  or  subadviser  to  other  mutual  funds  and  individual,
corporate, charitable and retirement accounts.

Kansas City Southern  Industries,  Inc.  ("KCSI") owns  approximately 83% of the
outstanding  voting stock of Janus  Capital,  most of which it acquired in 1984.
KCSI is a publicly traded holding company whose primary subsidiaries are engaged
in  transportation,  information  processing and financial  services.  Thomas H.
Bailey, President and Chairman of the Board of Janus Capital, owns approximately
12% of its voting stock and, by agreement with KCSI, selects a majority of Janus
Capital's Board.

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

PORTFOLIO MANAGER

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

PERSONAL INVESTING

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

PORTFOLIO TRANSACTIONS

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

BREAKDOWN OF MANAGEMENT EXPENSES AND EXPENSE LIMITS

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

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

   
The Fund incurs expenses not assumed by Janus Capital,  including transfer agent
and custodian fees and expenses,  legal and auditing fees,  printing and mailing
costs of sending  reports and other  information to existing  shareholders,  and
independent  Trustees'  fees  and  expenses.   Janus  Capital  will  reduce  its
management fee to the extent that Fund expenses exceed  statutory limits imposed
by state securities regulators.


JANUS OLYMPUS FUND PROSPECTUS                                  NOVEMBER 28, 1995
    

                                       12
<PAGE>

OTHER SERVICE PROVIDERS

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

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

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

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

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

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

OTHER INFORMATION

ORGANIZATION

The Trust is a "mutual  fund" that was  organized  as a  Massachusetts  business
trust on February 11, 1986.  A mutual fund is an  investment  vehicle that pools
money from  numerous  investors  and  invests  the money to achieve a  specified
objective.

   
The Trust consists of 18 separate  series,  three of which  currently  offer two
classes  of  shares.  The Trust  currently  offers  the other 17 series by other
prospectuses.
    

SHAREHOLDER MEETINGS

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

SIZE OF THE FUND

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

MASTER/FEEDER OPTION

   
The Trust may in the future seek to achieve the Fund's  investment  objective by
investing all of the Fund's assets in another investment company having the same
investment   objective  and  substantially  the  same  investment  policies  and
restrictions  as those  applicable  to the Fund.  It is  expected  that any such
investment  company would be managed by Janus Capital in substantially  the same
manner as the Fund. The  shareholders  of the Trust of record on April 30, 1992,
and the initial  shareholder(s) of the Fund, have voted to vest authority to use
this  investment  structure in the sole  discretion of the Trustees.  No further
approval of the shareholders of the Fund is required.  You will receive at least
30 days' prior notice of any such investment. Such investment would be made only
if the  Trustees  determine  it to be in the best  interests of the Fund and its
shareholders.  In making that  determination  the Trustees will consider,  among
other things,  the benefits to  shareholders  and/or the  opportunity  to reduce
costs and achieve operational efficiencies.  Although the Fund believes that the
Trustees  will not  approve  an  arrangement  that is likely to result in higher
costs,  no  assurance  is given that costs  will be  materially  reduced if this
option is implemented.


JANUS OLYMPUS FUND PROSPECTUS                                  NOVEMBER 28, 1995
    

                                       13
<PAGE>

DISTRIBUTIONS AND TAXES

DISTRIBUTIONS

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

HOW DISTRIBUTIONS AFFECT THE FUND'S NAV

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

"BUYING A DIVIDEND"

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

DISTRIBUTION OPTIONS

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

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

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

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

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

TAXES

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

TAXES ON DISTRIBUTIONS

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

TAXATION OF THE FUND

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

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


   
JANUS OLYMPUS FUND PROSPECTUS                                  NOVEMBER 28, 1995
    

                                       14
<PAGE>

APPENDIX A

   
GLOSSARY OF INVESTMENT TERMS
    

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

I. EQUITY AND DEBT SECURITIES

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

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

Common stock  represents a share of ownership in a company,  and usually carries
voting rights and earns dividends.  Unlike preferred stock,  dividends on common
stock are not fixed but are declared at the  discretion of the issuer's board of
directors.

Convertible  securities are preferred  stocks or bonds that pay a fixed dividend
or interest  payment and are convertible  into common stock at a specified price
or conversion ratio.

Depositary receipts are receipts for shares of a foreign-based  corporation that
entitle the holder to dividends  and capital gains on the  underlying  security.
Receipts include those issued by domestic banks (American Depositary  Receipts),
foreign  banks  (Global or  European  Depositary  Receipts)  and  broker-dealers
(depositary shares).

Fixed-income  securities are securities that pay a specified rate of return. The
term generally includes short- and long-term government, corporate and municipal
obligations  that pay a  specified  rate of  interest or coupons for a specified
period of time and  preferred  stock,  which  pays fixed  dividends.  Coupon and
dividend  rates  may be  fixed  for the  life of the  issue  or,  in the case of
adjustable and floating rate securities, for a shorter period.

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

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

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

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

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

Reverse  repurchase  agreements  involve  the sale of a security  by the Fund to
another  party  (generally a bank or dealer) in return for cash and an agreement
by the  Fund to buy the  security  back at a  specified  price  and  time.  This
technique  will be used to provide cash to satisfy  unusually  heavy  redemption
requests or for other temporary or emergency purposes.

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

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

U.S.  government  securities include direct  obligations of the U.S.  government
that are  supported  by its full faith and credit.  Treasury  bills have initial
maturities of less than one year,  Treasury notes have initial maturities of one
to ten years and Treasury  bonds may be issued with any  maturity but  generally
have maturities of at least ten years. U.S.  government  securities also include
indirect  obligations of the U.S. government that are issued by federal agencies
and government sponsored entities. Unlike Treasury securities, 


   
JANUS OLYMPUS FUND PROSPECTUS                                  NOVEMBER 28, 1995
    

                                       15
<PAGE>

agency  securities  generally are not backed by the full faith and credit of the
U.S. government. Some agency securities are supported by the right of the issuer
to borrow from the Treasury, others are supported by the discretionary authority
of the U.S.  government  to purchase  the  agency's  obligations  and others are
supported only by the credit of the sponsoring agency.

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

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

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

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

Forward  contracts  are  contracts  to purchase  or sell a  specified  amount of
property for an agreed upon price at a specified time. Forward contracts are not
currently  exchange traded and are typically  negotiated on an individual basis.
The Fund may enter into forward currency  contracts to hedge against declines in
the  value of  non-dollar  denominated  securities  or to reduce  the  impact of
currency appreciation on purchases of non-dollar denominated securities.  It may
also enter into  forward  contracts  to  purchase  or sell  securities  or other
financial indices.

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

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

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

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


   
JANUS OLYMPUS FUND PROSPECTUS                                  NOVEMBER 28, 1995
    

                                       16
<PAGE>

                                     [LOGO]
                             JANUS HIGH-YIELD FUND

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

                      STATEMENT OF ADDITIONAL INFORMATION
                               November 28, 1995
    





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

     The Fund is a separate  series of Janus  Investment  Fund, a  Massachusetts
business  trust (the  "Trust").  Each series of the Trust  represents  shares of
beneficial  interest in a separate portfolio of securities and other assets with
its own objective and policies. The Fund is managed by Janus Capital Corporation
("Janus Capital").

   
     This  Statement of Additional  Information  ("SAI") is not a Prospectus and
should be read in  conjunction  with the Fund's  Prospectus  dated  November 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 Fund's operations and activities than the Prospectus.
    


                                       1
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                             JANUS HIGH-YIELD FUND
                      STATEMENT OF ADDITIONAL INFORMATION
                               TABLE OF CONTENTS

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

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

  Portfolio Policies ......................................................    3

  Investment Restrictions .................................................    3

  Types of Securities and Investment Techniques ...........................    5

    Illiquid Investments ..................................................    5

    Zero Coupon, Pay-In-Kind and Step Coupon Securities ...................    5

    Pass-Through Securities ...............................................    5

    Repurchase and Reverse Repurchase Agreements ..........................    6

   
    Joint Accounts ........................................................    7

    Depositary Receipts ...................................................    7
    

    Futures, Options and Other Derivative Instruments .....................    7

Investment Adviser ........................................................   14

Custodian, Transfer Agent and Certain Affiliations ........................   15

Portfolio Transactions and Brokerage ......................................   16

Officers and Trustees .....................................................   17

Purchase of Shares ........................................................   19

  Net Asset Value Determination ...........................................   19

  Reinvestment of Dividends and Distributions .............................   19

Redemption of Shares ......................................................   20

Shareholder Accounts ......................................................   20

   
  Telephone Transactions ..................................................   20
    

  Systematic Withdrawals ..................................................   20

Retirement Plans ..........................................................   20

Income Dividends, Capital Gains Distributions and Tax Status ..............   21

Miscellaneous Information .................................................   21

  Shares of the Trust .....................................................   22

  Voting Rights ...........................................................   22

  Independent Accountants .................................................   22

  Registration Statement ..................................................   22

Performance Information ...................................................   22
- --------------------------------------------------------------------------------


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<PAGE>

INVESTMENT POLICIES, RESTRICTIONS AND TECHNIQUES

INVESTMENT OBJECTIVES

     As  stated in the  Prospectus,  the  Fund's  investment  objective  is high
current income with capital appreciation as a secondary objective.  There can be
no  assurance  that  the  Fund  will  achieve  its  objectives.  The  investment
objectives  of the Fund are not  fundamental  and may be changed by the Trustees
without shareholder approval.

PORTFOLIO POLICIES

     The  Prospectus  discusses  the types of  securities in which the Fund will
invest,  portfolio  policies of the Fund and the  investment  techniques  of the
Fund. The Prospectus includes a discussion of portfolio turnover rates.

     Portfolio  turnover is calculated by dividing total long-term  purchases or
sales,  whichever is less, by the average  monthly  value of a fund's  long-term
portfolio securities. The Fund anticipates that its portfolio turnover rate will
be approximately 200%.

INVESTMENT RESTRICTIONS

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

     (1) Own  more  than 10% of the  outstanding  voting  securities  of any one
issuer and, as to  seventy-five  percent (75%) of the value of its total assets,
purchase the  securities  of any one issuer  (except cash items and  "government
securities" as defined under the Investment Company Act of 1940, as amended (the
"1940 Act")), if immediately  after and as a result of such purchase,  the value
of the holdings of the Fund in the  securities of such issuer  exceeds 5% of the
value of the Fund's total assets.

     (2)  Invest  more  than 25% of the value of its  assets  in any  particular
industry (other than U.S. government securities).

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

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

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

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

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

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

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

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


                                       3
<PAGE>

entered into; and (ii) enter into any futures  contracts if the aggregate amount
of the Fund's  commitments under outstanding  futures contracts  positions would
exceed the market value of its total assets.

     (c) The Fund does not currently intend to sell securities short,  unless it
owns or has the right to obtain securities  equivalent in kind and amount to the
securities  sold  short  without  the  payment of any  additional  consideration
therefor,  and  provided  that  transactions  in  futures,  options  and forward
contracts are not deemed to constitute selling securities short.

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

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

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

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

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

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

     (j) The Fund does not  currently  intend to purchase  any security or enter
into a  repurchase  agreement,  if as a result,  more than 15% of its net assets
would be invested in repurchase  agreements  not entitling the holder to payment
of principal and interest  within seven days and in securities that are illiquid
by virtue of legal or  contractual  restrictions  on resale or the  absence of a
readily available market. The Trustees,  or the Fund's investment adviser acting
pursuant to authority  delegated by the Trustees,  may determine  that a readily
available market exists for securities eligible for resale pursuant to Rule 144A
under the Securities Act of 1933 ("Rule 144A  Securities"),  or any successor to
such rule,  Section  4(2)  commercial  paper and  municipal  lease  obligations.
Accordingly, such securities may not be subject to the foregoing limitation.

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

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


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<PAGE>

TYPES OF SECURITIES AND INVESTMENT TECHNIQUES

ILLIQUID INVESTMENTS

   
     The Fund may  invest up to 15% of its net  assets in  illiquid  investments
(i.e.,  securities  that are not readily  marketable).  The Trustees of the Fund
have authorized Janus Capital to make liquidity  determinations  with respect to
its securities,  including Rule 144A Securities and commercial paper.  Under the
guidelines  established  by  the  Trustees,  Janus  Capital  will  consider  the
following  factors:  1) the  frequency  of  trades  and  quoted  prices  for the
obligation;  2) the number of dealers  willing to purchase or sell the  security
and the number of other potential  purchasers;  3) the willingness of dealers to
undertake  to make a market in the  security;  and 4) the nature of the security
and the nature of  marketplace  trades,  including the time needed to dispose of
the security, the method of soliciting offers and the mechanics of the transfer.
In the case of commercial  paper,  Janus Capital will also consider  whether the
paper is traded flat or in default as to principal  and interest and any ratings
of the paper by a Nationally Recognized Statistical Rating Organization.
    

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

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

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

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

PASS-THROUGH SECURITIES

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

     The Federal Home Loan Mortgage  Corporation  ("FHLMC")  issues two types of
mortgage pass-through  securities:  mortgage participation  certificates ("PCs")
and guaranteed mortgage certificates ("GMCs"). PCs resemble 


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<PAGE>

GNMA  Certificates  in that each PC  represents a pro rata share of all interest
and principal  payments made and owned on the underlying  pool. FHLMC guarantees
timely  payments of interest on PCs and the full return of principal.  GMCs also
represent a pro rata interest in a pool of mortgages. However, these instruments
pay interest semiannually and return principal once a year in guaranteed minimum
payments.  This type of security is guaranteed by FHLMC as to timely  payment of
principal and interest but it is not  guaranteed by the full faith and credit of
the U.S. government.

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

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

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

REPURCHASE AND REVERSE REPURCHASE AGREEMENTS

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

   
     The Fund may use reverse  repurchase  agreements to provide cash to satisfy
unusually heavy redemption requests or for other temporary or emergency purposes
without the necessity of selling portfolio  securities.  In a reverse repurchase
agreement,  the Fund sells a portfolio security to another party, such as a bank
or broker-dealer,  in return for cash and agrees to repurchase the instrument at
a  particular  price  and  time.  While  a  reverse   repurchase   agreement  is
outstanding,  the Fund will  maintain  cash and  appropriate  liquid assets in a
segregated  custodial  account to cover its obligation under the agreement.  The
Fund will enter into reverse repurchase  agreements only with parties that Janus
Capital deems creditworthy.
    


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<PAGE>

   
JOINT ACCOUNTS

     Pursuant to an exemptive order granted by the SEC, the Fund and other funds
advised by Janus Capital may transfer daily uninvested cash balances into one or
more joint trading  accounts.  Assets in the joint trading accounts are invested
in money market  instruments and the proceeds are allocated to the participating
funds on a pro rata basis.
    

DEPOSITARY RECEIPTS

     The Fund may  invest  in  sponsored  and  unsponsored  American  Depositary
Receipts  ("ADRs"),  which  are  receipts  issued by an  American  bank or trust
company  evidencing  ownership  of  underlying  securities  issued  by a foreign
issuer.  ADRs,  in  registered  form,  are designed  for use in U.S.  securities
markets.  Unsponsored  ADRs may be  created  without  the  participation  of the
foreign  issuer.  Holders of these ADRs  generally bear all the costs of the ADR
facility,  whereas foreign  issuers  typically bear certain costs in a sponsored
ADR. The bank or trust company  depositary of an unsponsored ADR may be under no
obligation to distribute  shareholder  communications  received from the foreign
issuer or to pass through  voting  rights.  The Fund may also invest in European
Depositary   Receipts   ("EDRs"),   receipts  issued  by  a  European  financial
institution  evidencing  an  arrangement  similar to that of ADRs,  and in other
similar  instruments  representing  securities  of foreign  companies.  EDRs, in
bearer form, are designed for use in European securities markets.

FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS

     Futures  Contracts.  The Fund may enter into  contracts for the purchase or
sale for future  delivery of  fixed-income  securities,  foreign  currencies  or
contracts  based on  financial  indices,  including  indices of U.S.  government
securities,  foreign government securities,  equity or fixed-income  securities.
U.S.  futures  contracts  are traded on  exchanges  which  have been  designated
"contract markets" by the CFTC and must be executed through a futures commission
merchant ("FCM"),  or brokerage firm, which is a member of the relevant contract
market. Through their clearing corporations, the exchanges guarantee performance
of the contracts as between the clearing members of the exchange.

     The buyer or seller of a futures contract is not required to deliver or pay
for the  underlying  instrument  unless the  contract is held until the delivery
date.  However,  both the buyer and seller  are  required  to  deposit  "initial
margin" for the benefit of the FCM when the  contract is entered  into.  Initial
margin deposits are equal to a percentage of the contract's value, as set by the
exchange  on which the  contract  is traded,  and may be  maintained  in cash or
certain  high-grade liquid assets by the Fund's custodian for the benefit of the
FCM.  Initial margin  payments are similar to good faith deposits or performance
bonds. Unlike margin extended by a securities broker, initial margin payments do
not  constitute  purchasing  securities  on margin  for  purposes  of the Fund's
investment  limitations.  If the value of either party's position declines, that
party will be required to make additional  "variation  margin"  payments for the
benefit  of the FCM to settle the  change in value on a daily  basis.  The party
that has a gain may be entitled to receive all or a portion of this  amount.  In
the event of the  bankruptcy of the FCM that holds margin on behalf of the Fund,
the Fund may be entitled to return of margin owed to the Fund only in proportion
to the amount received by the FCM's other customers.  Janus Capital will attempt
to minimize the risk by careful monitoring of the  creditworthiness  of the FCMs
with  which  the Fund does  business  and by  depositing  margin  payments  in a
segregated account with the Fund's custodian.

     The Fund intends to comply with  guidelines  of  eligibility  for exclusion
from the definition of the term  "commodity  pool operator"  adopted by the CFTC
and the National  Futures  Association,  which  regulate  trading in the futures
markets.  The Fund will use futures  contracts and related options primarily for
bona fide hedging purposes within the meaning of CFTC regulations. To the extent
that the Fund holds  positions in futures  contracts and related options that do
not fall within the definition of bona fide hedging transactions,  the aggregate
initial margin and premiums required to establish such positions will not exceed
5% of the fair market value of the Fund's net assets,  after taking into account
unrealized  profits and  unrealized  losses on any such contracts it has entered
into.

     Although  the Fund  will  segregate  cash and  liquid  assets  in an amount
sufficient to cover its open futures obligations, the segregated assets would be
available to the Fund immediately upon closing out the futures  position,  while
settlement of securities transactions could take several days. However,  because
the Fund's cash that may  otherwise  be  invested  would be held  uninvested  or
invested in  high-grade  liquid assets so long as the futures  position  remains
open,  the Fund's return could be diminished  due to the  opportunity  losses of
foregoing other potential investments.

     The Fund's primary purpose in entering into futures contracts is to protect
the Fund from  fluctuations in the value of securities or interest rates without
actually buying or selling the underlying debt or equity security.  For example,
if the Fund owns Treasury bonds and the portfolio manager expects interest rates
to  increase,  the Fund 


                                       7
<PAGE>

may take a short  position in interest  rate  futures  contracts.  Taking such a
position  would have much the same effect as the Fund selling  Treasury bonds in
its  portfolio.  If interest  rates  increase as  anticipated,  the value of the
Treasury bonds would decline,  but the value of the Fund's interest rate futures
contract  will  increase,  thereby  keeping the net asset value of the Fund from
declining as much as it may have  otherwise.  If, on the other hand, a portfolio
manager expects interest rates to decline,  the Fund may take a long position in
interest rate futures contracts in anticipation of later closing out the futures
position and  purchasing  the bonds.  Although the Fund can  accomplish  similar
results by buying  securities with long  maturities and selling  securities with
short  maturities,  given the greater  liquidity of the futures  market than the
cash market,  it may be possible to  accomplish  the same result more easily and
more quickly by using futures contracts as an investment tool to reduce risk.

     The ordinary spreads between prices in the cash and futures markets, due to
differences in the nature of those markets,  are subject to distortions.  First,
all  participants  in the  futures  market are  subject  to  initial  margin and
variation margin  requirements.  Rather than meeting additional variation margin
requirements,  investors  may close out  futures  contracts  through  offsetting
transactions which could distort the normal price relationship  between the cash
and futures  markets.  Second,  the liquidity of the futures  market  depends on
participants entering into offsetting  transactions rather than making or taking
delivery  of the  instrument  underlying  a  futures  contract.  To  the  extent
participants  decide to make or take  delivery,  liquidity in the futures market
could be reduced and prices in the futures  market  distorted.  Third,  from the
point of view of  speculators,  the margin deposit  requirements  in the futures
market are less  onerous  than margin  requirements  in the  securities  market.
Therefore,  increased  participation  by  speculators  in the futures market may
cause  temporary  price  distortions.  Due to the  possibility  of the foregoing
distortions,  a correct forecast of general price trends by a portfolio  manager
still may not result in a successful use of futures.

     Futures contracts entail risks. Although the Fund believes that use of such
contracts will benefit the Fund, the Fund's overall  performance  could be worse
than if the  Fund  had not  entered  into  futures  contracts  if the  portfolio
manager's  investment  judgement proves incorrect.  For example, if the Fund has
hedged against the effects of a possible  decrease in prices of securities  held
in its portfolio and prices increase instead,  the Fund will lose part or all of
the benefit of the  increased  value of these  securities  because of offsetting
losses in its futures positions. In addition, if the Fund has insufficient cash,
it may have to sell securities from its portfolio to meet daily variation margin
requirements.  Those  sales may be, but will not  necessarily  be, at  increased
prices  which  reflect the rising  market and may occur at a time when the sales
are disadvantageous to the Fund.

     The  prices of futures  contracts  depend  primarily  on the value of their
underlying  instruments.  Because there are a limited number of types of futures
contracts,  it is possible that the standardized  futures contracts available to
the Fund will not match exactly the Fund's current or potential investments. The
Fund may buy and sell futures  contracts  based on underlying  instruments  with
different  characteristics  from the securities in which it typically  invests -
for  example,  by hedging  investments  in portfolio  securities  with a futures
contract  based on a broad index of  securities  which  involves a risk that the
futures position will not correlate precisely with the performance of the Fund's
investments.

     Futures  prices  can also  diverge  from  the  prices  of their  underlying
instruments,  even if the  underlying  instruments  closely  correlate  with the
Fund's  investments.  Futures prices are affected by factors such as current and
anticipated  short-term interest rates,  changes in volatility of the underlying
instruments  and the time  remaining  until  expiration of the  contract.  Those
factors may affect securities prices differently from futures prices.  Imperfect
correlations  between the Fund's  investments and its futures positions also may
result from differing levels of demand in the futures markets and the securities
markets,  from structural  differences in how futures and securities are traded,
and from imposition of daily price fluctuation limits for futures contracts. The
Fund may buy or sell futures  contracts  with a greater or lesser value than the
securities it wishes to hedge or is  considering  purchasing in order to attempt
to  compensate  for  differences  in historical  volatility  between the futures
contract and the  securities,  although this may not be successful in all cases.
If price changes in the Fund's futures  positions are poorly correlated with its
other  investments,  its futures  positions may fail to produce desired gains or
result  in  losses  that  are  not  offset  by the  gains  in the  Fund's  other
investments.

     Because futures  contracts are generally settled within a day from the date
they are closed out,  compared  with a settlement  period of three days for some
types of securities,  the futures markets can provide superior  liquidity to the
securities markets. Nevertheless,  there is no assurance that a liquid secondary
market will exist for any particular futures contract at any particular time. In
addition,  futures  exchanges may establish daily price  fluctuation  limits for
futures  contracts  and may halt trading if a  contract's  price moves upward or
downward  more than the limit in a given day. On volatile  trading days when the
price fluctuation  limit is reached,  it may be impossible for the Fund to enter
into new positions or close out existing positions.  If the secondary market for
a  futures  contract  is not  liquid  because  of price  fluctuation  limits  or
otherwise,  the Fund may not be able to promptly liquidate  unfavorable  futures


                                       8
<PAGE>

positions  and  potentially  could be  required  to  continue  to hold a futures
position  until the  delivery  date,  regardless  of changes in its value.  As a
result,  the Fund's  access to other assets held to cover its futures  positions
also could be impaired.

     Options  on  Futures  Contracts.  The Fund may buy and  write  put and call
options on  futures  contracts.  An option on a future  gives the Fund the right
(but not the obligation) to buy or sell a futures  contract at a specified price
on or  before a  specified  date.  The  purchase  of a call  option on a futures
contract  is similar in some  respects  to the  purchase  of a call option on an
individual  security.  Depending on the pricing of the option compared to either
the price of the  futures  contract  upon  which it is based or the price of the
underlying instrument, ownership of the option may or may not be less risky than
ownership  of the futures  contract or the  underlying  instrument.  As with the
purchase of futures contracts,  when the Fund is not fully invested it may buy a
call option on a futures contract to hedge against a market advance.

     The writing of a call option on a futures  contract  constitutes  a partial
hedge  against  declining  prices of the security or foreign  currency  which is
deliverable  under, or of the index  comprising,  the futures  contract.  If the
futures' price at the expiration of the option is below the exercise price,  the
Fund will retain the full amount of the option  premium which provides a partial
hedge  against  any  decline  that may have  occurred  in the  Fund's  portfolio
holdings.  The  writing  of a put  option on a futures  contract  constitutes  a
partial  hedge  against  increasing  prices of the security or foreign  currency
which is deliverable under, or of the index comprising, the futures contract. If
the  futures'  price at  expiration  of the option is higher  than the  exercise
price, the Fund will retain the full amount of the option premium which provides
a partial hedge  against any increase in the price of securities  which the Fund
is  considering  buying.  If a call  or put  option  the  Fund  has  written  is
exercised, the Fund will incur a loss which will be reduced by the amount of the
premium it received.  Depending on the degree of correlation  between the change
in the value of its portfolio securities and changes in the value of the futures
positions, the Fund's losses from existing options on futures may to some extent
be reduced or increased by changes in the value of portfolio securities.

     The  purchase  of a put  option on a futures  contract  is  similar in some
respects to the purchase of protective put options on portfolio securities.  For
example,  the Fund may buy a put  option  on a  futures  contract  to hedge  its
portfolio against the risk of falling prices or rising interest rates.

     The  amount  of risk the Fund  assumes  when it buys an option on a futures
contract is the premium paid for the option plus related  transaction  costs. In
addition to the  correlation  risks discussed  above,  the purchase of an option
also  entails  the risk  that  changes  in the value of the  underlying  futures
contract will not be fully reflected in the value of the options bought.

   
     Forward  Contracts.  A forward contract is an agreement between two parties
in which one party is obligated to deliver a stated  amount of a stated asset at
a  specified  time in the  future  and the  other  party is  obligated  to pay a
specified amount for the assets at the time of delivery. The Fund may enter into
forward contracts to purchase and sell government  securities,  equity or income
securities, foreign currencies or other financial instruments. Forward contracts
generally are traded in an interbank market  conducted  directly between traders
(usually large commercial banks) and their customers.  Unlike futures contracts,
which are standardized contracts, forward contracts can be specifically drawn to
meet the needs of the  parties  that enter into them.  The  parties to a forward
contract may agree to offset or terminate the contract  before its maturity,  or
may hold the contract to maturity and complete the contemplated exchange.
    

     The following  discussion  summarizes the Fund's  principal uses of forward
foreign currency exchange contracts ("forward currency contracts"). The Fund may
enter into forward  currency  contracts with stated contract values of up to the
value of the Fund's assets. A forward currency  contract is an obligation to buy
or sell an amount of a specified  currency  for an agreed price (which may be in
U.S. dollars or a foreign  currency).  The Fund will exchange foreign currencies
for U.S.  dollars  and for other  foreign  currencies  in the  normal  course of
business and may buy and sell currencies  through forward currency  contracts in
order to fix a price for  securities it has agreed to buy or sell  ("transaction
hedge"). The Fund also may hedge some or all of its investments denominated in a
foreign currency against a decline in the value of that currency relative to the
U.S.  dollar by entering  into forward  currency  contracts to sell an amount of
that currency (or a proxy currency whose performance is expected to replicate or
exceed  the  performance  of  that  currency   relative  to  the  U.S.   dollar)
approximating the value of some or all of its portfolio  securities  denominated
in that currency  ("position  hedge") or by  participating in options or futures
contracts  with respect to the currency.  The Fund also may enter into a forward
currency  contract with respect to a currency where the Fund is considering  the
purchase or sale of  investments  denominated  in that  currency but has not yet
selected  the  specific  investments  ("anticipatory  hedge").  In any of  these
circumstances  the  Fund  may,  alternatively,  enter  into a  forward  currency
contract to purchase or sell one foreign  currency for a second currency that is
expected to perform more favorably  relative to the U.S. dollar if the portfolio
manager believes there is a reasonable  degree of correlation  between movements
in the two currencies ("cross-hedge").


                                       9
<PAGE>

     These types of hedging minimize the effect of currency appreciation as well
as depreciation, but do not eliminate fluctuations in the underlying U.S. dollar
equivalent  value of the  proceeds  of or rates of return on the Fund's  foreign
currency denominated portfolio securities. The matching of the increase in value
of a forward contract and the decline in the U.S. dollar equivalent value of the
foreign  currency  denominated  asset that is the subject of the hedge generally
will not be precise.  Shifting  the Fund's  currency  exposure  from one foreign
currency to another  removes the Fund's  opportunity to profit from increases in
the value of the original  currency  and involves a risk of increased  losses to
the Fund if its  portfolio  manager's  projection  of future  exchange  rates is
inaccurate.  Proxy hedges and  cross-hedges may result in losses if the currency
used to  hedge  does not  perform  similarly  to the  currency  in which  hedged
securities are denominated.  Unforeseen changes in currency prices may result in
poorer  overall  performance  for the Fund than if it had not entered  into such
contracts.

     The Fund will cover outstanding  forward currency  contracts by maintaining
liquid portfolio  securities  denominated in the currency underlying the forward
contract or the currency  being hedged.  To the extent that the Fund is not able
to cover its forward currency  positions with underlying  portfolio  securities,
the Fund's  custodian will  segregate cash or high-grade  liquid assets having a
value equal to the  aggregate  amount of the Fund's  commitments  under  forward
contracts  entered  into with  respect  to  position  hedges,  cross-hedges  and
anticipatory  hedges. If the value of the securities used to cover a position or
the value of segregated assets declines, the Fund will find alternative cover or
segregate  additional cash or high-grade  liquid assets on a daily basis so that
the value of the  covered and  segregated  assets will be equal to the amount of
the Fund's  commitments  with respect to such  contracts.  As an  alternative to
segregating assets, the Fund may buy call options permitting the Fund to buy the
amount of foreign  currency  being hedged by a forward sale contract or the Fund
may buy put options permitting it to sell the amount of foreign currency subject
to a forward buy contract.

     While forward  contracts are not currently  regulated by the CFTC, the CFTC
may in the future assert authority to regulate forward contacts.  In such event,
the Fund's ability to utilize forward contracts may be restricted.  In addition,
the Fund may not always be able to enter into forward  contracts  at  attractive
prices and may be limited in its  ability to use these  contracts  to hedge Fund
assets.

     Options  on  Foreign  Currencies.  The Fund may buy and  write  options  on
foreign  currencies  in a manner  similar  to that in which  futures  or forward
contracts on foreign currencies will be utilized.  For example, a decline in the
U.S.  dollar  value of a foreign  currency  in which  portfolio  securities  are
denominated will reduce the U.S. dollar value of such securities,  even if their
value in the foreign currency remains constant. In order to protect against such
diminutions in the value of portfolio  securities,  the Fund may buy put options
on the foreign currency.  If the value of the currency  declines,  the Fund will
have the right to sell such currency for a fixed amount in U.S. dollars, thereby
offsetting, in whole or in part, the adverse effect on its portfolio.

     Conversely,  when a rise in the U.S.  dollar  value of a currency  in which
securities to be acquired are denominated is projected,  thereby  increasing the
cost of such securities,  the Fund may buy call options on the foreign currency.
The purchase of such options could offset,  at least  partially,  the effects of
the  adverse  movements  in  exchange  rates.  As in the case of other  types of
options,  however,  the benefit to the Fund from  purchases of foreign  currency
options  will be reduced by the amount of the premium  and  related  transaction
costs. In addition,  if currency  exchange rates do not move in the direction or
to the extent desired,  the Fund could sustain losses on transactions in foreign
currency  options that would  require the Fund to forego a portion or all of the
benefits of advantageous changes in those rates.

     The Fund may also write  options on foreign  currencies.  For  example,  to
hedge against a potential  decline in the U.S. dollar value of foreign  currency
denominated  securities due to adverse  fluctuations in exchange rates, the Fund
could,  instead of purchasing a put option,  write a call option on the relevant
currency.  If the expected  decline  occurs,  the option will most likely not be
exercised and the decline in value of portfolio securities will be offset by the
amount of the premium received.

     Similarly, instead of purchasing a call option to hedge against a potential
increase in the U.S.  dollar cost of securities  to be acquired,  the Fund could
write a put option on the relevant  currency  which, if rates move in the manner
projected,  will expire  unexercised  and allow the Fund to hedge the  increased
cost up to the amount of the premium.  As in the case of other types of options,
however, the writing of a foreign currency option will constitute only a partial
hedge up to the  amount of the  premium.  If  exchange  rates do not move in the
expected  direction,  the option may be exercised and the Fund would be required
to buy or sell the underlying  currency at a loss which may not be offset by the
amount of the premium. Through the writing of options on foreign currencies, the
Fund also may lose all or a portion of the benefits  which might  otherwise have
been obtained from favorable movements in exchange rates.


                                       10
<PAGE>

     The Fund may write  covered  call  options  on foreign  currencies.  A call
option  written on a foreign  currency by the Fund is "covered" if the Fund owns
the foreign currency  underlying the call or has an absolute and immediate right
to acquire that foreign currency without  additional cash  consideration (or for
additional  cash  consideration  held in a segregated  account by its custodian)
upon conversion or exchange of other foreign currencies held in its portfolio. A
call option is also covered if the Fund has a call on the same foreign  currency
in the same  principal  amount as the call written if the exercise  price of the
call held (i) is equal to or less than the exercise price of the call written or
(ii) is greater than the exercise  price of the call written,  if the difference
is maintained  by the Fund in cash or  high-grade  liquid assets in a segregated
account with the Fund's custodian.

     The  Fund  also  may  write  call   options  on  foreign   currencies   for
cross-hedging purposes. A call option on a foreign currency is for cross-hedging
purposes  if it is  designed  to  provide a hedge  against  a decline  due to an
adverse change in the exchange rate in the U.S. dollar value of a security which
the Fund  owns or has the  right to  acquire  and  which is  denominated  in the
currency  underlying the option.  Call options on foreign  currencies  which are
entered  into for  cross-hedging  purposes  are not  covered.  However,  in such
circumstances,  the Fund will  collateralize  the option by segregating  cash or
high-grade  liquid assets in an amount not less than the value of the underlying
foreign currency in U.S. dollars marked-to-market daily.

     Options  on  Securities.  In an effort to  increase  current  income and to
reduce  fluctuations in net asset value, the Fund may write covered put and call
options  and buy put and call  options on  securities  that are traded on United
States and foreign securities exchanges and over-the-counter. The Fund may write
and buy  options  on the same  types of  securities  that the Fund may  purchase
directly.

     A put option  written by the Fund is "covered"  if the Fund (i)  segregates
cash not available for investment or high-grade liquid assets with a value equal
to the exercise  price of the put with the Fund's  custodian or (ii) holds a put
on the same security and in the same principal amount as the put written and the
exercise price of the put held is equal to or greater than the exercise price of
the put written. The premium paid by the buyer of an option will reflect,  among
other things, the relationship of the exercise price to the market price and the
volatility of the underlying security,  the remaining term of the option, supply
and demand and interest rates.

     A call  option  written  by the  Fund is  "covered"  if the  Fund  owns the
underlying  security  covered by the call or has an absolute and immediate right
to  acquire  that  security  without   additional  cash  consideration  (or  for
additional  cash  consideration  held  in a  segregated  account  by the  Fund's
custodian)  upon  conversion  or  exchange  of  other  securities  held  in  its
portfolio.  A call  option is also deemed to be covered if the Fund holds a call
on the same  security and in the same  principal  amount as the call written and
the  exercise  price of the call held (i) is equal to or less than the  exercise
price of the call written or (ii) is greater than the exercise price of the call
written  if the  difference  is  maintained  by the Fund in cash and  high-grade
liquid assets in a segregated account with its custodian.

     The Fund also may write call options that are not covered for cross-hedging
purposes. The Fund collateralizes its obligation under a written call option for
cross-hedging  purposes by  segregating  cash or high-grade  liquid assets in an
amount  not less than the market  value of the  underlying  security,  marked to
market  daily.  The Fund would write a call option for  cross-hedging  purposes,
instead of writing a covered call option,  when the premium to be received  from
the  cross-hedge  transaction  would  exceed that which  would be received  from
writing a covered call option and its  portfolio  manager  believes that writing
the option would achieve the desired hedge.

     The  writer  of an option  may have no  control  over  when the  underlying
securities must be sold, in the case of a call option, or bought, in the case of
a put option,  since with regard to certain options,  the writer may be assigned
an  exercise  notice at any time  prior to the  termination  of the  obligation.
Whether or not an option expires  unexercised,  the writer retains the amount of
the premium.  This amount, of course, may, in the case of a covered call option,
be offset by a decline in the market value of the underlying security during the
option period. If a call option is exercised, the writer experiences a profit or
loss from the sale of the underlying security. If a put option is exercised, the
writer  must  fulfill  the  obligation  to buy the  underlying  security  at the
exercise  price,  which  will  usually  exceed  the  then  market  value  of the
underlying security.

     The writer of an option that wishes to terminate its  obligation may effect
a "closing  purchase  transaction."  This is accomplished by buying an option of
the same series as the option previously written.  The effect of the purchase is
that  the  writer's  position  will be  canceled  by the  clearing  corporation.
However,  a writer may not effect a closing  purchase  transaction  after  being
notified of the exercise of an option.  Likewise,  an investor who is the holder
of  an  option  may   liquidate  its  position  by  effecting  a  "closing  sale
transaction."  This is  accomplished  by selling an option of the same series as
the  option  previously  bought.  There is no  guarantee  that  either a closing
purchase or a closing sale transaction can be effected.

     In the case of a written call option,  effecting a closing transaction will
permit the Fund to write  another call option on the  underlying  security  with
either a different  exercise price or expiration  date or both. In the case of a


                                       11
<PAGE>

written put option,  such  transaction will permit the Fund to write another put
option to the extent that the  exercise  price  thereof is secured by  deposited
high-grade liquid assets.  Effecting a closing  transaction also will permit the
Fund to use the cash or  proceeds  from the  concurrent  sale of any  securities
subject  to the  option  for other  investments.  If the Fund  desires to sell a
particular  security  from its  portfolio on which it has written a call option,
the Fund will effect a closing  transaction prior to or concurrent with the sale
of the security.

     The Fund will realize a profit from a closing  transaction  if the price of
the  purchase  transaction  is less than the premium  received  from writing the
option or the price  received from a sale  transaction  is more than the premium
paid to buy the option. The Fund will realize a loss from a closing  transaction
if the price of the purchase  transaction is more than the premium received from
writing the option or the price  received from a sale  transaction  is less than
the premium  paid to buy the option.  Because  increases in the market of a call
option  generally  will reflect  increases in the market price of the underlying
security,  any loss  resulting from the repurchase of a call option is likely to
be offset in whole or in part by appreciation  of the underlying  security owned
by the Fund.

     An option  position may be closed out only where a secondary  market for an
option of the same series exists. If a secondary market does not exist, the Fund
may not be able to effect  closing  transactions  in particular  options and the
Fund would have to exercise  the options in order to realize any profit.  If the
Fund is unable to effect a closing purchase  transaction in a secondary  market,
it will not be able to sell the underlying  security until the option expires or
it delivers  the  underlying  security  upon  exercise.  The absence of a liquid
secondary market may be due to the following:  (i) insufficient trading interest
in certain options,  (ii) restrictions imposed by a national securities exchange
("Exchange") on which the option is traded on opening or closing transactions or
both,  (iii)  trading  halts,  suspensions  or other  restrictions  imposed with
respect to  particular  classes or series of options or  underlying  securities,
(iv) unusual or unforeseen  circumstances that interrupt normal operations on an
Exchange,  (v)  the  facilities  of an  Exchange  or  of  the  Options  Clearing
Corporation  ("OCC") may not at all times be adequate to handle current  trading
volume,  or (vi) one or more  Exchanges  could,  for economic or other  reasons,
decide or be compelled at some future date to discontinue the trading of options
(or a  particular  class or series of  options),  in which  event the  secondary
market on that  Exchange (or in that class or series of options)  would cease to
exist, although outstanding options on that Exchange that had been issued by the
OCC as a result of trades on that Exchange  would  continue to be exercisable in
accordance with their terms.

     The Fund may write options in connection with  buy-and-write  transactions.
In other words, the Fund may buy a security and then write a call option against
that  security.  The  exercise  price of such call will depend upon the expected
price movement of the underlying  security.  The exercise price of a call option
may  be   below   ("in-the-money"),   equal   to   ("at-the-money")   or   above
("out-of-the-money")  the current value of the  underlying  security at the time
the  option is  written.  Buy-and-write  transactions  using  in-the-money  call
options  may be used  when it is  expected  that  the  price  of the  underlying
security  will  remain  flat or decline  moderately  during  the option  period.
Buy-and-write  transactions  using at-the-money call options may be used when it
is expected  that the price of the  underlying  security  will  remain  fixed or
advance  moderately during the option period.  Buy-and-write  transactions using
out-of-the-money  call options may be used when it is expected that the premiums
received from writing the call option plus the  appreciation in the market price
of the  underlying  security up to the  exercise  price will be greater than the
appreciation in the price of the underlying  security alone. If the call options
are exercised in such transactions,  the Fund's maximum gain will be the premium
received  by it for writing the option,  adjusted  upwards or  downwards  by the
difference  between the Fund's  purchase  price of the security and the exercise
price. If the options are not exercised and the price of the underlying security
declines,  the  amount of such  decline  will be offset by the amount of premium
received.

     The  writing of covered  put options is similar in terms of risk and return
characteristics  to  buy-and-write  transactions.  If the  market  price  of the
underlying  security  rises or otherwise is above the  exercise  price,  the put
option will expire  worthless and the Fund's gain will be limited to the premium
received.  If the market price of the underlying  security declines or otherwise
is below the  exercise  price,  the Fund may elect to close the position or take
delivery of the security at the exercise price and the Fund's return will be the
premium received from the put options minus the amount by which the market price
of the security is below the exercise price.

     The Fund may buy put options to hedge against a decline in the value of its
portfolio.  By using put options in this way, the Fund will reduce any profit it
might  otherwise have realized in the  underlying  security by the amount of the
premium paid for the put option and by transaction costs.

     The Fund may buy call options to hedge  against an increase in the price of
securities  that it may buy in the future.  The premium paid for the call option
plus any transaction costs will reduce the benefit, if any, realized by the Fund
upon exercise of the option,  and,  unless the price of the underlying  security
rises sufficiently, the option may expire worthless to the Fund.


                                       12
<PAGE>

     Eurodollar  Instruments.  The  Fund  may  make  investments  in  Eurodollar
instruments.   Eurodollar  instruments  are  U.S.   dollar-denominated   futures
contracts or options  thereon which are linked to the London  Interbank  Offered
Rate ("LIBOR"), although foreign currency-denominated  instruments are available
from time to time.  Eurodollar  futures  contracts enable purchasers to obtain a
fixed  rate for the  lending  of funds and  sellers  to obtain a fixed  rate for
borrowings.  The Fund might use Eurodollar futures contracts and options thereon
to hedge  against  changes  in LIBOR,  to which  many  interest  rate  swaps and
fixed-income instruments are linked.

     Swaps and  Swap-Related  Products.  The Fund may enter into  interest  rate
swaps,  caps and  floors on  either an  asset-based  or  liability-based  basis,
depending  upon  whether it is hedging its assets or its  liabilities,  and will
usually  enter into  interest  rate swaps on a net basis (i.e.,  the two payment
streams are netted out, with the Fund  receiving or paying,  as the case may be,
only the net amount of the two payments).  The net amount of the excess, if any,
of the Fund's  obligations  over its  entitlement  with respect to each interest
rate  swap  will  be  calculated  on a  daily  basis  and an  amount  of cash or
high-grade  liquid  assets having an aggregate net asset value at least equal to
the accrued  excess will be  maintained  in a  segregated  account by the Fund's
custodian.  If the Fund enters  into an  interest  rate swap on other than a net
basis,  it would  maintain a segregated  account in the full amount accrued on a
daily basis of its obligations with respect to the swap. The Fund will not enter
into any  interest  rate swap,  cap or floor  transaction  unless the  unsecured
senior debt or the claims-paying  ability of the other party thereto is rated in
one of the three highest rating categories of at least one nationally recognized
statistical  rating  organization at the time of entering into such transaction.
Janus  Capital will monitor the  creditworthiness  of all  counterparties  on an
ongoing  basis.  If there is a default by the other party to such a transaction,
the Fund will have contractual  remedies  pursuant to the agreements  related to
the transaction.

     The swap market has grown substantially in recent years with a large number
of banks and  investment  banking firms acting both as principals  and as agents
utilizing standardized swap documentation. Janus Capital has determined that, as
a result, the swap market has become relatively liquid. Caps and floors are more
recent  innovations  for  which  standardized  documentation  has not  yet  been
developed and,  accordingly,  they are less liquid than swaps. To the extent the
Fund sells (i.e.,  writes) caps and floors, it will segregate cash or high-grade
liquid  assets  having an  aggregate  net asset value at least equal to the full
amount, accrued on a daily basis, of its obligations with respect to any caps or
floors.

     There is no limit on the amount of interest rate swap transactions that may
be entered into by the Fund. These  transactions  may in some instances  involve
the  delivery  of  securities  or  other  underlying  assets  by the Fund or its
counterparty   to   collateralize   obligations   under  the  swap.   Under  the
documentation  currently used in those markets, the risk of loss with respect to
interest  rate swaps is limited to the net amount of the payments  that the Fund
is contractually  obligated to make. If the other party to an interest rate swap
that is not  collateralized  defaults,  the Fund  would risk the loss of the net
amount of the payments that it  contractually  is entitled to receive.  The Fund
may buy and sell (i.e.,  write) caps and floors without  limitation,  subject to
the segregation requirement described above.

     Additional Risks of Options on Foreign  Currencies,  Forward  Contracts and
Foreign  Instruments.  Unlike  transactions  entered into by the Fund in futures
contracts, options on foreign currencies and forward contracts are not traded on
contract markets regulated by the CFTC or (with the exception of certain foreign
currency  options)  by the SEC. To the  contrary,  such  instruments  are traded
through  financial  institutions  acting  as  market-makers,   although  foreign
currency options are also traded on certain Exchanges,  such as the Philadelphia
Stock  Exchange  and  the  Chicago  Board  Options  Exchange,   subject  to  SEC
regulation. Similarly, options on currencies may be traded over-the-counter.  In
an over-the-counter  trading  environment,  many of the protections  afforded to
Exchange  participants  will not be available.  For example,  there are no daily
price fluctuation  limits, and adverse market movements could therefore continue
to an  unlimited  extent over a period of time.  Although the buyer of an option
cannot lose more than the amount of the premium plus related  transaction costs,
this entire  amount  could be lost.  Moreover,  an option  writer and a buyer or
seller of futures or forward  contracts  could  lose  amounts  substantially  in
excess of any premium received or initial margin or collateral posted due to the
potential  additional  margin and collateral  requirements  associated with such
positions.

     Options  on  foreign   currencies   traded  on  Exchanges  are  within  the
jurisdiction  of the SEC,  as are other  securities  traded on  Exchanges.  As a
result, many of the protections  provided to traders on organized Exchanges will
be  available  with respect to such  transactions.  In  particular,  all foreign
currency option positions entered into on an Exchange are cleared and guaranteed
by the OCC, thereby reducing the risk of counterparty default. Further, a liquid
secondary market in options traded on an Exchange may be more readily  available
than  in  the  over-the-counter  market,  potentially  permitting  the  Fund  to
liquidate  open  positions  at a profit prior to exercise or  expiration,  or to
limit losses in the event of adverse market movements.

     The purchase and sale of exchange-traded foreign currency options, however,
is  subject  to the  risks  of the  availability  of a liquid  secondary  market
described  above,  as well as the  risks  regarding  adverse  market  movements,


                                       13
<PAGE>

margining  of  options  written,  the  nature of the  foreign  currency  market,
possible  intervention  by  governmental  authorities  and the  effects of other
political and economic events. In addition,  exchange-traded  options on foreign
currencies involve certain risks not presented by the  over-the-counter  market.
For example,  exercise and  settlement of such options must be made  exclusively
through the OCC,  which has  established  banking  relationships  in  applicable
foreign countries for this purpose.  As a result,  the OCC may, if it determines
that  foreign  governmental  restrictions  or taxes  would  prevent  the orderly
settlement  of  foreign  currency  option  exercises,  or would  result in undue
burdens on the OCC or its clearing member, impose special procedures on exercise
and  settlement,  such as  technical  changes in the  mechanics  of  delivery of
currency, the fixing of dollar settlement prices or prohibitions on exercise.

     In addition,  options on U.S.  government  securities,  futures  contracts,
options  on  futures  contracts,   forward  contracts  and  options  on  foreign
currencies may be traded on foreign  exchanges and  over-the-counter  in foreign
countries.  Such  transactions  are subject to the risk of governmental  actions
affecting  trading in or the prices of foreign  currencies  or  securities.  The
value of such  positions  also could be adversely  affected by (i) other complex
foreign  political and economic  factors,  (ii) lesser  availability than in the
United  States of data on which to make trading  decisions,  (iii) delays in the
Fund's ability to act upon economic  events  occurring in foreign markets during
non-business  hours in the  United  States,  (iv) the  imposition  of  different
exercise and settlement terms and procedures and margin requirements than in the
United States, and (v) low trading volume.

INVESTMENT ADVISER

   
     As stated in the Prospectus,  the Fund has an Investment Advisory Agreement
with Janus  Capital,  100 Fillmore  Street,  Denver,  Colorado  80206-4923.  The
Advisory  Agreement  provides that Janus Capital will furnish  continuous advice
and recommendations concerning the Fund's investments,  provide office space for
the Fund, pay the salaries,  fees and expenses of all Fund officers and of those
Trustees  who are  affiliated  with  Janus  Capital,  and pay  all  expenses  of
promoting  the  sale of Fund  shares  other  than  the  cost of  complying  with
applicable  laws  relating  to the offer or sale of  shares  of the Fund.  Janus
Capital also may make payments to selected  broker-dealer  firms or institutions
which  perform  recordkeeping  or other  services  with  respect to  shareholder
accounts. The minimum aggregate size required for eligibility for such payments,
and the factors in selecting the  broker-dealer  firms and institutions to which
they will be made,  are  determined  from time to time by Janus  Capital.  Janus
Capital is also authorized to perform the management and administrative services
necessary for the operation of the Fund.

     The Fund pays  custodian and transfer  agent fees and  expenses,  brokerage
commissions  and  dealer  spreads  and other  expenses  in  connection  with the
execution of portfolio transactions, legal and accounting expenses, interest and
taxes,  registration  fees,  expenses of  shareholders'  meetings and reports to
shareholders,  fees and expenses of Trustees who are not  affiliated  with Janus
Capital,  costs of preparing,  printing and mailing the Fund's  Prospectuses and
Statements of Additional Information to current shareholders, and other costs of
complying with applicable  laws regulating the sale of Fund shares.  Pursuant to
the  Advisory  Agreement,   Janus  Capital  furnishes  certain  other  services,
including net asset value determination and Fund accounting,  recordkeeping, and
blue sky registration and monitoring services,  for which the Fund may reimburse
Janus Capital for its costs.
    

     The Fund has agreed to  compensate  Janus  Capital for its  services by the
monthly payment of a fee at the annual rate of .75% of the first $300 million of
the Fund's  average  daily net  assets  and .65% of average  daily net assets in
excess of $300  million.  Janus  Capital  has agreed to waive the  advisory  fee
payable by the Fund in an amount  equal to the amount,  if any,  that the Fund's
normal operating  expenses  chargeable to its income account in any fiscal year,
including  the  investment  advisory fee but  excluding  brokerage  commissions,
interest,  taxes  and  extraordinary  expenses,   exceed  the  most  restrictive
limitation  imposed by any state.  The Fund believes  that the most  restrictive
limitation  currently  effective  is 2.50% of the first $30  million  of average
daily net  assets,  plus  2.00% of the next $70  million  of  average  daily net
assets,  plus 1.50% of the balance of the Fund's  average daily net assets for a
fiscal year.  In addition,  Janus  Capital has agreed until at least October 31,
1996,  to waive the  advisory  fee payable by the Fund in an amount equal to the
amount,  if any, that the Fund's  normal  operating  expenses  chargeable to its
income  account in any fiscal year,  including the  investment  advisory fee but
excluding brokerage  commissions,  interest,  taxes and extraordinary  expenses,
exceed 1.00% of the average daily net assets for a fiscal year.

     The current Advisory  Agreement became effective on September 27, 1995, and
it will continue in effect until June 16, 1997, and thereafter from year to year
so long as such  continuance  is  approved  annually by a majority of the Fund's
Trustees who are not parties to the Advisory  Agreement or interested persons of
any such party, and by either a majority of the outstanding voting shares of the
Fund or the Trustees.  The Advisory  Agreement i) may be terminated  without the
payment of any penalty by the Fund or Janus Capital on 60 days' written  notice;
ii) terminates automatically in the event of its assignment; and iii) generally,
may not be amended  without the approval by vote of a majority of the  Trustees,
including  the  Trustees  who are not  interested  persons  of the Fund or Janus
Capital  and, to the extent  required by the 1940 Act, the vote of a majority of
the outstanding voting securities of the Fund.


                                       14
<PAGE>

     Janus Capital also performs  investment  advisory services for other mutual
funds,  and for  individual,  charitable,  corporate  and  retirement  accounts.
Investment  decisions for each account  managed by Janus Capital,  including the
Fund, are made  independently from those for any other account that is or may in
the future become managed by Janus Capital or its  affiliates.  If,  however,  a
number of accounts managed by Janus Capital are contemporaneously engaged in the
purchase or sale of the same security,  the orders may be aggregated  and/or the
transactions  may be  averaged  as to  price  and  allocated  equitably  to each
account.  In some cases,  this policy might  adversely  affect the price paid or
received by an account or the size of the position obtained or liquidated for an
account.

     Each account managed by Janus Capital has its own investment  objective and
policies and is managed accordingly by a particular portfolio manager or team of
portfolio managers. As a result, from time to time two or more different managed
accounts may pursue divergent investment  strategies with respect to investments
or categories of investments.

     As indicated in the Prospectus,  Janus Capital permits investment and other
personnel to purchase and sell  securities  for their own accounts in accordance
with a Janus Capital policy regarding personal investing by directors,  officers
and  employees of Janus  Capital and the Fund.  The policy  requires  investment
personnel and officers of Janus Capital,  inside  directors of Janus Capital and
the Fund and other  designated  persons deemed to have access to current trading
information to pre-clear all  transactions  in securities  not otherwise  exempt
under the policy.  Requests for trading  authority  will be denied  when,  among
other  reasons,  the  proposed  personal  transaction  would be  contrary to the
provisions of the policy or would be deemed to adversely  affect any transaction
then known to be under  consideration  for or to have been effected on behalf of
any client account, including the Fund.

     In addition to the  pre-clearance  requirement  described above, the policy
subjects investment personnel,  officers and directors/Trustees of Janus Capital
and the Fund to various  trading  restrictions  and reporting  obligations.  All
reportable transactions are reviewed for compliance with Janus Capital's policy.
Those persons also may be required under certain  circumstances to forfeit their
profits made from personal trading.

     The provisions of the policy are  administered by and subject to exceptions
authorized by Janus Capital.

     Kansas City Southern  Industries,  Inc., a publicly  traded holding company
whose primary subsidiaries are engaged in transportation, information processing
and financial services ("KCSI"), owns approximately 83% of Janus Capital. Thomas
H.  Bailey,  the  President  and  Chairman of the Board of Janus  Capital,  owns
approximately  12% of its voting  stock and, by agreement  with KCSI,  selects a
majority of Janus Capital's Board.

CUSTODIAN, TRANSFER AGENT AND CERTAIN AFFILIATIONS

   
     Investors  Fiduciary  Trust Company  ("IFTC"),  127 W. 10th Street,  Kansas
City,  Missouri  64105,  has  custody  of the  securities  and  cash of the Fund
maintained  in the United  States.  IFTC is a  wholly-owned  subsidiary of State
Street  Bank  and  Trust  Company  ("State  Street"),   P.O.  Box  351,  Boston,
Massachusetts 02101. State Street and the foreign  subcustodians  selected by it
and  approved  by the  Trustees,  have  custody  of the  assets of the Fund held
outside the U.S. and cash incidental thereto. State Street may also have custody
of certain  domestic and foreign  securities  held in connection with repurchase
agreements.   The  custodians  and  subcustodians  hold  the  Fund's  assets  in
safekeeping  and  collect  and  remit  the  income   thereon,   subject  to  the
instructions of the Fund.
    

     Janus  Service  Corporation  ("Janus  Service"),  P.O. Box 173375,  Denver,
Colorado 80217-3375,  a wholly-owned  subsidiary of Janus Capital, is the Fund's
transfer   agent.   In  addition,   Janus   Service   provides   certain   other
administrative, recordkeeping and shareholder relations services to the Fund.

   
     Janus  Distributors,  Inc.  ("Janus  Distributors"),  100 Fillmore  Street,
Denver,  Colorado  80206,  a  wholly-owned  subsidiary  of Janus  Capital,  is a
distributor of the Fund.  Janus  Distributors  is registered as a  broker-dealer
under the Securities  Exchange Act of 1934 (the "Exchange  Act") and is a member
of the National Association of Securities Dealers,  Inc. Janus Distributors acts
as the agent of the Fund in connection with the sale of its shares in all states
in which the shares are registered and in which Janus  Distributors is qualified
as  a  broker-dealer.  Under  the  Distribution  Agreement,  Janus  Distributors
continuously  offers the Fund's shares and accepts orders at net asset value. No
sales charges are paid by  investors.  Promotional  expenses in connection  with
offers and sales of shares are paid by Janus Capital.
    

     For  transfer  agency  and other  services,  Janus  Service  receives a fee
calculated at an annual rate of $16 per Fund shareholder  account.  In addition,
the Fund pays DST Systems,  Inc. ("DST"), a subsidiary of KCSI, license fees for
the use of DST's  shareholder  accounting  and  portfolio  and  fund  accounting
systems, and postage and forms costs of a DST affiliate incurred in mailing Fund
shareholder transaction confirmations.


                                       15
<PAGE>

     The Trustees have  authorized  the Fund to use another  affiliate of DST as
introducing broker for certain Fund portfolio  transactions as a means to reduce
Fund  expenses  through a credit  against the charges of DST and its  affiliates
with regard to commissions earned by such affiliate. See "Portfolio Transactions
and Brokerage."

PORTFOLIO TRANSACTIONS AND BROKERAGE

   
     Decisions  as to the  assignment  of  portfolio  business  for the Fund and
negotiation of its commission rates are made by Janus Capital whose policy is to
obtain the "best execution" (prompt and reliable execution at the most favorable
security  price)  of all  portfolio  transactions.  The Fund may  trade  foreign
securities  in foreign  countries  because the best  available  market for these
securities  is often on foreign  exchanges.  In  transactions  on foreign  stock
exchanges,  brokers'  commissions are frequently fixed and are often higher than
in the United States, where commissions are negotiated.
    

     In  selecting  brokers and dealers and in  negotiating  commissions,  Janus
Capital  considers a number of  factors,  including  but not  limited to:  Janus
Capital's knowledge of currently available negotiated commission rates or prices
of  securities  currently  available and other current  transaction  costs;  the
nature of the security being traded;  the size and type of the transaction;  the
nature and  character  of the markets for the  security to be purchased or sold;
the desired  timing of the trade;  the  activity  existing  and  expected in the
market  for  the  particular  security;  confidentiality;  the  quality  of  the
execution,  clearance and settlement services; financial stability of the broker
or dealer;  the  existence  of actual or  apparent  operational  problems of any
broker or dealer;  rebates of  commissions by a broker to the fund or to a third
party service provider to the fund to pay fund expenses;  and research  products
or services  provided.  In  recognition  of the value of the foregoing  factors,
Janus Capital may place portfolio transactions with a broker or dealer with whom
it has  negotiated  a  commission  that is in excess of the  commission  another
broker or dealer  would have charged for  effecting  that  transaction  if Janus
Capital  determines in good faith that such amount of commission  was reasonable
in relation to the value of the brokerage  and research  provided by such broker
or dealer  viewed  in terms of  either  that  particular  transaction  or of the
overall  responsibilities  of Janus  Capital.  Research  may include  furnishing
advice,  either directly or through publications or writings, as to the value of
securities,  the advisability of purchasing or selling  specific  securities and
the   availability  of  securities  or  purchasers  or  sellers  of  securities;
furnishing  seminars,  information,  analyses  and reports  concerning  issuers,
industries,  securities,  trading markets and methods, legislative developments,
changes in  accounting  practices,  economic  factors  and trends and  portfolio
strategy; access to research analysts, corporate management personnel,  industry
experts, economists and government officials; comparative performance evaluation
and  technical  measurement  services and quotation  services,  and products and
other  services  (such as third party  publications,  reports and analyses,  and
computer and electronic access, equipment, software, information and accessories
that deliver,  process or otherwise utilize information,  including the research
described above) that assist Janus Capital in carrying out its responsibilities.
Research received from brokers or dealers is supplemental to Janus Capital's own
research  efforts.  Most  brokers  and  dealers  used by Janus  Capital  provide
research and other services described above.

     Janus  Capital may use research  products  and services in servicing  other
accounts in addition to the Fund. If Janus Capital  determines that any research
product or service has a mixed use, such that it also serves  functions  that do
not assist in the investment decision-making process, Janus Capital may allocate
the costs of such  service  or  product  accordingly.  Only that  portion of the
product  or  service  that  Janus  Capital  determines  will  assist  it in  the
investment  decision-making  process  may be paid  for in  brokerage  commission
dollars. Such allocation may create a conflict of interest for Janus Capital.

     Janus Capital does not enter into agreements with any brokers regarding the
placement  of  securities  transactions  because of the research  services  they
provide.   It  does,   however,   have  an  internal  procedure  for  allocating
transactions in a manner consistent with its execution policy to brokers that it
has identified as providing superior  executions and research,  research-related
products or services  which  benefit its advisory  clients,  including the Fund.
Research products and services incidental to effecting  securities  transactions
furnished  by brokers or dealers  may be used in  servicing  any or all of Janus
Capital's clients and such research may not necessarily be used by Janus Capital
in connection  with the accounts  which paid  commissions  to the  broker-dealer
providing such research products and services.

   
     Janus Capital may consider sales of Fund shares by a  broker-dealer  or the
recommendation  of a  broker-dealer  to its  customers  that they  purchase Fund
shares as a factor in the selection of  broker-dealers to execute Fund portfolio
transactions. Janus Capital may also consider payments made by brokers effecting
transactions  for the Fund i) to the Fund or ii) to other  persons  on behalf of
the Fund for  services  provided to the Fund for which it would be  obligated to
pay. In placing portfolio business with such broker-dealers,  Janus Capital will
seek the best execution of each transaction.
    


                                       16
<PAGE>

     When the Fund purchases or sells a security in the over-the-counter market,
the transaction takes place directly with a principal market-maker,  without the
use of a broker,  except in those  circumstances  where in the  opinion of Janus
Capital  better  prices and  executions  will be  achieved  through the use of a
broker.

     The Fund's  Trustees have  authorized  Janus Capital to place  transactions
with DST Securities,  Inc. ("DSTS"), a wholly-owned  broker-dealer subsidiary of
DST.  Janus Capital may do so if it reasonably  believes that the quality of the
transaction  and the  associated  commission  are  fair and  reasonable  and if,
overall,  the associated  transaction  costs, net of any credits described above
under "Custodian, Transfer Agent and Certain Affiliations," are lower than those
that would otherwise be incurred.

OFFICERS AND TRUSTEES

     The  following  are the names of the  Trustees  and  officers of the Trust,
together with a brief description of their principal occupations during the last
five years. In August 1992, Janus Venture Fund, Inc. and Janus Twenty Fund, Inc.
(both  separate   Maryland   corporations)   and  the  Janus  Income  Series  (a
Massachusetts  business trust  comprised of the Janus  Flexible  Income Fund and
Janus  Intermediate  Government  Securities Fund series) were  reorganized  into
separate  series of the Trust.  In general,  all  references to Trust offices in
this section include comparable  offices with the respective  predecessor funds,
unless a Trust office was filled subsequent to the reorganization.

   
Thomas H. Bailey*# - Trustee, Chairman and President
100 Fillmore Street
Denver, CO 80206-4923
     Trustee,  Chairman and President of Janus Aspen Series. Chairman,  Director
     and President of Janus Capital.  Chairman and Director of IDEX  Management,
     Inc.,  Largo,  Florida  (50%  subsidiary  of Janus  Capital and  investment
     adviser to a group of mutual funds) ("IDEX").

James P. Craig, III*# - Trustee and Executive Vice President
100 Fillmore Street
Denver, CO 80206-4923
     Trustee  and  Executive  Vice  President  of  Janus  Aspen  Series.   Chief
     Investment  Officer,  Vice  President,   and  Director  of  Janus  Capital.
     Executive  Vice  President  and  Portfolio  Manager of Janus Fund and Janus
     Balanced Fund series of the Trust.

Ronald V. Speaker* - Executive Vice President and Portfolio Manager
100 Fillmore Street
Denver, CO 80206-4923
     Executive  Vice President and Portfolio  Manager of Janus  Flexible  Income
     Fund, Janus Intermediate  Government Securities Fund, Janus Short-Term Bond
     Fund, Janus Federal Tax-Exempt Fund and Janus High-Yield Fund series of the
     Trust.  Executive Vice  President of Janus Aspen Series.  Vice President of
     Janus Capital. Formerly, securities analyst and research associate at Janus
     Capital (1986 to 1992).

David C. Tucker* - Vice President and General Counsel
100 Fillmore Street
Denver, CO 80206-4923
     Vice President and General  Counsel of Janus Aspen Series.  Vice President,
     Secretary and General  Counsel of Janus Capital.  Vice  President,  General
     Counsel and Director of Janus Service and Janus Distributors.

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


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


                                       17
<PAGE>

   
Kelley Abbott Howes* - Secretary
100 Fillmore Street
Denver, CO 80206-4923
     Secretary  of Janus  Aspen  Series.  Associate  Counsel  of Janus  Capital.
     Formerly (1990 to 1994) with The Boston  Company  Advisors,  Inc.,  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).

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 the Fund's
objective, policies and techniques. The Trustees also supervise the operation of
the Fund by their officers and review the  investment  decisions of the officers
although  they do not  actively  participate  on a regular  basis in making such
decisions.

     The Executive Committee of the Trustees shall have and may exercise all the
powers and  authority  of the Board except for matters  requiring  action by the
whole Board pursuant to the Trust's Bylaws or Agreement and Declaration of Trust
("Declaration of Trust"), Massachusetts law or the 1940 Act.

     The following table shows the aggregate  compensation  paid to each Trustee
by the Fund and all funds advised and sponsored by Janus Capital  (collectively,
the "Janus Funds") for the periods  indicated.  None of the Trustees receive any
pension or retirement from the Fund or the Janus Funds.


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


                                       18
<PAGE>

<TABLE>
<CAPTION>
                                                  Aggregate Compensation            Total Compensation from the
                                                from the Fund for fiscal year      Janus Funds for calendar year
Name of Person, Position                          ended October 31, 1995**           ended December 31, 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 Fund and of Janus Capital. Compensated by Janus
     Capital and not the Fund.
**   The Fund had not commenced operations as of October 31, 1995.
***  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
Fund's  shares.  Shares of the Fund are sold at the net asset value per share as
determined  at the close of the  regular  trading  session of the New York Stock
Exchange  (the "NYSE")  next  occurring  after a purchase  order is received and
accepted  by the  Fund.  The  Shareholder's  Manual  Section  of the  Prospectus
contains detailed information about the purchase of shares.

NET ASSET VALUE DETERMINATION

   
     As stated in the Prospectus,  the net asset value ("NAV") of Fund shares is
determined  once each day on which the NYSE is open, at the close of its regular
trading session (normally 4:00 p.m., New York time, Monday through Friday).  The
NAV of Fund shares is not determined on days the NYSE is closed (generally,  New
Year's Day, Presidents' Day, Good Friday,  Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christmas). The per share NAV of the Fund is determined by
dividing  the  total  value of the  Fund's  securities  and other  assets,  less
liabilities,  by the total number of shares  outstanding.  In  determining  NAV,
securities listed on an Exchange, the NASDAQ National Market and foreign markets
are valued at the closing  prices on such  markets,  or if such price is lacking
for the trading period  immediately  preceding the time of  determination,  such
securities are valued at their current bid price.  Municipal  securities held by
the Fund are traded primarily in the over-the-counter market. Valuations of such
securities  are furnished by one or more pricing  services  employed by the Fund
and are based upon a  computerized  matrix  system or  appraisals  obtained by a
pricing  service,  in each case in reliance upon information  concerning  market
transactions and quotations from recognized municipal securities dealers.  Other
securities  that are traded on the  over-the-counter  market are valued at their
closing bid prices.  Foreign  securities  and  currencies  are converted to U.S.
dollars  using the  exchange  rate in effect at the close of the NYSE.  The Fund
will  determine the market value of individual  securities  held by it, by using
prices provided by one or more  professional  pricing services which may provide
market prices to other funds, or, as needed, by obtaining market quotations from
independent  broker-dealers.  Short-term  securities maturing within 60 days are
valued on the amortized  cost basis.  Securities  for which  quotations  are not
readily  available,  and other assets,  are valued at fair values  determined in
good faith under  procedures  established  by and under the  supervision  of the
Trustees.
    

     Trading in securities on European and Far Eastern securities  exchanges and
over-the-counter markets is normally completed well before the close of business
on each  business  day in New York (i.e.,  a day on which the NYSE is open).  In
addition,  European  or  Far  Eastern  securities  trading  generally  or  in  a
particular  country or countries  may not take place on all business days in New
York. Furthermore,  trading takes place in Japanese markets on certain Saturdays
and in various  foreign  markets on days which are not business days in New York
and on which the Fund's NAV is not  calculated.  The Fund calculates its NAV per
share, and therefore  effects sales,  redemptions and repurchases of its shares,
as of the  close of the NYSE  once on each day on which  the NYSE is open.  Such
calculation may not take place  contemporaneously  with the determination of the
prices of the foreign portfolio securities used in such calculation.

REINVESTMENT OF DIVIDENDS AND DISTRIBUTIONS

     If investors do not elect in writing or by phone to receive their dividends
and distributions in cash, all income dividends and capital gains distributions,
if any, on the Fund's shares are reinvested  automatically in additional  shares
of the Fund at the NAV determined on the first business day following the record
date.  Dividend  statements will be mailed at the end of each calendar  quarter.
Checks for cash dividends and  distributions  and confirmations of 


                                       19
<PAGE>

reinvestments  are  usually  mailed to  shareholders  within  ten days after the
record date. Any election of the manner in which a shareholder wishes to receive
dividends and  distributions  (which may be made on the New Account  Application
form or by phone) will apply to dividends and  distributions the record dates of
which fall on or after the date that the Fund  receives  such notice.  Investors
receiving cash  distributions  and dividends may elect in writing or by phone to
change back to automatic reinvestment at any time.

REDEMPTION OF SHARES

     Procedures  for  redemption  of shares  are set forth in the  Shareholder's
Manual  section of the  Prospectus.  Shares  normally will be redeemed for cash,
although the Fund  retains the right to redeem its shares in kind under  unusual
circumstances,  in order to protect the interests of remaining shareholders,  by
delivery of securities selected from its assets at its discretion.  However, the
Fund is governed by Rule 18f-1 under the 1940 Act,  which  requires  the Fund to
redeem  shares  solely in cash up to the lesser of  $250,000 or 1% of the NAV of
the Fund during any 90-day period for any one shareholder. Should redemptions by
any  shareholder  exceed  such  limitation,  the Fund  will  have the  option of
redeeming  the excess in cash or in kind.  If shares are  redeemed in kind,  the
redeeming  shareholder  might incur  brokerage costs in converting the assets to
cash. The method of valuing  securities used to make redemptions in kind will be
the same as the method of valuing portfolio securities described under "Purchase
of Shares - Net Asset Value Determination" and such valuation will be made as of
the same time the redemption price is determined.

       

     The right to require the Fund to redeem its shares may be suspended, or the
date  of  payment  may  be  postponed,  whenever  (1)  trading  on the  NYSE  is
restricted,  as determined by the SEC, or the NYSE is closed except for holidays
and  weekends,  (2) the SEC permits  such  suspension  and so orders,  or (3) an
emergency  exists as  determined  by the SEC so that  disposal of  securities or
determination of NAV is not reasonably practicable.

SHAREHOLDER ACCOUNTS

     Detailed  information about the general procedures for shareholder accounts
and specific types of accounts is set forth in the Prospectus.  Applications for
specific types of accounts may be obtained by calling the Fund at 1-800-525-3713
or writing to the Fund at P.O. Box 173375, Denver, Colorado 80217-3375.

   
TELEPHONE TRANSACTIONS

     As  stated  in the  Prospectus,  shareholders  may  initiate  a  number  of
transactions  by telephone.  The Fund,  its transfer  agent and its  distributor
disclaim  responsibility  for  the  authenticity  of  instructions  received  by
telephone.  Such  entities  will employ  reasonable  procedures  to confirm that
instructions communicated by telephone are genuine. Such procedures may include,
among others,  requiring personal  identification prior to acting upon telephone
instructions,  providing  written  confirmation  of the  transactions  and  tape
recording telephone conversations.
    

SYSTEMATIC WITHDRAWALS

     As stated in the  Shareholder's  Manual section of the  Prospectus,  if you
have  a  regular  account  or  are  eligible  for  normal  distributions  from a
retirement plan, you may establish a systematic withdrawal program. The payments
will be made from the proceeds of periodic  redemptions of shares in the account
at the NAV.  Depending on the size or frequency of the disbursements  requested,
and the  fluctuation  in  value of the  Fund's  portfolio,  redemptions  for the
purpose  of  making  such   disbursements   may  reduce  or  even   exhaust  the
shareholder's account.  Either an investor or the Fund, by written notice to the
other,  may terminate  the  investor's  systematic  withdrawal  program  without
penalty at any time.

     Information about requirements to establish a systematic withdrawal program
may be obtained  by writing or calling  the Fund at the address or phone  number
shown above.

RETIREMENT PLANS

   
     The Fund offers several  different types of tax-deferred  retirement  plans
that an investor  may  establish  to invest in Fund  shares,  depending on rules
prescribed by the Code. The Individual Retirement Account ("IRA") may be used by
most  individuals who have taxable  compensation.  Simplified  Employee  Pension
Plans ("SEPs") and Defined  Contribution Plans (Profit Sharing or Money Purchase
Pension  Plans)  may  be  used  by  most  employers,   including   corporations,
partnerships and sole proprietors,  for the benefit of business owners and their
employees.  In addition,  the Fund offers a Section 403(b)(7) Plan for employees
of educational  organizations  and other  qualifying  tax-exempt  organizations.
Investors  should consult their tax advisor or legal counsel before  selecting a
retirement plan.
    


                                       20
<PAGE>

   
     Contributions  under IRAs,  SEPs,  Defined  Contribution  Plans and Section
403(b)(7)  Plans are subject to specific  contribution  limitations.  Generally,
such  contributions  will be invested at the direction of the  participant.  The
investment  is then held by IFTC as  custodian.  Each  participant's  account is
charged an annual fee of $12.  There is a maximum annual fee of $24 per taxpayer
identification  number.  In lieu of the  annual  fee,  a  special  nonrefundable
one-time fee of $100 may be paid. This fee covers all retirement plans discussed
above that are maintained under the same taxpayer  identification  number in any
series of the Trust, and carries over to spousal  beneficiaries  who transfer or
rollover  the  plan  assets  to a plan in  their  name  upon  the  death  of the
participant, as long as the accounts remain with Janus on a continuing basis.
    

     Distributions  from  retirement  plans are  generally  subject to  ordinary
income tax and may be subject to an additional 10% tax if withdrawn prior to age
591/2. Several exceptions to the general rule may apply.  However,  shareholders
must start withdrawing  retirement plan assets no later than April 1 of the year
after they reach age 701/2. Several methods exist to determine the amount of the
minimum annual distribution.  Shareholders should consult with their tax advisor
or legal counsel prior to receiving any  distribution  from any retirement plan,
in order to determine the income tax impact of any such distribution.

     To receive additional  information about IRAs, SEPs,  Defined  Contribution
Plans  and  Section  403(b)(7)  Plans  along  with the  necessary  materials  to
establish  an account,  please call the Fund at  1-800-525-3713  or write to the
Fund at P.O. Box 173375, Denver, Colorado 80217-3375. No contribution to an IRA,
SEP, Defined  Contribution  Plan or Section 403(b)(7) Plan can be made until the
appropriate forms to establish any such plan have been completed.

INCOME DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX STATUS

   
     It is a policy of the Fund to make  distributions of  substantially  all of
its  investment  income and any net realized  capital  gains.  The Fund declares
dividends  daily and makes monthly  distributions  of income.  Any capital gains
realized  during each fiscal year ended October 31, as defined by the Code,  are
normally  declared and payable to shareholders in December.  The Fund intends to
qualify as a regulated  investment  company by satisfying  certain  requirements
prescribed  by  Subchapter M of the Code.  Dividend  statements  will be sent to
shareholders at the end of each calendar quarter.

     The Fund may  purchase  the  securities  of  certain  foreign  corporations
considered to be passive  foreign  investment  companies by the IRS. In order to
avoid taxes and interest that must be paid by the Fund if these  investments are
profitable,  the Fund may make  various  elections  permitted  by the tax  laws.
However,  these elections could require that the Fund recognize  taxable income,
which in turn must be  distributed,  before the  securities  are sold and before
cash is received to pay the distributions.

     Some  foreign  securities  purchased  by the Fund may be subject to foreign
taxes  which  could  reduce  the yield on such  securities.  The  amount of such
foreign taxes is expected to be  insignificant.  Accordingly,  the Fund does not
intend to make the  election  permitted  under  section  853 of the Code to pass
through such taxes to  shareholders  as a foreign tax credit.  As a result,  any
foreign  taxes paid or accrued will  represent an expense to the Fund which will
reduce its investment  company taxable income as this would increase the taxable
income reported to shareholders  and require  shareholders to take the credit on
their tax returns, complicating the preparation of such returns.
    

MISCELLANEOUS INFORMATION

   
     The Fund is a series of the Trust, a Massachusetts business trust which was
created on February 11,  1986.  The Trust is an open-end  management  investment
company  registered  under the 1940 Act.  As of the date of this SAI,  the Trust
consists of 17 other series, which are offered by separate prospectuses.
    

     Janus  Capital  reserves  the right to the name  "Janus." In the event that
Janus Capital does not continue to provide  investment  advice to the Fund,  the
Fund must cease to use the name "Janus" as soon as reasonably practicable.

     Under  Massachusetts  law,  shareholders  of the Fund could,  under certain
circumstances,  be held liable for the  obligations  of the Fund.  However,  the
Declaration of Trust disclaims  shareholder liability for acts or obligations of
the Fund and requires that notice of this disclaimer be given in each agreement,
obligation or  instrument  entered into or executed by the Fund or the Trustees.
The  Declaration of Trust also provides for  indemnification  from the assets of
the Fund for all losses and expenses of the Fund shareholder held liable for the
obligations of the Fund.  Thus, the risk of a shareholder  incurring a financial
loss on account of its liability as a shareholder  of one of the Fund is limited
to circumstances in which the Fund would be unable to meet its obligations.  The
possibility that these  circumstances would occur is remote. The Trustees intend
to  conduct  the  operations  of the  Fund to  avoid,  to the  extent  possible,
liability of shareholders for liabilities of the Fund.


                                       21
<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 the Fund are fully paid and nonassessable when issued. All
shares of the Fund participate  equally in dividends and other  distributions by
the Fund, and in residual assets of the Fund in the event of liquidation. Shares
of the Fund have no preemptive, conversion or subscription rights. Shares of the
Fund may be transferred  by endorsement or stock power as is customary,  but the
Fund is not bound to recognize any transfer until it is recorded on its books.

VOTING RIGHTS

     The present Trustees were elected at a meeting of shareholders held on July
10, 1992,  with the  exception of Mr. Craig who was appointed by the Trustees as
of June 30, 1995. Under the Declaration of Trust,  each Trustee will continue in
office until the  termination  of the Trust or his earlier  death,  resignation,
bankruptcy, incapacity or removal. Vacancies will be filled by a majority of the
remaining  Trustees,  subject to the 1940 Act.  Therefore,  no annual or regular
meetings of shareholders normally will be held, unless otherwise required by the
Declaration  of Trust or the 1940 Act.  Subject to the  foregoing,  shareholders
have the power to vote to elect or remove  Trustees,  to terminate or reorganize
the Fund, to amend the Declaration of Trust, to bring certain derivative actions
and on any other  matters on which a  shareholder  vote is  required by the 1940
Act, the Declaration of Trust, the Trust's Bylaws or the Trustees.

   
     Each share of each series of the Trust has one vote (and  fractional  votes
for  fractional  shares).  Shares of all series of the Trust have  noncumulative
voting  rights,  which  means that the holders of more than 50% of the shares of
all series of the Trust  voting for the  election of Trustees  can elect 100% of
the  Trustees if they  choose to do so and,  in such  event,  the holders of the
remaining  shares  will not be able to elect any  Trustees.  Each  series of the
Trust will vote  separately  only with respect to those matters that affect only
that series or if a portfolio's  interest in a matter differs from the interests
of other portfolios of the Trust.
    

INDEPENDENT ACCOUNTANTS

     Price Waterhouse LLP, 950 Seventeenth Street, Suite 2500, Denver,  Colorado
80202,  independent  accountants for the Fund, audit the Fund's annual financial
statements and prepare its tax returns.

REGISTRATION STATEMENT

     The  Trust  has  filed  with  the SEC,  Washington,  D.C.,  a  Registration
Statement  under the  Securities  Act of 1933,  as amended,  with respect to the
securities  to which this SAI relates.  If further  information  is desired with
respect to the Fund or such  securities,  reference is made to the  Registration
Statement and the exhibits filed as a part thereof.

PERFORMANCE INFORMATION

     The  Prospectus   contains  a  brief  description  of  how  performance  is
calculated.

     Quotations of average annual total return for the Fund will be expressed in
terms  of the  average  annual  compounded  rate  of  return  of a  hypothetical
investment in the Fund over periods of 1, 5, and 10 years (up to the life of the
Fund).  These are the annual total rates of return that would equate the initial
amount  invested  to the  ending  redeemable  value.  These  rates of return are
calculated  pursuant  to the  following  formula:  P(1 + T)n = ERV  (where P = a
hypothetical initial payment of $1,000, T = the average annual total return, n =
the  number of years and ERV = the  ending  redeemable  value of a  hypothetical
$1,000  payment made at the beginning of the period).  All total return  figures
reflect the  deduction  of a  proportional  share of Fund  expenses on an annual
basis, and assume that all dividends and distributions are reinvested when paid.

     Quotations of the Fund's yield are based on the investment income per share
earned  during a particular  30-day  period  (including  dividends,  if any, and
interest),  less expenses accrued during the period ("net  investment  income"),
and are  computed by dividing net  investment  income by the net asset value per
share on the last day of the period, according to the following formula:

                           YIELD = 2 [(a-b + 1)6 - 1]
                                       cd

     where    a =   dividend and interest income
              b =   expenses accrued for the period
              c =   average daily number of shares outstanding during the period
                    that were entitled to receive dividends
              d =   maximum  net  asset  value  per share on the last day of the
                    period


                                       22
<PAGE>

     From time to time in advertisements or sales material, the Fund may discuss
its performance  ratings or other  information as published by recognized mutual
fund  statistical  rating  services,  including,  but  not  limited  to,  Lipper
Analytical Services,  Inc., Ibbotson  Associates,  Micropal or Morningstar or by
publications  of  general  interest  such as Forbes or Money.  The Fund may also
compare its  performance  to that of other  selected  mutual funds,  mutual fund
averages or recognized stock market indicators,  including,  but not limited to,
the Standard & Poor's 500  Composite  Stock Price  Index,  the Standard & Poor's
Midcap  Index,   the  Dow  Jones   Industrial   Average,   the  Lehman  Brothers
Government/Corporate  Bond Index, the Lehman Brothers  Government/Corporate  1-3
Year Bond Index, the Lehman Brothers Long  Government/Corporate  Bond Index, the
Lehman  Brothers  Intermediate   Government  Bond  Index,  the  Lehman  Brothers
Municipal  Bond  Index,  the  Russell  2000 Index and the NASDAQ  composite.  In
addition,  the Fund may compare its total  return to the yield on U.S.  Treasury
obligations  and to the  percentage  change in the Consumer  Price  Index.  Such
performance  ratings  or  comparisons  may be made  with  funds  that  may  have
different investment restrictions,  objectives,  policies or techniques than the
Fund and such other funds or market  indicators  may be comprised of  securities
that differ significantly from the Fund's investments.


                                       23
<PAGE>

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                                       24
<PAGE>

                                     [LOGO]
                               JANUS OLYMPUS FUND

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

                      STATEMENT OF ADDITIONAL INFORMATION
                               November 28, 1995
    





     Janus  Olympus  Fund (the  "Fund")  is a  no-load  mutual  fund that  seeks
long-term  growth of capital.  The Fund invests  primarily  in common  stocks of
issuers of any size, which may include larger,  well-established  issuers and/or
smaller emerging growth companies.

     The Fund is a separate  series of Janus  Investment  Fund, a  Massachusetts
business  trust (the  "Trust").  Each series of the Trust  represents  shares of
beneficial  interest in a separate portfolio of securities and other assets with
its own objective and policies. The Fund is managed by Janus Capital Corporation
("Janus Capital").

   
     This  Statement of Additional  Information  ("SAI") is not a Prospectus and
should be read in  conjunction  with the Fund's  Prospectus  dated  November 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 Fund's operations and activities than the Prospectus.
    


                                       1
<PAGE>

                               JANUS OLYMPUS FUND
                      STATEMENT OF ADDITIONAL INFORMATION
                               TABLE OF CONTENTS

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

  Investment Objective ....................................................    3

  Portfolio Policies ......................................................    3

  Investment Restrictions .................................................    3

  Types of Securities and Investment Techniques ...........................    5

    Illiquid Investments ..................................................    5

    Zero Coupon, Pay-In-Kind and Step Coupon Securities ...................    5

    Pass-Through Securities ...............................................    5

    Other Income-Producing Securities .....................................    6

    Repurchase and Reverse Repurchase Agreements ..........................    7

   
    Joint Accounts ........................................................    7

    Depository Receipts ...................................................    7
    

    High-Yield/High-Risk Bonds ............................................    7

    Futures, Options and Other Derivative Instruments .....................    8

Investment Adviser ........................................................   15

Custodian, Transfer Agent and Certain Affiliations ........................   16

Portfolio Transactions and Brokerage ......................................   16

Officers and Trustees .....................................................   17

Purchase of Shares ........................................................   19

  Net Asset Value Determination ...........................................   19

  Reinvestment of Dividends and Distributions .............................   20

Redemption of Shares ......................................................   20

Shareholder Accounts ......................................................   20

   
  Telephone Transactions ..................................................   21
    

  Systematic Withdrawals ..................................................   21

Retirement Plans ..........................................................   21

Income Dividends, Capital Gains Distributions and Tax Status ..............   21

Miscellaneous Information .................................................   22

  Shares of the Trust .....................................................   22

  Voting Rights ...........................................................   22

  Independent Accountants .................................................   22

  Registration Statement ..................................................   23

Performance Information ...................................................   23

Appendix A ................................................................   24

  Explanation of Rating Categories ........................................   24
- --------------------------------------------------------------------------------


                                       2
<PAGE>

INVESTMENT POLICIES, RESTRICTIONS AND TECHNIQUES

INVESTMENT OBJECTIVE

     As stated in the Prospectus,  the Fund's investment  objective is long-term
growth  of  capital.  There can be no  assurance  that the Fund  will,  in fact,
achieve its objective.  The investment  objective of the Fund is not fundamental
and may be changed by the Trustees without shareholder approval.

PORTFOLIO POLICIES

     The  Prospectus  discusses  the types of  securities in which the Fund will
invest,  portfolio  policies of the Fund and the  investment  techniques  of the
Fund. The Prospectus includes a discussion of portfolio turnover rates.

     Portfolio  turnover is calculated by dividing total long-term  purchases or
sales,  whichever is less, by the average  monthly  value of a fund's  long-term
portfolio securities. The Fund anticipates that its portfolio turnover rate will
be in excess of 200%.

INVESTMENT RESTRICTIONS

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

     (1) Own  more  than 10% of the  outstanding  voting  securities  of any one
issuer and, as to fifty percent (50%) of the value of its total assets, purchase
the securities of any one issuer (except cash items and "government  securities"
as defined  under the  Investment  Company  Act of 1940,  as amended  (the "1940
Act")), if immediately after and as a result of such purchase,  the value of the
holdings of the Fund in the securities of such issuer exceeds 5% of the value of
the Fund's total assets.

     (2)  Invest  more  than 25% of the value of its  assets  in any  particular
industry (other than U.S. government securities).

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

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

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

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

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

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

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

     (b) The Fund will not (i) enter  into any  futures  contracts  and  related
options  for  purposes  other  than bona fide  hedging  transactions  within the
meaning of Commodity  Futures  Trading  Commission  ("CFTC")  regulations if the
aggregate initial margin and premiums required to establish positions in futures
contracts  and related  options that do not fall within the  definition  of bona
fide hedging  transactions will exceed 5% of the fair market value of the 


                                       3
<PAGE>

Fund's net assets,  after taking into account  unrealized profits and unrealized
losses on any such  contracts  it has  entered  into;  and (ii)  enter  into any
futures  contracts  if the  aggregate  amount of the  Fund's  commitments  under
outstanding  futures  contracts  positions  would exceed the market value of its
total assets.

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

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

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

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

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

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

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

     (j) The Fund does not  currently  intend to purchase  any security or enter
into a  repurchase  agreement,  if as a result,  more than 15% of its net assets
would be invested in repurchase  agreements  not entitling the holder to payment
of principal and interest  within seven days and in securities that are illiquid
by virtue of legal or  contractual  restrictions  on resale or the  absence of a
readily available market. The Trustees,  or the Fund's investment adviser acting
pursuant to authority  delegated by the Trustees,  may determine  that a readily
available market exists for securities eligible for resale pursuant to Rule 144A
under the Securities Act of 1933 ("Rule 144A  Securities"),  or any successor to
such rule,  Section  4(2)  commercial  paper and  municipal  lease  obligations.
Accordingly, such securities may not be subject to the foregoing limitation.

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

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


                                       4
<PAGE>

TYPES OF SECURITIES AND INVESTMENT TECHNIQUES

ILLIQUID INVESTMENTS

   
     The Fund may  invest up to 15% of its net  assets in  illiquid  investments
(i.e.,  securities  that are not readily  marketable).  The Trustees of the Fund
have authorized Janus Capital to make liquidity  determinations  with respect to
its securities,  including Rule 144A Securities and commercial paper.  Under the
guidelines  established  by  the  Trustees,  Janus  Capital  will  consider  the
following  factors:  1) the  frequency  of  trades  and  quoted  prices  for the
obligation;  2) the number of dealers  willing to purchase or sell the  security
and the number of other potential  purchasers;  3) the willingness of dealers to
undertake  to make a market in the  security;  and 4) the nature of the security
and the nature of  marketplace  trades,  including the time needed to dispose of
the security, the method of soliciting offers and the mechanics of the transfer.
In the case of commercial  paper,  Janus Capital will also consider  whether the
paper is traded flat or in default as to principal  and interest and any ratings
of the paper by a Nationally Recognized Statistical Rating Organization.
    

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

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

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

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

PASS-THROUGH SECURITIES

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

     The Federal Home Loan Mortgage  Corporation  ("FHLMC")  issues two types of
mortgage pass-through  securities:  mortgage participation  certificates ("PCs")
and guaranteed mortgage certificates ("GMCs"). PCs resemble GNMA 


                                       5
<PAGE>

Certificates  in that each PC  represents  a pro rata share of all  interest and
principal  payments  made and owned on the  underlying  pool.  FHLMC  guarantees
timely  payments of interest on PCs and the full return of principal.  GMCs also
represent a pro rata interest in a pool of mortgages. However, these instruments
pay interest semiannually and return principal once a year in guaranteed minimum
payments.  This type of security is guaranteed by FHLMC as to timely  payment of
principal and interest but it is not  guaranteed by the full faith and credit of
the U.S. government.

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

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

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

OTHER INCOME-PRODUCING SECURITIES

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

   
     Variable and floating  rate  obligations.  These types of  securities  have
variable or floating rates on interest and, under certain limited circumstances,
may have varying  principal  amounts.  Variable and floating rate securities pay
interest  at rates  that are  adjusted  periodically  according  to a  specified
formula,  usually with reference to some interest rate index or market  interest
rate (the  "underlying  index").  Certain  variable rate  securities  (including
certain mortgage-backed securities) pay interest at a rate that varied inversely
to  prevailing  short-term  interest  rates  (sometimes  referred  to as inverse
floaters).  For example,  upon reset the interest rate payable on a security may
go down when the underlying index has risen.
    

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

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

   
     Inverse floaters.  Inverse floaters are instruments whose interest bears an
inverse  relationship to the interest rate on another security.  Certain inverse
floaters may have an interest rate reset  mechanism that  multiplies the effects
of change in the underlying index. Such mechanism may increase the volatility of
the security's market value. The Fund will not invest more than 5% of its assets
in inverse floaters.
    

     The Fund  will  purchase  standby  commitments,  tender  option  bonds  and
instruments  with demand  features  primarily for the purpose of increasing  the
liquidity of its portfolio.


                                       6
<PAGE>

REPURCHASE AND REVERSE REPURCHASE AGREEMENTS

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

   
     The Fund may use reverse  repurchase  agreements to provide cash to satisfy
unusually heavy redemption requests or for other temporary or emergency purposes
without the necessity of selling portfolio  securities.  In a reverse repurchase
agreement,  the Fund sells a portfolio security to another party, such as a bank
or broker-dealer,  in return for cash and agrees to repurchase the instrument at
a  particular  price  and  time.  While  a  reverse   repurchase   agreement  is
outstanding,  the Fund will  maintain  cash and  appropriate  liquid assets in a
segregated  custodial  account to cover its obligation under the agreement.  The
Fund will enter into reverse repurchase  agreements only with parties that Janus
Capital deems creditworthy.

JOINT ACCOUNTS

     Pursuant to an exemptive order granted by the SEC, the Fund and other funds
advised by Janus Capital may transfer daily uninvested cash balances into one or
more joint trading  accounts.  Assets in the joint trading accounts are invested
in money market  instruments and the proceeds are allocated to the participating
funds on a pro rata basis.

DEPOSITARY RECEIPTS

     The Fund may  invest  in  sponsored  and  unsponsored  American  Depositary
Receipts  ("ADRs"),  which  are  receipts  issued by an  American  bank or trust
company  evidencing  ownership  of  underlying  securities  issued  by a foreign
issuer.  ADRs,  in  registered  form,  are designed  for use in U.S.  securities
markets.  Unsponsored  ADRs may be  created  without  the  participation  of the
foreign  issuer.  Holders of these ADRs  generally bear all the costs of the ADR
facility,  whereas foreign  issuers  typically bear certain costs in a sponsored
ADR. The bank or trust company  depositary of an unsponsored ADR may be under no
obligation to distribute  shareholder  communications  received from the foreign
issuer or to pass through  voting  rights.  The Fund may also invest in European
Depositary  Receipts ("EDRs"),  similar instruments  representing  securities of
foreign  companies.  EDRs,  in bearer  form,  are  designed  for use in European
securities markets.
    

HIGH-YIELD/HIGH-RISK BONDS

     The  Fund  may  invest  up to 35% of  its  net  assets  in  corporate  debt
securities that are rated below investment grade  (securities  rated BB or lower
by Standard & Poor's  Ratings  Services  ("Standard & Poor's") or Ba or lower by
Moody's Investors Service, Inc. ("Moody's") and unrated securities of equivalent
quality). Lower rated bonds involve a higher degree of credit risk, which is the
risk that the issuer will not make  interest or principal  payments when due. In
the event of an unanticipated  default, the Fund would experience a reduction in
its income,  and could expect a decline in the market value of the securities so
affected.

     The Fund may also invest in unrated debt securities of foreign and domestic
issuers.  Unrated  debt,  while not  necessarily  of lower  quality  than  rated
securities,  may  not  have  as  broad  a  market.  Sovereign  debt  of  foreign
governments  is generally  rated by country.  Because  these ratings do not take
into account  individual  factors  relevant to each issue and may not be updated
regularly, Janus Capital may treat such securities as unrated debt. Unrated debt
securities  will be included  in the 35% limit of the Fund unless its  portfolio
manager  deems  such  securities  to  be  the  equivalent  of  investment  grade
securities.


                                       7
<PAGE>

FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS

     Futures  Contracts.  The Fund may enter into  contracts for the purchase or
sale for future  delivery of  fixed-income  securities,  foreign  currencies  or
contracts  based on  financial  indices,  including  indices of U.S.  government
securities,  foreign government securities,  equity or fixed-income  securities.
U.S.  futures  contracts  are traded on  exchanges  which  have been  designated
"contract markets" by the CFTC and must be executed through a futures commission
merchant ("FCM"),  or brokerage firm, which is a member of the relevant contract
market. Through their clearing corporations, the exchanges guarantee performance
of the contracts as between the clearing members of the exchange.

     The buyer or seller of a futures contract is not required to deliver or pay
for the  underlying  instrument  unless the  contract is held until the delivery
date.  However,  both the buyer and seller  are  required  to  deposit  "initial
margin" for the benefit of the FCM when the  contract is entered  into.  Initial
margin deposits are equal to a percentage of the contract's value, as set by the
exchange  on which the  contract  is traded,  and may be  maintained  in cash or
certain  high-grade liquid assets by the Fund's custodian for the benefit of the
FCM.  Initial margin  payments are similar to good faith deposits or performance
bonds. Unlike margin extended by a securities broker, initial margin payments do
not  constitute  purchasing  securities  on margin  for  purposes  of the Fund's
investment  limitations.  If the value of either party's position declines, that
party will be required to make additional  "variation  margin"  payments for the
benefit  of the FCM to settle the  change in value on a daily  basis.  The party
that has a gain may be entitled to receive all or a portion of this  amount.  In
the event of the  bankruptcy of the FCM that holds margin on behalf of the Fund,
the Fund may be entitled to return of margin owed to the Fund only in proportion
to the amount received by the FCM's other customers.  Janus Capital will attempt
to minimize the risk by careful monitoring of the  creditworthiness  of the FCMs
with  which  the Fund does  business  and by  depositing  margin  payments  in a
segregated account with the Fund's custodian.

     The Fund intends to comply with  guidelines  of  eligibility  for exclusion
from the definition of the term  "commodity  pool operator"  adopted by the CFTC
and the National  Futures  Association,  which  regulate  trading in the futures
markets.  The Fund will use futures  contracts and related options primarily for
bona fide hedging purposes within the meaning of CFTC regulations. To the extent
that the Fund holds  positions in futures  contracts and related options that do
not fall within the definition of bona fide hedging transactions,  the aggregate
initial margin and premiums required to establish such positions will not exceed
5% of the fair market value of the Fund's net assets,  after taking into account
unrealized  profits and  unrealized  losses on any such contracts it has entered
into.

     Although  the Fund  will  segregate  cash and  liquid  assets  in an amount
sufficient to cover its open futures obligations, the segregated assets would be
available to the Fund immediately upon closing out the futures  position,  while
settlement of securities transactions could take several days. However,  because
the Fund's cash that may  otherwise  be  invested  would be held  uninvested  or
invested in  high-grade  liquid assets so long as the futures  position  remains
open,  the Fund's return could be diminished  due to the  opportunity  losses of
foregoing other potential investments.

     The Fund's primary purpose in entering into futures contracts is to protect
the Fund from  fluctuations in the value of securities or interest rates without
actually buying or selling the underlying debt or equity security.  For example,
if the Fund  anticipates  an increase in the price of stocks,  and it intends to
purchase stocks at a later time, the Fund could enter into a futures contract to
purchase a stock  index as a temporary  substitute  for stock  purchases.  If an
increase in the market occurs that  influences  the stock index as  anticipated,
the value of the futures  contracts  will increase,  thereby  serving as a hedge
against  the Fund not  participating  in a market  advance.  This  technique  is
sometimes  known as an  anticipatory  hedge.  To the extent the Fund enters into
futures  contracts for this purpose,  the segregated  assets maintained to cover
the Fund's  obligations  with respect to the futures  contracts  will consist of
high-grade liquid assets from its portfolio in an amount equal to the difference
between the contract price and the aggregate  value of the initial and variation
margin  payments  made  by the  Fund  with  respect  to the  futures  contracts.
Conversely, if the Fund holds stocks and seeks to protect itself from a decrease
in stock  prices,  the Fund might sell stock index  futures  contracts,  thereby
hoping to offset the potential decline in the value of its portfolio  securities
by a corresponding  increase in the value of the futures contract position.  The
Fund  could  protect  against a decline  in stock  prices by  selling  portfolio
securities  and  investing in money market  instruments,  but the use of futures
contracts  enables it to maintain a defensive  position  without  having to sell
portfolio securities.

     If the Fund owns Treasury bonds and the portfolio  manager expects interest
rates to increase,  the Fund may take a short  position in interest rate futures
contracts.  Taking  such a position  would have much the same effect as the Fund
selling  Treasury  bonds  in  its  portfolio.  If  interest  rates  increase  as
anticipated, the value of the Treasury bonds would decline, but the value of the
Fund's  interest rate futures  contract will increase,  thereby  keeping the net
asset value of the Fund from declining as much as it may have otherwise.  If, on
the other hand, a portfolio manager expects interest rates to decline,  the Fund
may take a long position in interest rate futures  contracts in  anticipation of
later 


                                       8
<PAGE>

closing out the futures position and purchasing the bonds. Although the Fund can
accomplish similar results by buying securities with long maturities and selling
securities  with short  maturities,  given the greater  liquidity of the futures
market than the cash market,  it may be possible to  accomplish  the same result
more easily and more quickly by using futures contracts as an investment tool to
reduce risk.

     The ordinary spreads between prices in the cash and futures markets, due to
differences in the nature of those markets,  are subject to distortions.  First,
all  participants  in the  futures  market are  subject  to  initial  margin and
variation margin  requirements.  Rather than meeting additional variation margin
requirements,  investors  may close out  futures  contracts  through  offsetting
transactions which could distort the normal price relationship  between the cash
and futures  markets.  Second,  the liquidity of the futures  market  depends on
participants entering into offsetting  transactions rather than making or taking
delivery  of the  instrument  underlying  a  futures  contract.  To  the  extent
participants  decide to make or take  delivery,  liquidity in the futures market
could be reduced and prices in the futures  market  distorted.  Third,  from the
point of view of  speculators,  the margin deposit  requirements  in the futures
market are less  onerous  than margin  requirements  in the  securities  market.
Therefore,  increased  participation  by  speculators  in the futures market may
cause  temporary  price  distortions.  Due to the  possibility  of the foregoing
distortions,  a correct forecast of general price trends by a portfolio  manager
still may not result in a successful use of futures.

     Futures contracts entail risks. Although the Fund believes that use of such
contracts will benefit the Fund, the Fund's overall  performance  could be worse
than if the  Fund  had not  entered  into  futures  contracts  if the  portfolio
manager's  investment  judgement proves incorrect.  For example, if the Fund has
hedged against the effects of a possible  decrease in prices of securities  held
in its portfolio and prices increase instead,  the Fund will lose part or all of
the benefit of the  increased  value of these  securities  because of offsetting
losses in its futures positions. In addition, if the Fund has insufficient cash,
it may have to sell securities from its portfolio to meet daily variation margin
requirements.  Those  sales may be, but will not  necessarily  be, at  increased
prices  which  reflect the rising  market and may occur at a time when the sales
are disadvantageous to the Fund.

     The  prices of futures  contracts  depend  primarily  on the value of their
underlying  instruments.  Because there are a limited number of types of futures
contracts,  it is possible that the standardized  futures contracts available to
the Fund will not match exactly the Fund's current or potential investments. The
Fund may buy and sell futures  contracts  based on underlying  instruments  with
different  characteristics  from the securities in which it typically invests --
for  example,  by hedging  investments  in portfolio  securities  with a futures
contract  based on a broad index of securities -- which involves a risk that the
futures position will not correlate precisely with the performance of the Fund's
investments.

     Futures  prices  can also  diverge  from  the  prices  of their  underlying
instruments,  even if the  underlying  instruments  closely  correlate  with the
Fund's  investments.  Futures prices are affected by factors such as current and
anticipated  short-term interest rates,  changes in volatility of the underlying
instruments  and the time  remaining  until  expiration of the  contract.  Those
factors may affect securities prices differently from futures prices.  Imperfect
correlations  between the Fund's  investments and its futures positions also may
result from differing levels of demand in the futures markets and the securities
markets,  from structural  differences in how futures and securities are traded,
and from imposition of daily price fluctuation limits for futures contracts. The
Fund may buy or sell futures  contracts  with a greater or lesser value than the
securities it wishes to hedge or is  considering  purchasing in order to attempt
to  compensate  for  differences  in historical  volatility  between the futures
contract and the  securities,  although this may not be successful in all cases.
If price changes in the Fund's futures  positions are poorly correlated with its
other  investments,  its futures  positions may fail to produce desired gains or
result  in  losses  that  are  not  offset  by the  gains  in the  Fund's  other
investments.

     Because futures  contracts are generally settled within a day from the date
they are closed out,  compared  with a settlement  period of three days for some
types of securities,  the futures markets can provide superior  liquidity to the
securities markets. Nevertheless,  there is no assurance that a liquid secondary
market will exist for any particular futures contract at any particular time. In
addition,  futures  exchanges may establish daily price  fluctuation  limits for
futures  contracts  and may halt trading if a  contract's  price moves upward or
downward  more than the limit in a given day. On volatile  trading days when the
price fluctuation  limit is reached,  it may be impossible for the Fund to enter
into new positions or close out existing positions.  If the secondary market for
a  futures  contract  is not  liquid  because  of price  fluctuation  limits  or
otherwise,  the Fund may not be able to promptly liquidate  unfavorable  futures
positions  and  potentially  could be  required  to  continue  to hold a futures
position  until the  delivery  date,  regardless  of changes in its value.  As a
result,  the Fund's  access to other assets held to cover its futures  positions
also could be impaired.

     Options  on  Futures  Contracts.  The Fund may buy and  write  put and call
options on  futures  contracts.  An option on a future  gives the Fund the right
(but not the obligation) to buy or sell a futures  contract at a specified price
on or  before a  specified  date.  The  purchase  of a call  option on a futures
contract  is similar in some  respects  


                                       9
<PAGE>

to the  purchase of a call option on an  individual  security.  Depending on the
pricing of the option compared to either the price of the futures  contract upon
which it is based or the price of the  underlying  instrument,  ownership of the
option may or may not be less risky than  ownership  of the futures  contract or
the underlying instrument.  As with the purchase of futures contracts,  when the
Fund is not fully  invested  it may buy a call  option on a futures  contract to
hedge against a market advance.

     The writing of a call option on a futures  contract  constitutes  a partial
hedge  against  declining  prices of the security or foreign  currency  which is
deliverable  under, or of the index  comprising,  the futures  contract.  If the
futures' price at the expiration of the option is below the exercise price,  the
Fund will retain the full amount of the option  premium which provides a partial
hedge  against  any  decline  that may have  occurred  in the  Fund's  portfolio
holdings.  The  writing  of a put  option on a futures  contract  constitutes  a
partial  hedge  against  increasing  prices of the security or foreign  currency
which is deliverable under, or of the index comprising, the futures contract. If
the  futures'  price at  expiration  of the option is higher  than the  exercise
price, the Fund will retain the full amount of the option premium which provides
a partial hedge  against any increase in the price of securities  which the Fund
is  considering  buying.  If a call  or put  option  the  Fund  has  written  is
exercised, the Fund will incur a loss which will be reduced by the amount of the
premium it received.  Depending on the degree of correlation  between the change
in the value of its portfolio securities and changes in the value of the futures
positions, the Fund's losses from existing options on futures may to some extent
be reduced or increased by changes in the value of portfolio securities.

     The  purchase  of a put  option on a futures  contract  is  similar in some
respects to the purchase of protective put options on portfolio securities.  For
example,  the Fund may buy a put  option  on a  futures  contract  to hedge  its
portfolio against the risk of falling prices or rising interest rates.

     The  amount  of risk the Fund  assumes  when it buys an option on a futures
contract is the premium paid for the option plus related  transaction  costs. In
addition to the  correlation  risks discussed  above,  the purchase of an option
also  entails  the risk  that  changes  in the value of the  underlying  futures
contract will not be fully reflected in the value of the options bought.

   
     Forward  Contracts.  A forward contract is an agreement between two parties
in which one party is obligated to deliver a stated  amount of a stated asset at
a  specified  time in the  future  and the  other  party is  obligated  to pay a
specified amount for the assets at the time of delivery. The Fund may enter into
forward contracts to purchase and sell government  securities,  equity or income
securities, foreign currencies or other financial instruments. Forward contracts
generally are traded in an interbank market  conducted  directly between traders
(usually large commercial banks) and their customers.  Unlike futures contracts,
which are standardized contracts, forward contracts can be specifically drawn to
meet the needs of the  parties  that enter into them.  The  parties to a forward
contract may agree to offset or terminate the contract  before its maturity,  or
may hold the contract to maturity and complete the contemplated exchange.
    

     The following  discussion  summarizes the Fund's  principal uses of forward
foreign currency exchange contracts ("forward currency contracts"). The Fund may
enter into forward  currency  contracts with stated contract values of up to the
value of the Fund's assets. A forward currency  contract is an obligation to buy
or sell an amount of a specified  currency  for an agreed price (which may be in
U.S. dollars or a foreign  currency).  The Fund will exchange foreign currencies
for U.S.  dollars  and for other  foreign  currencies  in the  normal  course of
business and may buy and sell currencies  through forward currency  contracts in
order to fix a price for  securities it has agreed to buy or sell  ("transaction
hedge"). The Fund also may hedge some or all of its investments denominated in a
foreign currency against a decline in the value of that currency relative to the
U.S.  dollar by entering  into forward  currency  contracts to sell an amount of
that currency (or a proxy currency whose performance is expected to replicate or
exceed  the  performance  of  that  currency   relative  to  the  U.S.   dollar)
approximating the value of some or all of its portfolio  securities  denominated
in that currency  ("position  hedge") or by  participating in options or futures
contracts  with respect to the currency.  The Fund also may enter into a forward
currency  contract with respect to a currency where the Fund is considering  the
purchase or sale of  investments  denominated  in that  currency but has not yet
selected  the  specific  investments  ("anticipatory  hedge").  In any of  these
circumstances  the  Fund  may,  alternatively,  enter  into a  forward  currency
contract to purchase or sell one foreign  currency for a second currency that is
expected to perform more favorably  relative to the U.S. dollar if the portfolio
manager believes there is a reasonable  degree of correlation  between movements
in the two currencies ("cross-hedge").

     These types of hedging minimize the effect of currency appreciation as well
as depreciation, but do not eliminate fluctuations in the underlying U.S. dollar
equivalent  value of the  proceeds  of or rates of return on the Fund's  foreign
currency denominated portfolio securities. The matching of the increase in value
of a forward contract and the decline in the U.S. dollar equivalent value of the
foreign  currency  denominated  asset that is the subject of the hedge generally
will not be precise.  Shifting  the Fund's  currency  exposure  from one foreign
currency to another  removes the Fund's  opportunity to profit from increases in
the value of the original  currency  and involves a risk of increased  losses to


                                       10
<PAGE>

the Fund if its  portfolio  manager's  projection  of future  exchange  rates is
inaccurate.  Proxy hedges and  cross-hedges may result in losses if the currency
used to  hedge  does not  perform  similarly  to the  currency  in which  hedged
securities are denominated.  Unforeseen changes in currency prices may result in
poorer  overall  performance  for the Fund than if it had not entered  into such
contracts.

     The Fund will cover outstanding  forward currency  contracts by maintaining
liquid portfolio  securities  denominated in the currency underlying the forward
contract or the currency  being hedged.  To the extent that the Fund is not able
to cover its forward currency  positions with underlying  portfolio  securities,
the Fund's  custodian will  segregate cash or high-grade  liquid assets having a
value equal to the  aggregate  amount of the Fund's  commitments  under  forward
contracts  entered  into with  respect  to  position  hedges,  cross-hedges  and
anticipatory  hedges. If the value of the securities used to cover a position or
the value of segregated assets declines, the Fund will find alternative cover or
segregate  additional cash or high-grade  liquid assets on a daily basis so that
the value of the  covered and  segregated  assets will be equal to the amount of
the Fund's  commitments  with respect to such  contracts.  As an  alternative to
segregating assets, the Fund may buy call options permitting the Fund to buy the
amount of foreign  currency  being hedged by a forward sale contract or the Fund
may buy put options permitting it to sell the amount of foreign currency subject
to a forward buy contract.

     While forward  contracts are not currently  regulated by the CFTC, the CFTC
may in the future assert authority to regulate forward contacts.  In such event,
the Fund's ability to utilize forward contracts may be restricted.  In addition,
the Fund may not always be able to enter into forward  contracts  at  attractive
prices and may be limited in its  ability to use these  contracts  to hedge Fund
assets.

     Options  on  Foreign  Currencies.  The Fund may buy and  write  options  on
foreign  currencies  in a manner  similar  to that in which  futures  or forward
contracts on foreign currencies will be utilized.  For example, a decline in the
U.S.  dollar  value of a foreign  currency  in which  portfolio  securities  are
denominated will reduce the U.S. dollar value of such securities,  even if their
value in the foreign currency remains constant. In order to protect against such
diminutions in the value of portfolio  securities,  the Fund may buy put options
on the foreign currency.  If the value of the currency  declines,  the Fund will
have the right to sell such currency for a fixed amount in U.S. dollars, thereby
offsetting, in whole or in part, the adverse effect on its portfolio.

     Conversely,  when a rise in the U.S.  dollar  value of a currency  in which
securities to be acquired are denominated is projected,  thereby  increasing the
cost of such securities,  the Fund may buy call options on the foreign currency.
The purchase of such options could offset,  at least  partially,  the effects of
the  adverse  movements  in  exchange  rates.  As in the case of other  types of
options,  however,  the benefit to the Fund from  purchases of foreign  currency
options  will be reduced by the amount of the premium  and  related  transaction
costs. In addition,  if currency  exchange rates do not move in the direction or
to the extent desired,  the Fund could sustain losses on transactions in foreign
currency  options that would  require the Fund to forego a portion or all of the
benefits of advantageous changes in those rates.

     The Fund may also write  options on foreign  currencies.  For  example,  to
hedge against a potential  decline in the U.S. dollar value of foreign  currency
denominated  securities due to adverse  fluctuations in exchange rates, the Fund
could,  instead of purchasing a put option,  write a call option on the relevant
currency.  If the expected  decline  occurs,  the option will most likely not be
exercised and the decline in value of portfolio securities will be offset by the
amount of the premium received.

     Similarly, instead of purchasing a call option to hedge against a potential
increase in the U.S.  dollar cost of securities  to be acquired,  the Fund could
write a put option on the relevant  currency  which, if rates move in the manner
projected,  will expire  unexercised  and allow the Fund to hedge the  increased
cost up to the amount of the premium.  As in the case of other types of options,
however, the writing of a foreign currency option will constitute only a partial
hedge up to the  amount of the  premium.  If  exchange  rates do not move in the
expected  direction,  the option may be exercised and the Fund would be required
to buy or sell the underlying  currency at a loss which may not be offset by the
amount of the premium. Through the writing of options on foreign currencies, the
Fund also may lose all or a portion of the benefits  which might  otherwise have
been obtained from favorable movements in exchange rates.

     The Fund may write  covered  call  options  on foreign  currencies.  A call
option  written on a foreign  currency by the Fund is "covered" if the Fund owns
the foreign currency  underlying the call or has an absolute and immediate right
to acquire that foreign currency without  additional cash  consideration (or for
additional  cash  consideration  held in a segregated  account by its custodian)
upon conversion or exchange of other foreign currencies held in its portfolio. A
call option is also covered if the Fund has a call on the same foreign  currency
in the same  principal  amount as the call written if the exercise  price of the
call held (i) is equal to or less than the exercise price of the call written or
(ii) is greater than the exercise  price of the call written,  if the difference
is maintained  by the Fund in cash or  high-grade  liquid assets in a segregated
account with the Fund's custodian.


                                       11
<PAGE>

     The  Fund  also  may  write  call   options  on  foreign   currencies   for
cross-hedging purposes. A call option on a foreign currency is for cross-hedging
purposes  if it is  designed  to  provide a hedge  against  a decline  due to an
adverse change in the exchange rate in the U.S. dollar value of a security which
the Fund  owns or has the  right to  acquire  and  which is  denominated  in the
currency  underlying the option.  Call options on foreign  currencies  which are
entered  into for  cross-hedging  purposes  are not  covered.  However,  in such
circumstances,  the Fund will  collateralize  the option by segregating  cash or
high-grade  liquid assets in an amount not less than the value of the underlying
foreign currency in U.S. dollars marked-to-market daily.

     Options  on  Securities.  In an effort to  increase  current  income and to
reduce  fluctuations in net asset value, the Fund may write covered put and call
options  and buy put and call  options on  securities  that are traded on United
States and foreign securities exchanges and over-the-counter. The Fund may write
and buy  options  on the same  types of  securities  that the Fund may  purchase
directly.

     A put option  written by the Fund is "covered"  if the Fund (i)  segregates
cash not available for investment or high-grade liquid assets with a value equal
to the exercise  price of the put with the Fund's  custodian or (ii) holds a put
on the same security and in the same principal amount as the put written and the
exercise price of the put held is equal to or greater than the exercise price of
the put written. The premium paid by the buyer of an option will reflect,  among
other things, the relationship of the exercise price to the market price and the
volatility of the underlying security,  the remaining term of the option, supply
and demand and interest rates.

     A call  option  written  by the  Fund is  "covered"  if the  Fund  owns the
underlying  security  covered by the call or has an absolute and immediate right
to  acquire  that  security  without   additional  cash  consideration  (or  for
additional  cash  consideration  held  in a  segregated  account  by the  Fund's
custodian)  upon  conversion  or  exchange  of  other  securities  held  in  its
portfolio.  A call  option is also deemed to be covered if the Fund holds a call
on the same  security and in the same  principal  amount as the call written and
the  exercise  price of the call held (i) is equal to or less than the  exercise
price of the call written or (ii) is greater than the exercise price of the call
written  if the  difference  is  maintained  by the Fund in cash and  high-grade
liquid assets in a segregated account with its custodian.

     The Fund also may write call options that are not covered for cross-hedging
purposes. The Fund collateralizes its obligation under a written call option for
cross-hedging  purposes by  segregating  cash or high-grade  liquid assets in an
amount  not less than the market  value of the  underlying  security,  marked to
market  daily.  The Fund would write a call option for  cross-hedging  purposes,
instead of writing a covered call option,  when the premium to be received  from
the  cross-hedge  transaction  would  exceed that which  would be received  from
writing a covered call option and its  portfolio  manager  believes that writing
the option would achieve the desired hedge.

     The  writer  of an option  may have no  control  over  when the  underlying
securities must be sold, in the case of a call option, or bought, in the case of
a put option,  since with regard to certain options,  the writer may be assigned
an  exercise  notice at any time  prior to the  termination  of the  obligation.
Whether or not an option expires  unexercised,  the writer retains the amount of
the premium.  This amount, of course, may, in the case of a covered call option,
be offset by a decline in the market value of the underlying security during the
option period. If a call option is exercised, the writer experiences a profit or
loss from the sale of the underlying security. If a put option is exercised, the
writer  must  fulfill  the  obligation  to buy the  underlying  security  at the
exercise  price,  which  will  usually  exceed  the  then  market  value  of the
underlying security.

     The writer of an option that wishes to terminate its  obligation may effect
a "closing  purchase  transaction."  This is accomplished by buying an option of
the same series as the option previously written.  The effect of the purchase is
that  the  writer's  position  will be  canceled  by the  clearing  corporation.
However,  a writer may not effect a closing  purchase  transaction  after  being
notified of the exercise of an option.  Likewise,  an investor who is the holder
of  an  option  may   liquidate  its  position  by  effecting  a  "closing  sale
transaction."  This is  accomplished  by selling an option of the same series as
the  option  previously  bought.  There is no  guarantee  that  either a closing
purchase or a closing sale transaction can be effected.

     In the case of a written call option,  effecting a closing transaction will
permit the Fund to write  another call option on the  underlying  security  with
either a different  exercise price or expiration  date or both. In the case of a
written put option,  such  transaction will permit the Fund to write another put
option to the extent that the  exercise  price  thereof is secured by  deposited
high-grade liquid assets.  Effecting a closing  transaction also will permit the
Fund to use the cash or  proceeds  from the  concurrent  sale of any  securities
subject  to the  option  for other  investments.  If the Fund  desires to sell a
particular  security  from its  portfolio on which it has written a call option,
the Fund will effect a closing  transaction prior to or concurrent with the sale
of the security.

     The Fund will realize a profit from a closing  transaction  if the price of
the  purchase  transaction  is less than the premium  received  from writing the
option or the price  received from a sale  transaction  is more than the premium
paid to buy the option. The Fund will realize a loss from a closing  transaction
if the price of the purchase  transaction 


                                       12
<PAGE>

is more than the premium  received from writing the option or the price received
from a sale transaction is less than the premium paid to buy the option. Because
increases in the market of a call option generally will reflect increases in the
market price of the underlying security,  any loss resulting from the repurchase
of a call option is likely to be offset in whole or in part by  appreciation  of
the underlying security owned by the Fund.

     An option  position may be closed out only where a secondary  market for an
option of the same series exists. If a secondary market does not exist, the Fund
may not be able to effect  closing  transactions  in particular  options and the
Fund would have to exercise  the options in order to realize any profit.  If the
Fund is unable to effect a closing purchase  transaction in a secondary  market,
it will not be able to sell the underlying  security until the option expires or
it delivers  the  underlying  security  upon  exercise.  The absence of a liquid
secondary market may be due to the following:  (i) insufficient trading interest
in certain options,  (ii) restrictions imposed by a national securities exchange
("Exchange") on which the option is traded on opening or closing transactions or
both,  (iii)  trading  halts,  suspensions  or other  restrictions  imposed with
respect to  particular  classes or series of options or  underlying  securities,
(iv) unusual or unforeseen  circumstances that interrupt normal operations on an
Exchange,  (v)  the  facilities  of an  Exchange  or  of  the  Options  Clearing
Corporation  ("OCC") may not at all times be adequate to handle current  trading
volume,  or (vi) one or more  Exchanges  could,  for economic or other  reasons,
decide or be compelled at some future date to discontinue the trading of options
(or a  particular  class or series of  options),  in which  event the  secondary
market on that  Exchange (or in that class or series of options)  would cease to
exist, although outstanding options on that Exchange that had been issued by the
OCC as a result of trades on that Exchange  would  continue to be exercisable in
accordance with their terms.

     The Fund may write options in connection with  buy-and-write  transactions.
In other words, the Fund may buy a security and then write a call option against
that  security.  The  exercise  price of such call will depend upon the expected
price movement of the underlying  security.  The exercise price of a call option
may  be   below   ("in-the-money"),   equal   to   ("at-the-money")   or   above
("out-of-the-money")  the current value of the  underlying  security at the time
the  option is  written.  Buy-and-write  transactions  using  in-the-money  call
options  may be used  when it is  expected  that  the  price  of the  underlying
security  will  remain  flat or decline  moderately  during  the option  period.
Buy-and-write  transactions  using at-the-money call options may be used when it
is expected  that the price of the  underlying  security  will  remain  fixed or
advance  moderately during the option period.  Buy-and-write  transactions using
out-of-the-money  call options may be used when it is expected that the premiums
received from writing the call option plus the  appreciation in the market price
of the  underlying  security up to the  exercise  price will be greater than the
appreciation in the price of the underlying  security alone. If the call options
are exercised in such transactions,  the Fund's maximum gain will be the premium
received  by it for writing the option,  adjusted  upwards or  downwards  by the
difference  between the Fund's  purchase  price of the security and the exercise
price. If the options are not exercised and the price of the underlying security
declines,  the  amount of such  decline  will be offset by the amount of premium
received.

     The  writing of covered  put options is similar in terms of risk and return
characteristics  to  buy-and-write  transactions.  If the  market  price  of the
underlying  security  rises or otherwise is above the  exercise  price,  the put
option will expire  worthless and the Fund's gain will be limited to the premium
received.  If the market price of the underlying  security declines or otherwise
is below the  exercise  price,  the Fund may elect to close the position or take
delivery of the security at the exercise price and the Fund's return will be the
premium received from the put options minus the amount by which the market price
of the security is below the exercise price.

     The Fund may buy put options to hedge against a decline in the value of its
portfolio.  By using put options in this way, the Fund will reduce any profit it
might  otherwise have realized in the  underlying  security by the amount of the
premium paid for the put option and by transaction costs.

     The Fund may buy call options to hedge  against an increase in the price of
securities  that it may buy in the future.  The premium paid for the call option
plus any transaction costs will reduce the benefit, if any, realized by the Fund
upon exercise of the option,  and,  unless the price of the underlying  security
rises sufficiently, the option may expire worthless to the Fund.

     Eurodollar  Instruments.  The  Fund  may  make  investments  in  Eurodollar
instruments.   Eurodollar  instruments  are  U.S.   dollar-denominated   futures
contracts or options  thereon which are linked to the London  Interbank  Offered
Rate ("LIBOR"), although foreign currency-denominated  instruments are available
from time to time.  Eurodollar  futures  contracts enable purchasers to obtain a
fixed  rate for the  lending  of funds and  sellers  to obtain a fixed  rate for
borrowings.  The Fund might use Eurodollar futures contracts and options thereon
to hedge  against  changes  in LIBOR,  to which  many  interest  rate  swaps and
fixed-income instruments are linked.

     Swaps and  Swap-Related  Products.  The Fund may enter into  interest  rate
swaps,  caps and  floors on  either an  asset-based  or  liability-based  basis,
depending  upon  whether it is hedging its assets or its  liabilities,  and will


                                       13
<PAGE>

usually  enter into  interest  rate swaps on a net basis (i.e.,  the two payment
streams are netted out, with the Fund  receiving or paying,  as the case may be,
only the net amount of the two payments).  The net amount of the excess, if any,
of the Fund's  obligations  over its  entitlement  with respect to each interest
rate  swap  will  be  calculated  on a  daily  basis  and an  amount  of cash or
high-grade  liquid  assets having an aggregate net asset value at least equal to
the accrued  excess will be  maintained  in a  segregated  account by the Fund's
custodian.  If the Fund enters  into an  interest  rate swap on other than a net
basis,  it would  maintain a segregated  account in the full amount accrued on a
daily basis of its obligations with respect to the swap. The Fund will not enter
into any  interest  rate swap,  cap or floor  transaction  unless the  unsecured
senior debt or the claims-paying  ability of the other party thereto is rated in
one of the three highest rating categories of at least one nationally recognized
statistical  rating  organization at the time of entering into such transaction.
Janus  Capital will monitor the  creditworthiness  of all  counterparties  on an
ongoing  basis.  If there is a default by the other party to such a transaction,
the Fund will have contractual  remedies  pursuant to the agreements  related to
the transaction.

     The swap market has grown substantially in recent years with a large number
of banks and  investment  banking firms acting both as principals  and as agents
utilizing standardized swap documentation. Janus Capital has determined that, as
a result, the swap market has become relatively liquid. Caps and floors are more
recent  innovations  for  which  standardized  documentation  has not  yet  been
developed and,  accordingly,  they are less liquid than swaps. To the extent the
Fund sells (i.e.,  writes) caps and floors, it will segregate cash or high-grade
liquid  assets  having an  aggregate  net asset value at least equal to the full
amount, accrued on a daily basis, of its obligations with respect to any caps or
floors.

     There is no limit on the amount of interest rate swap transactions that may
be entered into by the Fund. These  transactions  may in some instances  involve
the  delivery  of  securities  or  other  underlying  assets  by the Fund or its
counterparty   to   collateralize   obligations   under  the  swap.   Under  the
documentation  currently used in those markets, the risk of loss with respect to
interest  rate swaps is limited to the net amount of the payments  that the Fund
is contractually  obligated to make. If the other party to an interest rate swap
that is not  collateralized  defaults,  the Fund  would risk the loss of the net
amount of the payments that it  contractually  is entitled to receive.  The Fund
may buy and sell (i.e.,  write) caps and floors without  limitation,  subject to
the segregation requirement described above.

     Additional Risks of Options on Foreign  Currencies,  Forward  Contracts and
Foreign  Instruments.  Unlike  transactions  entered into by the Fund in futures
contracts, options on foreign currencies and forward contracts are not traded on
contract markets regulated by the CFTC or (with the exception of certain foreign
currency  options)  by the SEC. To the  contrary,  such  instruments  are traded
through  financial  institutions  acting  as  market-makers,   although  foreign
currency options are also traded on certain Exchanges,  such as the Philadelphia
Stock  Exchange  and  the  Chicago  Board  Options  Exchange,   subject  to  SEC
regulation. Similarly, options on currencies may be traded over-the-counter.  In
an over-the-counter  trading  environment,  many of the protections  afforded to
Exchange  participants  will not be available.  For example,  there are no daily
price fluctuation  limits, and adverse market movements could therefore continue
to an  unlimited  extent over a period of time.  Although the buyer of an option
cannot lose more than the amount of the premium plus related  transaction costs,
this entire  amount  could be lost.  Moreover,  an option  writer and a buyer or
seller of futures or forward  contracts  could  lose  amounts  substantially  in
excess of any premium received or initial margin or collateral posted due to the
potential  additional  margin and collateral  requirements  associated with such
positions.

     Options  on  foreign   currencies   traded  on  Exchanges  are  within  the
jurisdiction  of the SEC,  as are other  securities  traded on  Exchanges.  As a
result, many of the protections  provided to traders on organized Exchanges will
be  available  with respect to such  transactions.  In  particular,  all foreign
currency option positions entered into on an Exchange are cleared and guaranteed
by the OCC, thereby reducing the risk of counterparty default. Further, a liquid
secondary market in options traded on an Exchange may be more readily  available
than  in  the  over-the-counter  market,  potentially  permitting  the  Fund  to
liquidate  open  positions  at a profit prior to exercise or  expiration,  or to
limit losses in the event of adverse market movements.

     The purchase and sale of exchange-traded foreign currency options, however,
is  subject  to the  risks  of the  availability  of a liquid  secondary  market
described  above,  as well as the  risks  regarding  adverse  market  movements,
margining  of  options  written,  the  nature of the  foreign  currency  market,
possible  intervention  by  governmental  authorities  and the  effects of other
political and economic events. In addition,  exchange-traded  options on foreign
currencies involve certain risks not presented by the  over-the-counter  market.
For example,  exercise and  settlement of such options must be made  exclusively
through the OCC,  which has  established  banking  relationships  in  applicable
foreign countries for this purpose.  As a result,  the OCC may, if it determines
that  foreign  governmental  restrictions  or taxes  would  prevent  the orderly
settlement  of  foreign  currency  option  exercises,  or would  result in undue
burdens on the OCC or its clearing member, impose special procedures on exercise
and  settlement,  such as  technical  changes in the  mechanics  of  delivery of
currency, the fixing of dollar settlement prices or prohibitions on exercise.


                                       14
<PAGE>

     In addition,  options on U.S.  government  securities,  futures  contracts,
options  on  futures  contracts,   forward  contracts  and  options  on  foreign
currencies may be traded on foreign  exchanges and  over-the-counter  in foreign
countries.  Such  transactions  are subject to the risk of governmental  actions
affecting  trading in or the prices of foreign  currencies  or  securities.  The
value of such  positions  also could be adversely  affected by (i) other complex
foreign  political and economic  factors,  (ii) lesser  availability than in the
United  States of data on which to make trading  decisions,  (iii) delays in the
Fund's ability to act upon economic  events  occurring in foreign markets during
non-business  hours in the  United  States,  (iv) the  imposition  of  different
exercise and settlement terms and procedures and margin requirements than in the
United States, and (v) low trading volume.

INVESTMENT ADVISER

   
     As stated in the Prospectus,  the Fund has an Investment Advisory Agreement
with Janus  Capital,  100 Fillmore  Street,  Denver,  Colorado  80206-4923.  The
Advisory  Agreement  provides that Janus Capital will furnish  continuous advice
and recommendations concerning the Fund's investments,  provide office space for
the Fund, pay the salaries,  fees and expenses of all Fund officers and of those
Trustees  who are  affiliated  with  Janus  Capital,  and pay  all  expenses  of
promoting  the  sale of Fund  shares  other  than  the  cost of  complying  with
applicable  laws  relating  to the offer or sale of  shares  of the Fund.  Janus
Capital also may make payments to selected  broker-dealer  firms or institutions
which  perform  recordkeeping  or other  services  with  respect to  shareholder
accounts. The minimum aggregate size required for eligibility for such payments,
and the factors in selecting the  broker-dealer  firms and institutions to which
they will be made,  are  determined  from time to time by Janus  Capital.  Janus
Capital is also authorized to perform the management and administrative services
necessary for the operation of the Fund.

     The Fund pays  custodian and transfer  agent fees and  expenses,  brokerage
commissions  and  dealer  spreads  and other  expenses  in  connection  with the
execution of portfolio transactions, legal and accounting expenses, interest and
taxes,  registration  fees,  expenses of  shareholders'  meetings and reports to
shareholders,  fees and expenses of Trustees who are not  affiliated  with Janus
Capital,  costs of preparing,  printing and mailing the Fund's  Prospectuses and
Statements of Additional Information to current shareholders, and other costs of
complying with applicable  laws regulating the sale of Fund shares.  Pursuant to
the  Advisory  Agreements,  Janus  Capital  furnishes  certain  other  services,
including net asset value determination and Fund accounting,  recordkeeping, and
blue sky registration and monitoring services,  for which the Fund may reimburse
Janus Capital for its costs.
    

     The Fund has agreed to  compensate  Janus  Capital for its  services by the
monthly payment of a fee at the annual rate of 1.00% of the first $30 million of
the Fund's average daily net assets,  plus 0.75% of the next $270 million of the
Fund's  average  daily net  assets,  plus 0.70% of the next $200  million of the
Fund's  average  daily net  assets,  plus 0.65% of  average  daily net assets in
excess of $500  million.  Janus  Capital  has agreed to waive the  advisory  fee
payable by the Fund in an amount  equal to the amount,  if any,  that the Fund's
normal operating  expenses  chargeable to its income account in any fiscal year,
including  the  investment  advisory fee but  excluding  brokerage  commissions,
interest,  taxes  and  extraordinary  expenses,   exceed  the  most  restrictive
limitation  imposed by any state.  The Fund believes  that the most  restrictive
limitation  currently  effective  is 2.50% of the first $30  million  of average
daily net  assets,  plus  2.00% of the next $70  million  of  average  daily net
assets,  plus 1.50% of the balance of the Fund's  average daily net assets for a
fiscal year.

     The current  Advisory  Agreement became effective on September 27, 1995 and
it will continue in effect until June 16, 1997, 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  Agreement or interested persons of any such
party, and by either a majority of the outstanding  voting shares of the Fund or
the Trustees. The Advisory Agreement i) may be terminated without the payment of
any  penalty  by the  Fund or Janus  Capital  on 60 days'  written  notice;  ii)
terminates automatically in the event of its assignment; and iii) generally, may
not be amended  without  the  approval  by vote of a majority  of the  Trustees,
including  the  Trustees  who are not  interested  persons  of the Fund or Janus
Capital  and, to the extent  required by the 1940 Act, the vote of a majority of
the outstanding voting securities of the Fund.

     Janus Capital also performs  investment  advisory services for other mutual
funds,  and for  individual,  charitable,  corporate  and  retirement  accounts.
Investment  decisions for each account  managed by Janus Capital,  including the
Fund, are made  independently from those for any other account that is or may in
the future become managed by Janus Capital or its  affiliates.  If,  however,  a
number of accounts managed by Janus Capital are contemporaneously engaged in the
purchase or sale of the same security,  the orders may be aggregated  and/or the
transactions  may be  averaged  as to  price  and  allocated  equitably  to each
account.  In some cases,  this policy might  adversely  affect the price paid or
received by an account or the size of the position obtained or liquidated for an
account.


                                       15
<PAGE>

     Each account managed by Janus Capital has its own investment  objective and
policies and is managed accordingly by a particular portfolio manager or team of
portfolio managers. As a result, from time to time two or more different managed
accounts may pursue divergent investment  strategies with respect to investments
or categories of investments.

     As indicated in the Prospectus,  Janus Capital permits investment and other
personnel to purchase and sell  securities  for their own accounts in accordance
with a Janus Capital policy regarding personal investing by directors,  officers
and  employees of Janus  Capital and the Fund.  The policy  requires  investment
personnel and officers of Janus Capital,  inside  directors of Janus Capital and
the Fund and other  designated  persons deemed to have access to current trading
information to pre-clear all  transactions  in securities  not otherwise  exempt
under the policy.  Requests for trading  authority  will be denied  when,  among
other  reasons,  the  proposed  personal  transaction  would be  contrary to the
provisions of the policy or would be deemed to adversely  affect any transaction
then known to be under  consideration  for or to have been effected on behalf of
any client account, including the Fund.

     In addition to the  pre-clearance  requirement  described above, the policy
subjects investment personnel,  officers and directors/Trustees of Janus Capital
and the Fund to various  trading  restrictions  and reporting  obligations.  All
reportable transactions are reviewed for compliance with Janus Capital's policy.
Those persons also may be required under certain  circumstances to forfeit their
profits made from personal trading.

     The provisions of the policy are  administered by and subject to exceptions
authorized by Janus Capital.

     Kansas City Southern  Industries,  Inc., a publicly  traded holding company
whose primary subsidiaries are engaged in transportation, information processing
and financial services ("KCSI"), owns approximately 83% of Janus Capital. Thomas
H.  Bailey,  the  President  and  Chairman of the Board of Janus  Capital,  owns
approximately  12% of its voting  stock and, by agreement  with KCSI,  selects a
majority of Janus Capital's Board.

CUSTODIAN, TRANSFER AGENT AND CERTAIN AFFILIATIONS

   
     Investors  Fiduciary  Trust Company  ("IFTC"),  127 W. 10th Street,  Kansas
City,  Missouri  64105,  has  custody  of the  securities  and  cash of the Fund
maintained  in the United  States.  IFTC is a  wholly-owned  subsidiary of State
Street  Bank  and  Trust  Company  ("State  Street"),   P.O.  Box  351,  Boston,
Massachusetts 02101. State Street and the foreign  subcustodians  selected by it
and  approved  by the  Trustees,  have  custody  of the  assets of the Fund held
outside the U.S. and cash incidental thereto. State Street may also have custody
of certain  domestic and foreign  securities  held in connection with repurchase
agreements.   The  custodians  and  subcustodians  hold  the  Fund's  assets  in
safekeeping  and  collect  and  remit  the  income   thereon,   subject  to  the
instructions of the Fund.
    

     Janus  Service  Corporation  ("Janus  Service"),  P.O. Box 173375,  Denver,
Colorado 80217-3375,  a wholly-owned  subsidiary of Janus Capital, is the Fund's
transfer   agent.   In  addition,   Janus   Service   provides   certain   other
administrative, recordkeeping and shareholder relations services to the Fund.

   
     Janus  Distributors,  Inc.  ("Janus  Distributors"),  100 Fillmore  Street,
Denver,  Colorado  80206,  a  wholly-owned  subsidiary  of Janus  Capital,  is a
distributor of the Fund.  Janus  Distributors  is registered as a  broker-dealer
under the Securities  Exchange Act of 1934 (the "Exchange  Act") and is a member
of the National Association of Securities Dealers,  Inc. Janus Distributors acts
as the agent of the Fund in connection with the sale of its shares in all states
in which the shares are registered and in which Janus  Distributors is qualified
as  a  broker-dealer.  Under  the  Distribution  Agreement,  Janus  Distributors
continuously  offers the Fund's shares and accepts orders at net asset value. No
sales charges are paid by  investors.  Promotional  expenses in connection  with
offers and sales of shares are paid by Janus Capital.
    

     For  transfer  agency  and other  services,  Janus  Service  receives a fee
calculated at an annual rate of $16 per Fund shareholder  account.  In addition,
the Fund pays DST Systems,  Inc. ("DST"), a subsidiary of KCSI, license fees for
the use of DST's  shareholder  accounting  and  portfolio  and  fund  accounting
systems, and postage and forms costs of a DST affiliate incurred in mailing Fund
shareholder transaction confirmations.

     The Trustees have  authorized  the Fund to use another  affiliate of DST as
introducing broker for certain Fund portfolio  transactions as a means to reduce
Fund  expenses  through a credit  against the charges of DST and its  affiliates
with regard to commissions earned by such affiliate. See "Portfolio Transactions
and Brokerage."

PORTFOLIO TRANSACTIONS AND BROKERAGE

   
     Decisions  as to the  assignment  of  portfolio  business  for the Fund and
negotiation of its commission rates are made by Janus Capital whose policy is to
obtain the "best execution" (prompt and reliable execution at the most favorable
security  price)  of all  portfolio  transactions.  The Fund may  trade  foreign
securities  in foreign  countries  because the best  available  market for these
securities  is often on foreign  exchanges.  In  transactions  on foreign  stock
exchanges,  brokers'  commissions are frequently fixed and are often higher than
in the United States, where commissions are negotiated.
    


                                       16
<PAGE>

     In  selecting  brokers and dealers and in  negotiating  commissions,  Janus
Capital  considers a number of  factors,  including  but not  limited to:  Janus
Capital's knowledge of currently available negotiated commission rates or prices
of  securities  currently  available and other current  transaction  costs;  the
nature of the security being traded;  the size and type of the transaction;  the
nature and  character  of the markets for the  security to be purchased or sold;
the desired  timing of the trade;  the  activity  existing  and  expected in the
market  for  the  particular  security;  confidentiality;  the  quality  of  the
execution,  clearance and settlement services; financial stability of the broker
or dealer;  the  existence  of actual or  apparent  operational  problems of any
broker or dealer;  rebates of  commissions by a broker to the fund or to a third
party service provider to the fund to pay fund expenses;  and research  products
or services  provided.  In  recognition  of the value of the foregoing  factors,
Janus Capital may place portfolio transactions with a broker or dealer with whom
it has  negotiated  a  commission  that is in excess of the  commission  another
broker or dealer  would have charged for  effecting  that  transaction  if Janus
Capital  determines in good faith that such amount of commission  was reasonable
in relation to the value of the brokerage  and research  provided by such broker
or dealer  viewed  in terms of  either  that  particular  transaction  or of the
overall  responsibilities  of Janus  Capital.  Research  may include  furnishing
advice,  either directly or through publications or writings, as to the value of
securities,  the advisability of purchasing or selling  specific  securities and
the   availability  of  securities  or  purchasers  or  sellers  of  securities;
furnishing  seminars,  information,  analyses  and reports  concerning  issuers,
industries,  securities,  trading markets and methods, legislative developments,
changes in  accounting  practices,  economic  factors  and trends and  portfolio
strategy; access to research analysts, corporate management personnel,  industry
experts, economists and government officials; comparative performance evaluation
and  technical  measurement  services and quotation  services,  and products and
other  services  (such as third party  publications,  reports and analyses,  and
computer and electronic access, equipment, software, information and accessories
that deliver,  process or otherwise utilize information,  including the research
described above) that assist Janus Capital in carrying out its responsibilities.
Research received from brokers or dealers is supplemental to Janus Capital's own
research  efforts.  Most  brokers  and  dealers  used by Janus  Capital  provide
research and other services described above.

     Janus  Capital may use research  products  and services in servicing  other
accounts in addition to the Fund. If Janus Capital  determines that any research
product or service has a mixed use, such that it also serves  functions  that do
not assist in the investment decision-making process, Janus Capital may allocate
the costs of such  service  or  product  accordingly.  Only that  portion of the
product  or  service  that  Janus  Capital  determines  will  assist  it in  the
investment  decision-making  process  may be paid  for in  brokerage  commission
dollars. Such allocation may create a conflict of interest for Janus Capital.

     Janus Capital does not enter into agreements with any brokers regarding the
placement  of  securities  transactions  because of the research  services  they
provide.   It  does,   however,   have  an  internal  procedure  for  allocating
transactions in a manner consistent with its execution policy to brokers that it
has identified as providing superior  executions and research,  research-related
products or services  which  benefit its advisory  clients,  including the Fund.
Research products and services incidental to effecting  securities  transactions
furnished  by brokers or dealers  may be used in  servicing  any or all of Janus
Capital's clients and such research may not necessarily be used by Janus Capital
in connection  with the accounts  which paid  commissions  to the  broker-dealer
providing such research products and services.

   
     Janus Capital may consider sales of Fund shares by a  broker-dealer  or the
recommendation  of a  broker-dealer  to its  customers  that they  purchase Fund
shares as a factor in the selection of  broker-dealers to execute Fund portfolio
transactions. Janus Capital may also consider payments made by brokers effecting
transactions  for the Fund i) to the Fund or ii) to other  persons  on behalf of
the Fund for  services  provided to the Fund for which it would be  obligated to
pay. In placing portfolio business with such broker-dealers,  Janus Capital will
seek the best execution of each transaction.
    

     When the Fund purchases or sells a security in the over-the-counter market,
the transaction takes place directly with a principal market-maker,  without the
use of a broker,  except in those  circumstances  where in the  opinion of Janus
Capital  better  prices and  executions  will be  achieved  through the use of a
broker.

     The Fund's  Trustees have  authorized  Janus Capital to place  transactions
with DST Securities,  Inc. ("DSTS"), a wholly-owned  broker-dealer subsidiary of
DST.  Janus Capital may do so if it reasonably  believes that the quality of the
transaction  and the  associated  commission  are  fair and  reasonable  and if,
overall,  the associated  transaction  costs, net of any credits described above
under "Custodian, Transfer Agent and Certain Affiliations," are lower than those
that would otherwise be incurred.

OFFICERS AND TRUSTEES

     The  following  are the names of the  Trustees  and  officers of the Trust,
together with a brief description of their principal occupations during the last
five years. In August 1992, Janus Venture Fund, Inc. and Janus Twenty Fund, Inc.
(both  separate   Maryland   corporations)   and  the  Janus  Income  Series  (a
Massachusetts  business trust  comprised of 


                                       17
<PAGE>

the Janus Flexible Income Fund and Janus Intermediate Government Securities Fund
series) were  reorganized  into separate  series of the Trust.  In general,  all
references to Trust offices in this section include  comparable offices with the
respective predecessor funds, unless a Trust office was filled subsequent to the
reorganization.

   
Thomas H. Bailey*# - Trustee, Chairman and President
100 Fillmore Street
Denver, CO 80206-4923
     Trustee,  Chairman and President of Janus Aspen Series. Chairman,  Director
     and President of Janus Capital.  Chairman and Director of IDEX  Management,
     Inc.,  Largo,  Florida  (50%  subsidiary  of Janus  Capital and  investment
     adviser to a group of mutual funds) ("IDEX").

James P. Craig, III*# - Trustee and Executive Vice President
100 Fillmore Street
Denver, CO 80206-4923
     Trustee  and  Executive  Vice  President  of  Janus  Aspen  Series.   Chief
     Investment Officer, Vice President and Director of Janus Capital. Executive
     Vice President and Portfolio  Manager of Janus Fund and Janus Balanced Fund
     series of the Trust.

Scott W. Schoelzel* - Executive Vice President and Portfolio Manager
100 Fillmore Street
Denver, CO 80206-4923
     Vice  President  of  Janus  Capital.  Co-Portfolio  Manager  of WRL  Growth
     Portfolio,  IDEX II Growth Portfolio,  IDEX Fund and IDEX Fund 3. From 1991
     to 1993,  a Portfolio  Manager  with  Founders  Asset  Management,  Denver,
     Colorado. Prior to 1991, a general partner of Ivy Lane Investments, Denver,
     Colorado (a real estate investment partnership).

David C. Tucker* - Vice President and General Counsel
100 Fillmore Street
Denver, CO 80206-4923
     Vice President and General  Counsel of Janus Aspen Series.  Vice President,
     Secretary and General  Counsel of Janus Capital.  Vice  President,  General
     Counsel and Director of Janus Service and Janus Distributors.

Steven R. Goodbarn* - Treasurer and Chief Financial Officer
100 Fillmore Street
Denver, CO 80206-4923
     Treasurer and Chief Financial Officer of Janus Aspen Series. Vice President
     of Finance and Treasurer of Janus  Service,  Janus  Distributors  and Janus
     Capital. Director of IDEX and Janus Distributors.  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
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).

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.

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


                                       18
<PAGE>

Dennis B. Mullen - Trustee
1601 114th Avenue, SE
Alderwood Building, Suite 130
Bellevue, WA 98004
     Trustee of Janus Aspen Series.  President and Chief Executive Officer of BC
     Northwest, L.P., a franchise of Boston Chicken, Inc., Bellevue,  Washington
     (restaurant chain). Formerly (1982 to 1993), Chairman,  President and Chief
     Executive  Officer  of  Famous  Restaurants,   Inc.,  Scottsdale,   Arizona
     (restaurant chain).

Martin H. Waldinger - Trustee
4940 Sandshore Court
San Diego, CA 92130
     Trustee of Janus  Aspen  Series.  Private  Consultant  and  Director of Run
     Technologies,  Inc., a software  development firm, San Carlos,  California.
     Formerly  (1989  to  1993),   President  and  Chief  Executive  Officer  of
     Bridgecliff  Management  Services,  Campbell,   California  (a  condominium
     association management company).

     The Trustees are  responsible  for major  decisions  relating to the Fund's
objective, policies and techniques. The Trustees also supervise the operation of
the Fund by their officers and review the  investment  decisions of the officers
although  they do not  actively  participate  on a regular  basis in making such
decisions.

     The Executive Committee of the Trustees shall have and may exercise all the
powers and  authority  of the Board except for matters  requiring  action by the
whole Board pursuant to the Trust's Bylaws or Agreement and Declaration of Trust
("Declaration of Trust"), Massachusetts law or the 1940 Act.

     The following table shows the aggregate  compensation  paid to each Trustee
by the Fund and all funds advised and sponsored by Janus Capital  (collectively,
the "Janus Funds") for the periods  indicated.  None of the Trustees receive any
pension or retirement from the Fund or the Janus Funds.

<TABLE>
<CAPTION>
                                                   Aggregate Compensation                         Total Compensation from the
                                                 from the Fund for fiscal year                   Janus Funds for calendar year
Name of Person, Position                           ended October 31, 1995**                       ended December 31, 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 Fund and of Janus Capital. Compensated by Janus
     Capital and not the Fund.
**   The Fund had not commenced operations as of October 31, 1995.
***  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
Fund's  shares.  Shares of the Fund are sold at the net asset value per share as
determined  at the close of the  regular  trading  session of the New York Stock
Exchange  (the "NYSE")  next  occurring  after a purchase  order is received and
accepted  by the  Fund.  The  Shareholder's  Manual  Section  of the  Prospectus
contains detailed information about the purchase of shares.

NET ASSET VALUE DETERMINATION

     As stated in the Prospectus,  the net asset value ("NAV") of Fund shares is
determined  once each day on which the NYSE is open, at the close of its regular
trading session (normally 4:00 p.m., New York time, Monday through Friday).  The
NAV of Fund shares is not determined on days the NYSE is closed (generally,  New
Year's Day, Presidents' Day, Good Friday,  Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christmas). The per share NAV of the Fund is determined by
dividing  the  total  value of the  Fund's  securities  and other  assets,  less
liabilities,  by the total number of shares  outstanding.  In  determining  NAV,
securities listed on an Exchange, the NASDAQ National Market and foreign markets
are valued at the closing  prices on such  markets,  or if such price is lacking
for the trading 

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


                                       19
<PAGE>

   
period  immediately  preceding the time of  determination,  such  securities are
valued at their  current bid price.  Municipal  securities  held by the Fund are
traded primarily in the over-the-counter  market.  Valuations of such securities
are furnished by one or more pricing services employed by the Fund and are based
upon a computerized  matrix system or appraisals  obtained by a pricing service,
in each case in reliance upon  information  concerning  market  transactions and
quotations from recognized municipal  securities dealers.  Other securities that
are  traded on the  over-the-counter  market  are  valued at their  closing  bid
prices.  Foreign  securities and currencies are converted to U.S.  dollars using
the exchange  rate in effect at the close of the NYSE.  The Fund will  determine
the market value of individual  securities  held by it, by using prices provided
by one or more professional  pricing services which may provide market prices to
other funds,  or, as needed,  by obtaining  market  quotations from  independent
broker-dealers.  Short-term securities maturing within 60 days are valued on the
amortized cost basis. Securities for which quotations are not readily available,
and other  assets,  are valued at fair  values  determined  in good faith  under
procedures established by and under the supervision of the Trustees.
    

     Trading in securities on European and Far Eastern securities  exchanges and
over-the-counter markets is normally completed well before the close of business
on each  business  day in New York (i.e.,  a day on which the NYSE is open).  In
addition,  European  or  Far  Eastern  securities  trading  generally  or  in  a
particular  country or countries  may not take place on all business days in New
York. Furthermore,  trading takes place in Japanese markets on certain Saturdays
and in various  foreign  markets on days which are not business days in New York
and on which the Fund's NAV is not  calculated.  The Fund calculates its NAV per
share, and therefore  effects sales,  redemptions and repurchases of its shares,
as of the  close of the NYSE  once on each day on which  the NYSE is open.  Such
calculation may not take place  contemporaneously  with the determination of the
prices of the foreign portfolio securities used in such calculation.

REINVESTMENT OF DIVIDENDS AND DISTRIBUTIONS

     If investors do not elect in writing or by phone to receive their dividends
and distributions in cash, all income dividends and capital gains distributions,
if any, on a Fund's shares are reinvested  automatically in additional shares of
the Fund at the NAV  determined  on the first  business day following the record
date.   Checks  for  cash  dividends  and  distributions  and  confirmations  of
reinvestments  are  usually  mailed to  shareholders  within  ten days after the
record date. Any election of the manner in which a shareholder wishes to receive
dividends and  distributions  (which may be made on the New Account  Application
form or by phone) will apply to dividends and  distributions the record dates of
which fall on or after the date that the Fund  receives  such notice.  Investors
receiving cash  distributions  and dividends may elect in writing or by phone to
change back to automatic reinvestment at any time.

REDEMPTION OF SHARES

     Procedures  for  redemption  of shares  are set forth in the  Shareholder's
Manual  section of the  Prospectus.  Shares  normally will be redeemed for cash,
although the Fund  retains the right to redeem its shares in kind under  unusual
circumstances,  in order to protect the interests of remaining shareholders,  by
delivery of securities selected from its assets at its discretion.  However, the
Fund is governed by Rule 18f-1 under the 1940 Act,  which  requires  the Fund to
redeem  shares  solely in cash up to the lesser of  $250,000 or 1% of the NAV of
the Fund during any 90-day period for any one shareholder. Should redemptions by
any  shareholder  exceed  such  limitation,  the Fund  will  have the  option of
redeeming  the excess in cash or in kind.  If shares are  redeemed in kind,  the
redeeming  shareholder  might incur  brokerage costs in converting the assets to
cash. The method of valuing  securities used to make redemptions in kind will be
the same as the method of valuing portfolio securities described under "Purchase
of Shares -- Net Asset Value  Determination"  and such valuation will be made as
of the same time the redemption price is determined.

       

     The right to require the Fund to redeem its shares may be suspended, or the
date  of  payment  may  be  postponed,  whenever  (1)  trading  on the  NYSE  is
restricted,  as determined by the SEC, or the NYSE is closed except for holidays
and  weekends,  (2) the SEC permits  such  suspension  and so orders,  or (3) an
emergency  exists as  determined  by the SEC so that  disposal of  securities or
determination of NAV is not reasonably practicable.

SHAREHOLDER ACCOUNTS

     Detailed  information about the general procedures for shareholder accounts
and specific types of accounts is set forth in the Prospectus.  Applications for
specific types of accounts may be obtained by calling the Fund at 1-800-525-3713
or writing to the Fund at P.O. Box 173375, Denver, Colorado 80217-3375.


                                       20
<PAGE>

   
TELEPHONE TRANSACTIONS

     As  stated  in the  Prospectus,  shareholders  may  initiate  a  number  of
transactions  by telephone.  The Fund,  its transfer  agent and its  distributor
disclaim  responsibility  for  the  authenticity  of  instructions  received  by
telephone.  Such  entities  will employ  reasonable  procedures  to confirm that
instructions communicated by telephone are genuine. Such procedures may include,
among others,  requiring personal  identification prior to acting upon telephone
instructions,  providing  written  confirmation  of the  transactions  and  tape
recording telephone conversations.
    

SYSTEMATIC WITHDRAWALS

     As stated in the  Shareholder's  Manual section of the  Prospectus,  if you
have  a  regular  account  or  are  eligible  for  normal  distributions  from a
retirement plan, you may establish a systematic withdrawal program. The payments
will be made from the proceeds of periodic  redemptions of shares in the account
at the NAV.  Depending on the size or frequency of the disbursements  requested,
and the  fluctuation  in  value of the  Fund's  portfolio,  redemptions  for the
purpose  of  making  such   disbursements   may  reduce  or  even   exhaust  the
shareholder's account.  Either an investor or the Fund, by written notice to the
other,  may terminate  the  investor's  systematic  withdrawal  program  without
penalty at any time.

     Information about requirements to establish a systematic withdrawal program
may be obtained  by writing or calling  the Fund at the address or phone  number
shown above.

RETIREMENT PLANS

   
     The Fund offers several  different types of tax-deferred  retirement  plans
that an investor  may  establish  to invest in Fund  shares,  depending on rules
prescribed by the Code. The Individual Retirement Account ("IRA") may be used by
most  individuals who have taxable  compensation.  Simplified  Employee  Pension
Plans ("SEPs") and Defined  Contribution Plans (Profit Sharing or Money Purchase
Pension  Plans)  may  be  used  by  most  employers,   including   corporations,
partnerships and sole proprietors,  for the benefit of business owners and their
employees.  In addition,  the Fund offers a Section 403(b)(7) Plan for employees
of educational  organizations  and other  qualifying  tax-exempt  organizations.
Investors  should consult their tax advisor or legal counsel before  selecting a
retirement plan.

     Contributions  under IRAs,  SEPs,  Defined  Contribution  Plans and Section
403(b)(7)  Plans are subject to specific  contribution  limitations.  Generally,
such  contributions  will be invested at the direction of the  participant.  The
investment  is then held by IFTC as  custodian.  Each  participant's  account is
charged an annual fee of $12.  There is a maximum annual fee of $24 per taxpayer
identification  number.  In lieu of the  annual  fee,  a  special  nonrefundable
one-time fee of $100 may be paid. This fee covers all retirement plans discussed
above that are maintained under the same taxpayer  identification  number in any
series of the Trust, and carries over to spousal  beneficiaries  who transfer or
rollover  the  plan  assets  to a plan in  their  name  upon  the  death  of the
participant, as long as the accounts remain with Janus on a continuing basis.
    

     Distributions  from  retirement  plans are  generally  subject to  ordinary
income tax and may be subject to an additional 10% tax if withdrawn prior to age
591/2. Several exceptions to the general rule may apply.  However,  shareholders
must start withdrawing  retirement plan assets no later than April 1 of the year
after they reach age 701/2. Several methods exist to determine the amount of the
minimum annual distribution.  Shareholders should consult with their tax advisor
or legal counsel prior to receiving any  distribution  from any retirement plan,
in order to determine the income tax impact of any such distribution.

     To receive additional  information about IRAs, SEPs,  Defined  Contribution
Plans  and  Section  403(b)(7)  Plans  along  with the  necessary  materials  to
establish  an account,  please call the Fund at  1-800-525-3713  or write to the
Fund at P.O. Box 173375, Denver, Colorado 80217-3375. No contribution to an IRA,
SEP, Defined  Contribution  Plan or Section 403(b)(7) Plan can be made until the
appropriate forms to establish any such plan have been completed.

INCOME DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX STATUS

   
     It is a policy of the Fund to make  distributions of  substantially  all of
its investment  income and any net realized capital gains. The Fund declares and
makes annual distributions of income (if any). Any capital gains realized during
each fiscal year ended October 31, as defined by the Code, are normally declared
and  payable  to  shareholders  in  December.  The Fund  intends to qualify as a
regulated  investment company by satisfying certain  requirements  prescribed by
Subchapter M of the Code.

     The Fund may  purchase  the  securities  of  certain  foreign  corporations
considered to be passive  foreign  investment  companies by the IRS. In order to
avoid taxes and interest that must be paid by the Fund if these  investments are
    


                                       21
<PAGE>

   
profitable,  the Fund may make  various  elections  permitted  by the tax  laws.
However,  these elections could require that the Fund recognize  taxable income,
which in turn must be  distributed,  before the  securities  are sold and before
cash is received to pay the distributions.

     Some  foreign  securities  purchased  by the Fund may be subject to foreign
taxes  which  could  reduce  the yield on such  securities.  The  amount of such
foreign taxes is expected to be  insignificant.  Accordingly,  the Fund does not
intend to make the  election  permitted  under  section  853 of the Code to pass
through such taxes to  shareholders  as a foreign tax credit.  As a result,  any
foreign  taxes paid or accrued will  represent an expense to the Fund which will
reduce its investment  company taxable income as this would increase the taxable
income reported to shareholders  and require  shareholders to take the credit on
their tax returns, complicating the preparation of such returns.
    

MISCELLANEOUS INFORMATION

   
     The Fund is a series of the Trust, a Massachusetts business trust which was
created on February 11,  1986.  The Trust is an open-end  management  investment
company  registered  under the 1940 Act.  As of the date of this SAI,  the Trust
consists of 17 other series, which are offered by separate prospectuses.
    

     Janus  Capital  reserves  the right to the name  "Janus." In the event that
Janus Capital does not continue to provide  investment  advice to the Fund,  the
Fund must cease to use the name "Janus" as soon as reasonably practicable.

     Under  Massachusetts  law,  shareholders  of the Fund could,  under certain
circumstances,  be held liable for the  obligations  of the Fund.  However,  the
Declaration of Trust disclaims  shareholder liability for acts or obligations of
the Fund and requires that notice of this disclaimer be given in each agreement,
obligation or  instrument  entered into or executed by the Fund or the Trustees.
The  Declaration of Trust also provides for  indemnification  from the assets of
the Fund for all losses and expenses of the Fund shareholder held liable for the
obligations of the Fund.  Thus, the risk of a shareholder  incurring a financial
loss on account of its liability as a shareholder  of one of the Fund is limited
to circumstances in which the Fund would be unable to meet its obligations.  The
possibility that these  circumstances would occur is remote. The Trustees intend
to  conduct  the  operations  of the  Fund to  avoid,  to the  extent  possible,
liability of shareholders for liabilities of the Fund.

SHARES OF THE TRUST

     The  Trust  is  authorized  to issue  an  unlimited  number  of  shares  of
beneficial  interest  with a par value of one cent per share for each  series of
the Trust.  Shares of the Fund are fully paid and nonassessable when issued. All
shares of the Fund participate  equally in dividends and other  distributions by
the Fund, and in residual assets of the Fund in the event of liquidation. Shares
of the Fund have no preemptive, conversion or subscription rights. Shares of the
Fund may be transferred  by endorsement or stock power as is customary,  but the
Fund is not bound to recognize any transfer until it is recorded on its books.

VOTING RIGHTS

     The present Trustees were elected at a meeting of shareholders held on July
10, 1992,  with the  exception of Mr. Craig who was appointed by the Trustees as
of June 30, 1995. Under the Declaration of Trust,  each Trustee will continue in
office until the  termination  of the Trust or his earlier  death,  resignation,
bankruptcy, incapacity or removal. Vacancies will be filled by a majority of the
remaining  Trustees,  subject to the 1940 Act.  Therefore,  no annual or regular
meetings of shareholders normally will be held, unless otherwise required by the
Declaration  of Trust or the 1940 Act.  Subject to the  foregoing,  shareholders
have the power to vote to elect or remove  Trustees,  to terminate or reorganize
the Fund, to amend the Declaration of Trust, to bring certain derivative actions
and on any other  matters on which a  shareholder  vote is  required by the 1940
Act, the Declaration of Trust, the Trust's Bylaws or the Trustees.

   
     Each share of each series of the Trust has one vote (and  fractional  votes
for  fractional  shares).  Shares of all series of the Trust have  noncumulative
voting  rights,  which  means that the holders of more than 50% of the shares of
all series of the Trust  voting for the  election of Trustees  can elect 100% of
the  Trustees if they  choose to do so and,  in such  event,  the holders of the
remaining  shares  will not be able to elect any  Trustees.  Each  series of the
Trust will vote  separately  only with respect to those matters that affect only
that  series  or if a  portfolio's  interest  in the  matter  differs  from  the
interests of other portfolios of the Trust.
    

INDEPENDENT ACCOUNTANTS

     Price Waterhouse LLP, 950 Seventeenth Street, Suite 2500, Denver,  Colorado
80202,  independent  accountants for the Fund, audit the Fund's annual financial
statements and prepare its tax returns.


                                       22
<PAGE>

REGISTRATION STATEMENT

     The  Trust  has  filed  with  the SEC,  Washington,  D.C.,  a  Registration
Statement  under the  Securities  Act of 1933,  as amended,  with respect to the
securities  to which this SAI relates.  If further  information  is desired with
respect to the Fund or such  securities,  reference is made to the  Registration
Statement and the exhibits filed as a part thereof.

PERFORMANCE INFORMATION

     The  Prospectus   contains  a  brief  description  of  how  performance  is
calculated.

     Quotations of average annual total return for the Fund will be expressed in
terms  of the  average  annual  compounded  rate  of  return  of a  hypothetical
investment in the Fund over periods of 1, 5, and 10 years (up to the life of the
Fund).  These are the annual total rates of return that would equate the initial
amount  invested  to the  ending  redeemable  value.  These  rates of return are
calculated  pursuant  to the  following  formula:  P(1 + T)n = ERV  (where P = a
hypothetical initial payment of $1,000, T = the average annual total return, n =
the  number of years and ERV = the  ending  redeemable  value of a  hypothetical
$1,000  payment made at the beginning of the period).  All total return  figures
reflect the  deduction  of a  proportional  share of Fund  expenses on an annual
basis, and assume that all dividends and distributions are reinvested when paid.

     Quotations of the Fund's yield are based on the investment income per share
earned  during a particular  30-day  period  (including  dividends,  if any, and
interest),  less expenses accrued during the period ("net  investment  income"),
and are  computed by dividing net  investment  income by the net asset value per
share on the last day of the period, according to the following formula:

                           YIELD = 2 [(a-b + 1)6 - 1]
                                       cd

     where    a =   dividend and interest income
              b =   expenses accrued for the period
              c =   average daily number of shares outstanding during the period
                    that were entitled to receive dividends
              d =   maximum  net  asset  value  per share on the last day of the
                    period

     From time to time in advertisements or sales material, the Fund may discuss
its performance  ratings or other  information as published by recognized mutual
fund  statistical  rating  services,  including,  but  not  limited  to,  Lipper
Analytical Services,  Inc., Ibbotson  Associates,  Micropal or Morningstar or by
publications  of  general  interest  such as Forbes or Money.  The Fund may also
compare its  performance  to that of other  selected  mutual funds,  mutual fund
averages or recognized stock market indicators,  including,  but not limited to,
the Standard & Poor's 500  Composite  Stock Price  Index,  the Standard & Poor's
Midcap  Index,   the  Dow  Jones   Industrial   Average,   the  Lehman  Brothers
Government/Corporate  Bond Index, the Lehman Brothers  Government/Corporate  1-3
Year Bond Index, the Lehman Brothers Long  Government/Corporate  Bond Index, the
Lehman  Brothers  Intermediate   Government  Bond  Index,  the  Lehman  Brothers
Municipal  Bond  Index,  the  Russell  2000 Index and the NASDAQ  composite.  In
addition,  the Fund may compare its total  return to the yield on U.S.  Treasury
obligations  and to the  percentage  change in the Consumer  Price  Index.  Such
performance  ratings  or  comparisons  may be made  with  funds  that  may  have
different investment restrictions,  objectives,  policies or techniques than the
Fund and such other funds or market  indicators  may be comprised of  securities
that differ significantly from the Fund's investments.


                                       23
<PAGE>

APPENDIX A

EXPLANATION OF RATING CATEGORIES

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

STANDARD & POOR'S RATINGS SERVICES

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

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

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

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

   
*Unrated  securites are treated as  noninvestment  grade  securities  unless the
portfolio  manager  determines  that  such  securities  are  the  equivalent  of
investment  grade.  Split rated securities may be treated as investment grade so
long as at least one major agency has rated the security as investment grade.
    


                                       24
<PAGE>

                              JANUS INVESTMENT FUND
                           PART C - OTHER INFORMATION

ITEM 24. Financial Statements and Exhibits

     List  all  financial   statements   and  exhibits  filed  as  part  of  the
Registration Statement.

     (a)(1) Financial Statements Included in the Prospectus:

            Financial Highlights for each of the following Funds:

   
                           Not Applicable
    

     (a)(2)  Financial  Statements  included  in  the  Statement  of  Additional
             Information:

   
             The  Financial  Statements  for each of the  following  Funds,
             included in the  Semiannual  Report dated April 30, 1995,  are
             incorporated  by reference  into the  Statement of  Additional
             Information:

                           Not Applicable
    

     (b)     Exhibits:

               Exhibit 1          (a)  Agreement and Declaration of Trust, dated
                                       February 11, 1986 is incorporated  herein
                                       by    reference    to    Exhibit   1   to
                                       Post-Effective Amendment No. 30.

                                  (b)  Certificate  of  Designation   for  Janus
                                       Growth  and Income  Fund is  incorporated
                                       herein by  reference  to Exhibit  1(b) to
                                       Post-Effective Amendment No. 42.

                                  (c)  Certificate  of  Designation   for  Janus
                                       Worldwide Fund is incorporated  herein by
                                       reference   to  Exhibit   1(c)  to  Post-
                                       Effective Amendment No. 42.

                                  (d)  Certificate  of  Designation   for  Janus
                                       Twenty  Fund is  incorporated  herein  by
                                       reference   to  Exhibit   1(d)  to  Post-
                                       Effective Amendment No. 46.

                                  (e)  Certificate  of  Designation   for  Janus
                                       Flexible   Income  Fund  is  incorporated
                                       herein by  reference  to Exhibit  1(e) to
                                       Post- Effective Amendment No. 46.

                                  (f)  Certificate  of  Designation   for  Janus
                                       Intermediate  Government  Securities Fund
                                       is  incorporated  herein by  reference to
                                       Exhibit 1(f) to Post-Effective  Amendment
                                       No. 46.


                                      C-1
<PAGE>

                                  (g)  Certificate  of  Designation   for  Janus
                                       Venture  Fund is  incorporated  herein by
                                       reference   to  Exhibit   1(g)  to  Post-
                                       Effective Amendment No. 47.

                                  (h)  Certificate  of  Designation   for  Janus
                                       Enterprise Fund is incorporated herein by
                                       reference   to  Exhibit   1(h)  to  Post-
                                       Effective Amendment No. 48.

                                  (i)  Certificate  of  Designation   for  Janus
                                       Balanced Fund is  incorporated  herein by
                                       reference   to  Exhibit   1(i)  to  Post-
                                       Effective Amendment No. 48.

                                  (j)  Certificate  of  Designation   for  Janus
                                       Short-Term   Bond  Fund  is  incorporated
                                       herein by  reference  to Exhibit  1(j) to
                                       Post- Effective Amendment No. 48.

                                  (k)  Certificate  of  Designation   for  Janus
                                       Federal  Tax-Exempt  Fund is incorporated
                                       herein by  reference  to Exhibit  1(k) to
                                       Post-Effective Amendment No. 54.

                                  (l)  Certificate  of  Designation   for  Janus
                                       Mercury  Fund is  incorporated  herein by
                                       reference   to  Exhibit   1(l)  to  Post-
                                       Effective Amendment No. 54.

                                  (m)  Certificate  of  Designation   for  Janus
                                       Overseas Fund is  incorporated  herein by
                                       reference     to    Exhibit    1(m)    to
                                       Post-Effective Amendment No. 60.

                                  (n)  Form  of  Amendment  to the  Registrant's
                                       Agreement  and  Declaration  of  Trust is
                                       incorporated   herein  by   reference  to
                                       Exhibit 1(n) to Post-Effective  Amendment
                                       No. 62.

                                  (o)  Form of Certificate  of  Designation  for
                                       Janus Money Market Fund, Janus Government
                                       Money  Market  Fund and Janus  Tax-Exempt
                                       Money Market Fund is incorporated  herein
                                       by   reference   to   Exhibit   1(o)   to
                                       Post-Effective Amendment No. 62.

                                  (p)  Form of Certificate  of  Designation  for
                                       Janus  High-Yield  Fund and Janus Olympus
                                       Fund is incorporated  herein by reference
                                       to   Exhibit   1(p)   to   Post-Effective
                                       Amendment No. 68.

               Exhibit 2               Bylaws   are   incorporated   herein   by
                                       reference to Exhibit 2 to  Post-Effective
                                       Amendment No. 30.

               Exhibit 3               Not Applicable.


                                      C-2
<PAGE>

               Exhibit 4          (a)  Specimen  Stock   Certificate  for  Janus
                                       Fund(1)   is   incorporated   herein   by
                                       reference     to    Exhibit    4(b)    to
                                       Post-Effective Amendment No. 42.

                                  (b)  Specimen  Stock   Certificate  for  Janus
                                       Growth  and Income  Fund is  incorporated
                                       herein by  reference  to Exhibit  4(b) to
                                       Post-Effective Amendment No. 42.

                                  (c)  Specimen  Stock   Certificate  for  Janus
                                       Worldwide Fund is incorporated  herein by
                                       reference   to  Exhibit   4(c)  to  Post-
                                       Effective Amendment No. 42.

                                  (d)  Specimen  Stock   Certificate  for  Janus
                                       Twenty Fund(1) is incorporated  herein by
                                       reference   to  Exhibit   4(d)  to  Post-
                                       Effective Amendment No. 46.

                                  (e)  Specimen  Stock   Certificate  for  Janus
                                       Flexible  Income Fund(1) is  incorporated
                                       herein by  reference  to Exhibit  4(e) to
                                       Post-Effective Amendment No. 46.

                                  (f)  Specimen  Stock   Certificate  for  Janus
                                       Intermediate     Government    Securities
                                       Fund(1)   is   incorporated   herein   by
                                       reference     to    Exhibit    4(f)    to
                                       Post-Effective Amendment No. 46.

                                  (g)  Specimen  Stock   Certificate  for  Janus
                                       Venture Fund(1) is incorporated herein by
                                       reference   to  Exhibit   4(g)  to  Post-
                                       Effective Amendment 47.

                                  (h)  Specimen  Stock   Certificate  for  Janus
                                       Enterprise Fund is incorporated herein by
                                       reference   to  Exhibit   4(h)  to  Post-
                                       Effective Amendment No. 48.

                                  (i)  Specimen  Stock   Certificate  for  Janus
                                       Balanced Fund is  incorporated  herein by
                                       reference   to  Exhibit   4(i)  to  Post-
                                       Effective Amendment No. 48.

                                  (j)  Specimen  Stock   Certificate  for  Janus
                                       Short-Term   Bond  Fund  is  incorporated
                                       herein by  reference  to Exhibit  4(j) to
                                       Post- Effective Amendment No. 48.

- -------------------
(1) Outstanding  certificates  representing shares of predecessor entity to this
series of the Trust are deemed to represent shares of this series.


                                      C-3
<PAGE>

                                  (k)  Specimen  Stock   Certificate  for  Janus
                                       Federal  Tax-Exempt  Fund is incorporated
                                       herein by  reference  to Exhibit  4(k) to
                                       Post-Effective Amendment No. 54.

                                  (l)  Specimen  Stock   Certificate  for  Janus
                                       Mercury  Fund is  incorporated  herein by
                                       reference   to  Exhibit   4(l)  to  Post-
                                       Effective Amendment No. 54.

                                  (m)  Specimen  Stock   Certificate  for  Janus
                                       Overseas Fund is  incorporated  herein by
                                       reference     to    Exhibit    4(m)    to
                                       Post-Effective Amendment No. 60.

                                  (n)  Specimen  Stock  Certificates  for  Janus
                                       High-Yield  Fund and Janus  Olympus  Fund
                                       are  incorporated  herein by reference to
                                       Exhibit 4(n) to Post-Effective  Amendment
                                       No. 68.

               Exhibit 5          (a)  Investment  Advisory  Agreement for Janus
                                       Fund is incorporated  herein by reference
                                       to Exhibit 5 to Post- Effective Amendment
                                       No. 30.

                                  (b)  Investment  Advisory  Agreement for Janus
                                       Growth   and   Income   Fund  and   Janus
                                       Worldwide Fund is incorporated  herein by
                                       reference     to    Exhibit    5(b)    to
                                       Post-Effective Amendment No. 42.

                                  (c)  Form of Investment Advisory Agreement for
                                       Janus Twenty Fund and Janus  Venture Fund
                                       is  incorporated  herein by  reference to
                                       Exhibit 5(c) to Post-Effective  Amendment
                                       No. 46.

                                  (d)  Form of Investment Advisory Agreement for
                                       Janus  Flexible  Income  Fund  and  Janus
                                       Intermediate  Government  Securities Fund
                                       is  incorporated  herein by  reference to
                                       Exhibit 5(d) to Post-Effective  Amendment
                                       No. 46.

                                  (e)  Form of Investment Advisory Agreement for
                                       Janus  Enterprise  Fund,  Janus  Balanced
                                       Fund and Janus  Short-  Term Bond Fund is
                                       incorporated   herein  by   reference  to
                                       Exhibit 5(e) to Post-Effective  Amendment
                                       No. 48.

                                  (f)  Form of Investment Advisory Agreement for
                                       Janus Federal  Tax-Exempt  Fund and Janus
                                       Mercury  Fund is  incorporated  herein by
                                       reference     to    Exhibit    5(f)    to
                                       Post-Effective Amendment No. 54.

                                  (g)  Form of Investment Advisory Agreement for
                                       Janus   Overseas  Fund  is   incorporated
                                       herein by  reference  to Exhibit  5(g) to
                                       Post-Effective Amendment No. 60.


                                      C-4
<PAGE>

                                  (h)  Form of Investment Advisory Agreement for
                                       Janus Money Market Fund, Janus Government
                                       Money  Market  Fund and Janus  Tax-Exempt
                                       Money Market Fund is incorporated  herein
                                       by   reference   to   Exhibit   5(h)   to
                                       Post-Effective Amendment No. 64.

   
                                  (i)  Form of Investment Advisory Agreement for
                                       Janus High- Yield Fund is filed herein as
                                       Exhibit 5(i).

                                  (j)  Form of Investment Advisory Agreement for
                                       Janus  Olympus  Fund is filed  herein  as
                                       Exhibit 5(j).
    

               Exhibit 6               Form of  Distribution  Agreement  between
                                       Janus    Investment    Fund   and   Janus
                                       Distributors, Inc. is incorporated herein
                                       by    reference    to    Exhibit   6   to
                                       Post-Effective Amendment No. 57.

               Exhibit 7               Not Applicable.

               Exhibit 8          (a)  Custodian    Contract    between    Janus
                                       Investment Fund and State Street Bank and
                                       Trust Company is  incorporated  herein by
                                       reference     to    Exhibit    8(a)    to
                                       Post-Effective Amendment No. 32.

                                  (b)  Amendment  dated  April 25, 1990 of State
                                       Street Custodian Contract is incorporated
                                       herein by  reference  to Exhibit  8(b) to
                                       Post-Effective Amendment No. 40.

                                  (c)  Letter  Agreement  dated February 1, 1991
                                       regarding State Street Custodian Contract
                                       is  incorporated  herein by  reference to
                                       Exhibit 8(c) to Post-Effective  Amendment
                                       No. 42.

                                  (d)  Custodian    Contract    between    Janus
                                       Investment  Fund and Investors  Fiduciary
                                       Trust Company is  incorporated  herein by
                                       reference     to    Exhibit    8(d)    to
                                       Post-Effective Amendment No. 42.

                                  (e)  Letter  Agreement  dated  October 9, 1992
                                       regarding    State    Street    Custodian
                                       Agreement  is   incorporated   herein  by
                                       reference     to    Exhibit    8(e)    to
                                       Post-Effective Amendment No. 52.

                                  (f)  Letter  Agreement  dated  April 28,  1993
                                       regarding    State    Street    Custodian
                                       Agreement  is   incorporated   herein  by
                                       reference     to    Exhibit    8(f)    to
                                       Post-Effective Amendment No. 60.


                                      C-5
<PAGE>

                                  (g)  Letter  Agreement  dated  April  4,  1994
                                       regarding    State    Street    Custodian
                                       Agreement  is   incorporated   herein  by
                                       reference     to    Exhibit    8(g)    to
                                       Post-Effective Amendment No. 64.

                                  (h)  Form of Custody  Agreement  between Janus
                                       Investment Fund, on behalf of Janus Money
                                       Market  Fund,   Janus   Government  Money
                                       Market  Fund and Janus  Tax-Exempt  Money
                                       Market Fund,  and United  Missouri  Bank,
                                       N.A. is incorporated  herein by reference
                                       to  Exhibit   8(h)  to  Post-   Effective
                                       Amendment No. 64.

   
                                  (i)  Letter  Agreement  regarding State Street
                                       Custodian  Agreement,   with  respect  to
                                       Janus  High-Yield  Fund and Janus Olympus
                                       Fund will be filed by amendment.
    

               Exhibit 9          (a)  Transfer Agency  Agreement with Investors
                                       Fiduciary  Trust Company is  incorporated
                                       herein by  reference  to Exhibit  9(b) to
                                       Post-Effective Amendment No. 42.

                                  (b)  Subagency Agreement between Janus Service
                                       Corporation and Investors Fiduciary Trust
                                       Company   is   incorporated   herein   by
                                       reference     to    Exhibit    9(c)    to
                                       Post-Effective Amendment No. 42.

                                  (c)  Form  of  Administration  Agreement  with
                                       Janus Capital Corporation for Janus Money
                                       Market  Fund,   Janus   Government  Money
                                       Market  Fund and Janus  Tax-Exempt  Money
                                       Market  Fund is  incorporated  herein  by
                                       reference     to    Exhibit    9(c)    to
                                       Post-Effective Amendment No. 64.

   
                                  (d)  Transfer Agency  Agreement dated December
                                       9, 1994 with  Janus  Service  Corporation
                                       for  Janus  Money  Market   Fund,   Janus
                                       Government  Money  Market  Fund and Janus
                                       Tax-Exempt  Money  Market  Fund  filed as
                                       Exhibit 9(d) to Post-Effective  Amendment
                                       No. 64 is withdrawn.

                                  (e)  Transfer Agency Agreement dated September
                                       27, 1995 with Janus  Service  Corporation
                                       for  Janus  Money  Market   Fund,   Janus
                                       Government   Money  Market  Fund,   Janus
                                       Tax-Exempt   Money  Market  Fund,   Janus
                                       High-Yield Fund and Janus Olympus Fund is
                                       filed herein as Exhibit 9(e).
    

               Exhibit 10         (a)  Opinion  and  Consent of  Messrs.  Davis,
                                       Graham & Stubbs with respect to shares of
                                       Janus  Fund  is  incorporated  herein  by
                                       reference    to   Exhibit   10   (a)   to
                                       Post-Effective Amendment No. 31.

                                  (b)  Opinion and Consent of Fund  Counsel with
                                       respect  to  shares of Janus  Growth  and
                                       Income Fund and Janus  Worldwide  Fund is
                                       incorporated   herein  by   reference  to
                                       Exhibit 10(b) to Post-Effective Amendment
                                       42.

                                  (c)  Opinion and Consent of Fund  Counsel with
                                       respect  to  shares  of Janus  Enterprise
                                       Fund, Janus Balanced Fund and Janus


                                      C-6
<PAGE>

                                       Short-Term   Bond  Fund  is  incorporated
                                       herein by reference  to Exhibit  10(d) to
                                       Post-Effective Amendment No. 48.

                                  (d)  Opinion and  Consent of Messrs.  Sullivan
                                       and  Worcester  with respect to shares of
                                       Janus Twenty Fund is incorporated  herein
                                       by   reference   to   Exhibit   10(e)  to
                                       Post-Effective Amendment No. 49.

                                  (e)  Opinion and  Consent of Messrs.  Sullivan
                                       and  Worcester  with respect to shares of
                                       Janus Venture Fund is incorporated herein
                                       by   reference   to   Exhibit   10(f)  to
                                       Post-Effective Amendment No. 49.

                                  (f)  Opinion and  Consent of Messrs.  Sullivan
                                       and  Worcester  with respect to shares of
                                       Janus    Flexible    Income    Fund    is
                                       incorporated   herein  by   reference  to
                                       Exhibit   10(g)   to   Post-    Effective
                                       Amendment No. 49.

                                  (g)  Opinion and  Consent of Messrs.  Sullivan
                                       and  Worcester  with respect to shares of
                                       Janus Intermediate  Government Securities
                                       Fund is incorporated  herein by reference
                                       to   Exhibit   10(h)  to   Post-Effective
                                       Amendment No. 49.

                                  (h)  Opinion and Consent of Fund  Counsel with
                                       respect   to  shares  of  Janus   Federal
                                       Tax-Exempt Fund and Janus Mercury Fund is
                                       incorporated   herein  by   reference  to
                                       Exhibit   10(i)   to   Post-    Effective
                                       Amendment No. 54.

                                  (i)  Opinion and Consent of Fund  Counsel with
                                       respect to shares of Janus  Overseas Fund
                                       is  incorporated  herein by  reference to
                                       Exhibit 10(i) to Post-Effective Amendment
                                       No. 60.

                                  (j)  Opinion and Consent of Fund  Counsel with
                                       respect to shares of Janus  Money  Market
                                       Fund,  Janus Government Money Market Fund
                                       and Janus Tax-Exempt Money Market Fund is
                                       incorporated   herein  by   reference  to
                                       Exhibit   10(j)   to   Post-    Effective
                                       Amendment No. 62.

                                  (k)  Opinion and Consent of Fund  Counsel with
                                       respect to Institutional  Shares of Janus
                                       Money Market Fund, Janus Government Money
                                       Market  Fund and Janus  Tax-Exempt  Money
                                       Market  Fund is  incorporated  herein  by
                                       reference    to    Exhibit    10(k)    to
                                       Post-Effective Amendment No. 65.

                                  (l)  Opinion and Consent of Fund  Counsel with
                                       respect  to  shares  of Janus  High-Yield
                                       Fund   and   Janus    Olympus   Fund   is
                                       incorporated   herein  by   reference  to
                                       Exhibit   10(l)   to   Post-    Effective
                                       Amendment No. 68.


                                      C-7
<PAGE>

   
               Exhibit 11              Consent  of  Price   Waterhouse   LLP  is
                                       incorporated   herein  by   reference  to
                                       Exhibit  11 to  Post-Effective  Amendment
                                       No. 68.
    

               Exhibit 12              Not Applicable.

               Exhibit 13              Not Applicable.

               Exhibit 14         (a)  Model   Individual   Retirement  Plan  is
                                       incorporated   herein  by   reference  to
                                       Exhibit 14(a) to Post-Effective Amendment
                                       No. 57.

                                  (b)  Model  Defined  Contribution   Retirement
                                       Plan is incorporated  herein by reference
                                       to   Exhibit   14(b)  to   Post-Effective
                                       Amendment No. 41.

                                  (c)  Model   Section    403(b)(7)    Plan   is
                                       incorporated   herein  by   reference  to
                                       Exhibit 14(c) to Post-Effective Amendment
                                       No. 38.

               Exhibit 15              Not Applicable.

               Exhibit 16         (a)  Computation    of   Total    Return    is
                                       incorporated   herein  by   reference  to
                                       Exhibit  16 to  Post-Effective  Amendment
                                       No. 44.

                                  (b)  Computation    of   Current   Yield   and
                                       Effective Yield is incorporated herein by
                                       reference  to  Exhibit   16(b)  to  Post-
                                       Effective Amendment No. 67.

               Exhibit 17              Powers of  Attorney  dated as of June 30,
                                       1995,   are   incorporated    herein   by
                                       reference   to   Exhibit   17  to   Post-
                                       Effective Amendment No. 67.

               Exhibit 18         (a)  Form of plan  entered into by Janus Money
                                       Market  Fund,   Janus   Government  Money
                                       Market Fund and Janus Tax-  Exempt  Money
                                       Market   Fund   pursuant  to  Rule  18f-3
                                       setting  forth the  separate  arrangement
                                       and expense  allocation  of each class of
                                       such   Funds   filed  as  Exhibit  18  to
                                       Post-Effective   Amendment   No.   66  is
                                       withdrawn.

   
                                  (b)  Restated  form of Rule 18f-3 plan entered
                                       into by Janus Money  Market  Fund,  Janus
                                       Government  Money  Market  Fund and Janus
                                       Tax-Exempt    Money    Market   Fund   is
                                       incorporated   by  reference  to  Exhibit
                                       18(b) to Post-Effective Amendment No. 69.
    


                                      C-8
<PAGE>

   
               Exhibit 27              A Financial Data Schedule for each of the
                                       following   Funds   will  be   filed   by
                                       amendment:

                                            Janus High-Yield Fund
                                            Janus Olympus Fund
    


ITEM 25. Persons Controlled by or Under Common Control with Registrant

                  None


ITEM 26. Number of Holders of Securities

   
         The number of record holders of shares of the Registrant as of October
         31, 1995, was as follows:
    

                                                                  Number of
          Title of Class                                          Record Holders
          --------------                                          --------------

   
          Janus Fund shares                                              784,131
          Janus Growth and Income Fund shares                             81,603
          Janus Worldwide Fund shares                                    194,966
          Janus Overseas Fund shares                                      22,748
          Janus Twenty Fund shares                                       343,751
          Janus Flexible Income Fund shares                               34,297
          Janus Intermediate Government
            Securities Fund shares                                         5,088
          Janus Venture Fund shares                                      143,660
          Janus Enterprise Fund shares                                    69,935
          Janus Balanced Fund shares                                      19,110
          Janus Short-Term Bond Fund shares                                5,161
          Janus Federal Tax-Exempt Fund shares                             3,780
          Janus Mercury Fund shares                                      181,279
          Janus Money Market Fund - Investor Shares                       70,899
          Janus Money Market Fund - Institutional Shares                      26
          Janus Government Money
            Market Fund - Investor Shares                                 12,298
          Janus Government Money
            Market Fund - Institutional Shares                                 5
          Janus Tax-Exempt Money
            Market Fund - Investor Shares                                  6,310
          Janus Tax-Exempt Money
            Market Fund - Institutional Shares                                 2
          Janus High-Yield Fund shares                                       N/A
          Janus Olympus Fund shares                                          N/A
    

ITEM 27. Indemnification

     Article VIII of Janus Investment  Fund's Agreement and Declaration of Trust
provides for  indemnification  of certain persons acting on behalf of the Funds.
In general,  Trustees and officers  will be  indemnified  against  liability and
against all  expenses of  litigation  incurred  by them in  connection  with any
claim,  action,  suit or  proceeding  (or  settlement of the same) in which they
become  involved  by  virtue of their  Fund  office,  unless  their  conduct  is
determined to constitute  willful  misfeasance,  bad faith,  gross negligence or
reckless  disregard of their duties,  or unless it has been determined that they
have not acted in good faith in the reasonable belief that their actions were in
or not opposed to the best interests of the Funds. A determination that a person


                                      C-9
<PAGE>

covered by the indemnification  provisions is entitled to indemnification may be
made by the court or other body before which the  proceeding  is brought,  or by
either a vote of a majority of a quorum of Trustees who are neither  "interested
persons" of the Trust nor parties to the proceeding or by an  independent  legal
counsel  in a  written  opinion.  The  Funds  also may  advance  money for these
expenses,  provided that the Trustee or officer undertakes to repay the Funds if
his conduct is later determined to preclude indemnification,  and that either he
provide  security  for the  undertaking,  the Trust be  insured  against  losses
resulting  from  lawful  advances  or a  majority  of a quorum of  disinterested
Trustees,  or  independent  counsel  in a written  opinion,  determines  that he
ultimately  will be found to be  entitled  to  indemnification.  The Trust  also
maintains a liability insurance policy covering its Trustees and officers.


ITEM 28. Business and Other Connections of Investment Adviser

   
     The  only  business  of  Janus  Capital  Corporation  is to  serve  as  the
investment  adviser of the Registrant and as investment adviser or subadviser to
several  other  mutual  funds and  private  and  retirement  accounts.  The only
businesses,  professions,  vocations or employments  of a substantial  nature of
Thomas H. Bailey, James P. Craig III,  Thomas F. Marsico,  James P. Goff, Warren
B. Lammert,  Ronald V. Speaker,  Helen Young Hayes, Sharon S. Pichler,  Scott W.
Schoelzel, David C. Tucker and Steven R. Goodbarn,  officers and/or directors of
Janus Capital  Corporation,  are described  under "Officers and Trustees" in the
currently  effective  Statements  of  Additional  Information  included  in this
Registration  Statement.  Mr.  Michael E.  Herman,  a director of Janus  Capital
Corporation,  is Chairman of the  Finance  Committee  (1990 to present) of Ewing
Marion Kauffman  Foundation,  4900 Oak, Kansas City, Missouri 64112. Mr. Michael
N. Stolper, a director of Janus Capital  Corporation,  is President of Stolper &
Company,  Inc., 525 "B" Street,  Suite 1080,  San Diego,  California  92101,  an
investment performance consultant.  Mr. Thomas A. McDonnell, a director of Janus
Capital Corporation, is President, Chief Executive Officer and a Director of DST
Systems,  Inc., 1004 Baltimore Avenue,  Kansas City, Missouri 64105, provider of
data  processing and  recordkeeping  services for various  mutual funds,  and is
Executive  Vice  President  and a director of Kansas City  Southern  Industries,
Inc., 114 W. 11th Street, Kansas City, Missouri 64105, a publicly traded holding
company whose primary  subsidiaries are engaged in  transportation,  information
processing and financial services.
    


ITEM 29. Principal Underwriters

          (a)  Janus Distributors, Inc. ("Janus Distributors") does not serve as
               a principal  underwriter  for any  investment  company other than
               Registrant.

          (b)  The principal business address, positions with Janus Distributors
               and  positions  with  Registrant of David C. Tucker and Steven R.
               Goodbarn,  officers  and  directors  of Janus  Distributors,  are
               described  under  "Officers  and  Trustees"  in the  Statement of
               Additional Information included in this Registration Statement.

          (c)  Not applicable.


                                      C-10
<PAGE>

ITEM 30. Location of Accounts and Records

   
     The  accounts,  books and other  documents  required  to be  maintained  by
Section 31(a) of the  Investment  Company Act of 1940 and the rules  promulgated
thereunder  are  maintained  by Janus  Capital  Corporation  and  Janus  Service
Corporation,  both of which are located at 100 Fillmore Street, Denver, Colorado
80206-4923 and by Investors Fiduciary Trust Company, 127 W. 10th Street,  Kansas
City, Missouri 64105, State Street Bank and Trust Company, P.O. Box 351, Boston,
Massachusetts  02101 and United  Missouri  Bank,  P.O. Box 419226,  Kansas City,
Missouri 64141-6226.
    


ITEM 31. Management Services

     The  Registrant  has no  management-related  service  contract which is not
discussed in Part A or Part B of this form.


ITEM 32. Undertakings

          (a)  Not applicable.

   
          (b)  The  Registrant  undertakes  to file  one or more  post-effective
               amendments  for Janus  High-Yield  Fund and Janus  Olympus  Fund,
               using financial  statements  which need not be certified,  within
               four to six  months  of the later of the  effective  date of this
               Amendment to the  Registration  Statement or the  commencement of
               operations of such Funds.
    

          (c)  The  Registrant  undertakes  to  furnish  each  person  to whom a
               prospectus is delivered  with a copy of the  Registrant's  latest
               annual report to shareholders, upon request and without charge.


                                      C-11
<PAGE>

                                   SIGNATURES


   
     Pursuant  to  the  requirements  of the  Securities  Act of  1933  and  the
Investment  Company Act of 1940, the  Registrant  certifies that it meets all of
the  requirements  for  effectiveness  of  this  Amendment  to its  Registration
Statement  pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Amendment to its  Registration  Statement to be signed on its behalf
by the undersigned, thereto duly authorized, in the City of Denver, and State of
Colorado, on the 28th day of November, 1995.
    

                                                 JANUS INVESTMENT FUND


                                                 By: /s/ Thomas H. Bailey
                                                     Thomas H. Bailey, President

     Janus  Investment  Fund is organized under the Agreement and Declaration of
Trust of the Registrant dated February 11, 1986, a copy of which is on file with
the Secretary of State of The Commonwealth of Massachusetts.  The obligations of
the Registrant hereunder are not binding upon any of the Trustees, shareholders,
nominees,  officers, agents or employees of the Registrant personally,  but bind
only the trust  property of the  Registrant,  as provided in the  Agreement  and
Declaration of Trust of the  Registrant.  The execution of this Amendment to the
Registration Statement has been authorized by the Trustees of the Registrant and
this  Amendment to the  Registration  Statement has been signed by an authorized
officer of the  Registrant,  acting as such, and neither such  authorization  by
such  Trustees nor such  execution by such officer  shall be deemed to have been
made by any of them  personally,  but shall bind only the trust  property of the
Registrant as provided in its Declaration of Trust.

     Pursuant to the  requirements of the Securities Act of 1933, this Amendment
to the Registration  Statement has been signed below by the following persons in
the capacities and on the dates indicated.

Signature                    Title                            Date
- ---------                    -----                            ----

   
/s/ Thomas H. Bailey         President                        November 28, 1995
Thomas H. Bailey             (Principal Executive
                             Officer) and Trustee

/s/ Steven R. Goodbarn       Treasurer and Chief              November 28, 1995
Steven R. Goodbarn           Financial Officer
                             (Principal Financial
                             and Accounting Officer)

/s/ James P. Craig           Trustee                          November 28, 1995
James P. Craig
    


<PAGE>

   
Gary O. Loo*                 Trustee                          November 28, 1995
Gary O. Loo

Dennis B. Mullen*            Trustee                          November 28, 1995
Dennis B. Mullen

John W. Shepardson*          Trustee                          November 28, 1995
John W. Shepardson

William D. Stewart*          Trustee                          November 28, 1995
William D. Stewart

Martin H. Waldinger*         Trustee                          November 28, 1995
Martin H. Waldinger
    



/s/ Steven R. Goodbarn
*By Steven R. Goodbarn
    Attorney-in-Fact


<PAGE>

                                INDEX OF EXHIBITS




   
         Exhibit 5(i)               Investment Advisory Agreement for Janus
                                    High-Yield Fund

         Exhibit 5(j)               Investment Advisory Agreement for Janus
                                    Olympus Fund

         Exhibit 9(d)               Transfer Agency Agreement for Janus Money
                                    Market Fund, Janus Government Money Market
                                    Fund, Janus Tax-Exempt Money Market Fund,
                                    Janus High-Yield Fund and Janus Olympus Fund
    




                                                                    EXHIBIT 5(i)

                              JANUS INVESTMENT FUND

                          INVESTMENT ADVISORY AGREEMENT

                              JANUS HIGH-YIELD FUND


     THIS INVESTMENT  ADVISORY AGREEMENT (the "Agreement") is made this 27th day
of September,  1995,  between JANUS  INVESTMENT  FUND, a Massachusetts  business
trust (the  "Trust"),  and JANUS  CAPITAL  CORPORATION,  a Colorado  corporation
("JCC").

                              W I T N E S S E T H:

     WHEREAS,  the Trust is  registered  as an  open-end  management  investment
company under the  Investment  Company Act of 1940, as amended (the "1940 Act"),
and has  registered  its shares for public  offering under the Securities Act of
1933, as amended (the "1933 Act"); and

     WHEREAS,  the Trust is authorized to create separate  funds,  each with its
own  separate  investment  portfolio  of  which  the  beneficial  interests  are
represented  by a separate  series of shares;  one of such funds  created by the
Trust being designated as the Janus High-Yield Fund (the "Fund"); and

     WHEREAS,  the Trust and JCC deem it mutually  advantageous  that JCC should
assist the Board of Trustees and officers of the Trust in the  management of the
securities portfolio of the Fund.

     NOW, THEREFORE, the parties agree as follows:

     1. Investment  Advisory  Services.  JCC shall furnish continuous advice and
recommendations  to the Fund as to the acquisition,  holding,  or disposition of
any or  all of the  securities  or  other  assets  which  the  Fund  may  own or
contemplate acquiring from time to time. JCC shall give due consideration to the
investment  policies and restrictions  and the other  statements  concerning the
Fund in the Trust's  declaration of trust,  bylaws, and registration  statements
under  the 1940 Act and the 1933  Act,  and to the  provisions  of the  Internal
Revenue  Code,  as  amended  from  time to  time,  applicable  to the  Fund as a
regulated  investment  company.  In  addition,  JCC shall cause its  officers to
attend meetings and furnish oral or written reports, as the Trust may reasonably
require, in order to keep the Board of Trustees and appropriate  officers of the
Trust fully  informed as to the  condition  of the  investment  portfolio of the
Fund, the investment  recommendations of JCC, and the investment  considerations
which have given rise to those recommendations. JCC shall supervise the purchase
and sale of securities as directed by the appropriate officers of the Trust.


                                       1
<PAGE>

     2. Other  Services.  JCC is hereby  authorized (to the extent the Trust has
not  otherwise  contracted)  but not obligated (to the extent it so notifies the
Board of Trustees at least 60 days in  advance),  to perform (or arrange for the
performance  by  affiliates)  the  management  (not  to  include  advisory)  and
administrative  services  necessary  for  the  operation  of  the  Fund.  JCC is
specifically  authorized,  on behalf of the  Trust,  to conduct  relations  with
custodians,  depositories,  transfer and pricing agents, accountants, attorneys,
underwriters,  brokers and dealers,  corporate fiduciaries,  insurers, banks and
such other persons in any such other  capacity  deemed by JCC to be necessary or
desirable.  JCC shall  generally  monitor and report to Fund officers the Fund's
compliance  with  investment  policies  and  restrictions  as set  forth  in the
currently effective prospectus and statement of additional  information relating
to the shares of the Fund under the  Securities  Act of 1933,  as  amended.  JCC
shall make  reports to the  Trust's  Board of  Trustees  of its  performance  of
services hereunder upon request therefor and furnish advice and  recommendations
with respect to such other aspects of the business and affairs of the Fund as it
shall determine to be desirable.  JCC is also  authorized,  subject to review by
the Board of Trustees,  to furnish such other services as the Adviser shall from
time to time  determine  to be  necessary  or useful  to  perform  the  services
contemplated by this Agreement.

     3.  Obligations  of Trust.  The Trust shall have the following  obligations
under this Agreement:

          (a)  to keep JCC continuously and fully informed as to the composition
               of its  investment  portfolio and the nature of all of its assets
               and liabilities from time to time;

          (b)  to furnish JCC with a certified  copy of any financial  statement
               or report  prepared  for it by certified  or  independent  public
               accountants  and  with  copies  of any  financial  statements  or
               reports made to its shareholders or to any  governmental  body or
               securities exchange;

          (c)  to furnish JCC with any further  materials or  information  which
               JCC may  reasonably  request to enable it to perform its function
               under this Agreement; and

          (d)  to  compensate  JCC for its  services and  reimburse  JCC for its
               expenses  incurred  hereunder in accordance  with the  provisions
               hereof.

     4.  Compensation.  The Trust shall pay to JCC for its  investment  advisory
services a monthly  fee,  payable on the last day of each month  during which or
part of  which  this  Agreement  is in  effect,  of  1/12  of .75% of the  first
$300,000,000  of the average  daily closing net asset value of the Fund for such
month,  plus 1/12 of 0.65% of the average  daily  closing net asset value of the
Fund for such month in excess of  $300,000,000.  For the month during which this
Agreement becomes effective and the month during which it terminates, however,


                                       2
<PAGE>

there shall be an appropriate  proration of the fee payable for such month based
on the number of calendar  days of such month  during  which this  Agreement  is
effective.

     5. Expenses  Borne by JCC. In addition to the expenses  which JCC may incur
in the  performance of its investment  advisory  functions under this Agreement,
and the expenses  which it may expressly  undertake to incur and pay under other
agreements  with the Trust or  otherwise,  JCC shall incur and pay the following
expenses relating to the Fund's operations without reimbursement from the Fund:

          (a)  Reasonable compensation, fees and related expenses of the Trust's
               officers  and its  Trustees  (the  "Trustees"),  except  for such
               Trustees who are not interested persons of JCC;

          (b)  Rental of offices of the Trust; and

          (c)  All expenses of promoting  the sale of shares of the Fund,  other
               than expenses  incurred in complying  with federal and state laws
               and  the  law  of any  foreign  country  or  territory  or  other
               jurisdiction  applicable to the issue, offer or sale of shares of
               the  Fund  including  without  limitation  registration  fees and
               costs, the costs of preparing the Fund's  registration  statement
               and amendments thereto,  and the costs and expenses of preparing,
               printing,  and mailing prospectuses (and statements of additional
               information) to persons other than shareholders of the Fund.

     6.  Expenses  Borne by the  Trust.  The  Trust  assumes  and  shall pay all
expenses   incidental  to  its   organization,   operations   and  business  not
specifically  assumed or agreed to be paid by JCC  pursuant  to Sections 2 and 5
hereof,   including,   but  not  limited  to,   investment   adviser  fees;  any
compensation,  fees, or reimbursements  which the Trust pays to its Trustees who
are  not  interested  persons  of JCC;  compensation  of the  Fund's  custodian,
transfer agent,  registrar and dividend  disbursing  agent;  legal,  accounting,
audit  and  printing  expenses;  administrative,   clerical,  recordkeeping  and
bookkeeping expenses; brokerage commissions and all other expenses in connection
with execution of portfolio transactions  (including any appropriate commissions
paid to JCC or its affiliates for effecting exchange listed, over-the-counter or
other securities  transactions);  interest;  all federal,  state and local taxes
(including  stamp,   excise,   income  and  franchise  taxes);  costs  of  stock
certificates  and expenses of  delivering  such  certificates  to the  purchaser
thereof;  expenses  of  local  representation  in  Massachusetts;   expenses  of
shareholders'  meetings  and  of  preparing,  printing  and  distributing  proxy
statements,  notices,  and reports to  shareholders;  expenses of preparing  and
filing  reports and tax returns with federal and state  regulatory  authorities;
all expenses  incurred in complying with all federal and state laws and the laws
of any foreign country applicable to the issue,  offer, or sale of shares of the
Fund,  including,  but not limited to, all costs involved in the registration or
qualification of shares of the Fund for sale in any  jurisdiction,  the costs of
portfolio  pricing  services and systems for compliance  with blue sky laws, and
all costs


                                       3
<PAGE>

involved in  preparing,  printing and mailing  prospectuses  and  statements  of
additional  information  of the  Fund;  and all fees,  dues and  other  expenses
incurred  by the Trust in  connection  with the  membership  of the Trust in any
trade association or other investment company  organization.  To the extent that
JCC  shall  perform  any of the  above  described  administrative  and  clerical
functions,   including   transfer   agency,   registry,   dividend   disbursing,
recordkeeping,  bookkeeping, accounting and blue sky monitoring and registration
functions,  and the  preparation of reports and returns,  the Trust shall pay to
JCC compensation  for, or reimburse JCC for its expenses  incurred in connection
with,  such  services as JCC and the Trust  shall  agree from time to time,  any
other provision of this Agreement notwithstanding.

     7.  Treatment of Investment  Advice.  The Trust shall treat the  investment
advice and  recommendations of JCC as being advisory only, and shall retain full
control over its own investment policies.  However, the Trustees may delegate to
the appropriate  officers of the Trust,  or to a committee of the Trustees,  the
power to authorize purchases,  sales or other actions affecting the portfolio of
the Fund in the interim between meetings of the Trustees.

     8.  Termination.  This  Agreement may be  terminated  at any time,  without
penalty,  by the Board of Trustees of the Trust,  or by the  shareholders of the
Fund acting by vote of at least a majority of its outstanding voting securities,
provided  in  either  case  that  sixty  (60)  days  advance  written  notice of
termination be given to JCC at its principal  place of business.  This Agreement
may be terminated by JCC at any time, without penalty, by giving sixty (60) days
advance  written notice of termination to the Trust,  addressed to its principal
place of  business.  The Trust  agrees  that,  consistent  with the terms of the
Trust's  Declaration of Trust,  the Trust shall cease to use the name "Janus" in
connection  with  the  Fund as  soon as  reasonably  practicable  following  any
termination  of this  Agreement if JCC does not  continue to provide  investment
advice to the Fund after such termination.

     9. Assignment. This Agreement shall terminate automatically in the event of
any assignment of this Agreement.

     10.  Term.  This  Agreement  shall  continue in effect until June 16, 1997,
unless sooner  terminated in accordance  with its terms,  and shall  continue in
effect  from  year to year  thereafter  only  so  long  as such  continuance  is
specifically  approved  at  least  annually  by the  vote of a  majority  of the
Trustees of the Trust who are not parties  hereto or  interested  persons of any
such party,  cast in person at a meeting called for the purpose of voting on the
approval  of the terms of such  renewal,  and by either the Board of Trustees of
the  Trust or the  affirmative  vote of a  majority  of the  outstanding  voting
securities  of the Fund.  The annual  approvals  provided  for  herein  shall be
effective to continue this  Agreement from year to year if given within a period
beginning  not more than  sixty  (60) days  prior to June 16 of each  applicable
year,  notwithstanding  the fact that more than three hundred  sixty-five  (365)
days may have elapsed since the date on which such approval was last given.


                                       4
<PAGE>



     11.  Amendments.  This Agreement may be amended by the parties only if such
amendment is specifically approved (i) by a majority of the Trustees,  including
a  majority  of the  Trustees  who are not  interested  persons  of JCC and,  if
required by applicable  law, (ii) by the  affirmative  vote of a majority of the
outstanding voting securities of the Fund.

     12. Other  Series.  The Trustees  shall  determine  the basis for making an
appropriate  allocation  of the  Trust's  expenses  (other  than those  directly
attributable to the Fund) between the Fund and the other series of the Trust.

     13. Limitation of Personal  Liability.  All the parties hereto  acknowledge
and agree that all  liabilities  of the Trust  arising,  directly or indirectly,
under this  Agreement,  of any and every nature  whatsoever,  shall be satisfied
solely out of the assets of the Fund and that no  Trustee,  officer or holder of
shares of beneficial interest of the Trust shall be personally liable for any of
the foregoing  liabilities.  The Trust's  Declaration of Trust,  as amended from
time  to  time,  is on file in the  Office  of the  Secretary  of  State  of the
Commonwealth of Massachusetts. Such Declaration of Trust describes in detail the
respective  responsibilities  and  limitations  on  liability  of the  Trustees,
officers and holders of shares of beneficial interest of the Trust.

     14.  Limitation  of Liability of JCC. JCC shall not be liable for any error
of judgment or mistake of law or for any loss arising out of any  investment  or
for any act or  omission  taken with  respect to the Trust,  except for  willful
misfeasance,  bad faith or gross negligence in the performance of its duties, or
by reason of reckless  disregard of its  obligations  and duties  hereunder  and
except to the extent  otherwise  provided  by law.  As used in this  Section 15,
"JCC" shall  include any  affiliate  of JCC  performing  services  for the Trust
contemplated  hereunder  and  directors,  officers and employees of JCC and such
affiliates.

     15.  Activities of JCC. The services of JCC to the Trust  hereunder are not
to be  deemed to be  exclusive,  and JCC and its  affiliates  are free to render
services  to  other  parties.  It is  understood  that  trustees,  officers  and
shareholders  of the Trust are or may  become  interested  in JCC as  directors,
officers and  shareholders  of JCC,  that  directors,  officers,  employees  and
shareholders  of JCC are or may become  similarly  interested in the Trust,  and
that JCC may become interested in the Trust as a shareholder or otherwise.

     16. Certain  Definitions.  The terms "vote of a majority of the outstanding
voting  securities,"  "assignment"  and  "interested  persons" when used herein,
shall have the respective  meanings  specified in the 1940 Act, as now in effect
or hereafter amended, and the rules and regulations thereunder,  subject to such
orders,  exemptions and  interpretations  as may be issued by the Securities and
Exchange Commission under said Act and as may be then in effect.


                                       5
<PAGE>


     IN WITNESS WHEREOF,  the parties have caused their duly authorized officers
to execute  this  Investment  Advisory  Agreement  as of the date and year first
above written.


                                                      JANUS CAPITAL CORPORATION



                                                      By: /s/ Steven R. Goodbarn



                                                      JANUS INVESTMENT FUND



                                                      By:  /s/ Thomas H. Bailey


                                       6


                                                                    EXHIBIT 5(j)

                              JANUS INVESTMENT FUND

                          INVESTMENT ADVISORY AGREEMENT

                               JANUS OLYMPUS FUND


     THIS INVESTMENT  ADVISORY AGREEMENT (the "Agreement") is made this 27th day
of September,  1995,  between JANUS  INVESTMENT  FUND, a Massachusetts  business
trust (the  "Trust"),  and JANUS  CAPITAL  CORPORATION,  a Colorado  corporation
("JCC").

                              W I T N E S S E T H:

     WHEREAS,  the Trust is  registered  as an  open-end  management  investment
company under the  Investment  Company Act of 1940, as amended (the "1940 Act"),
and has  registered  its shares for public  offering under the Securities Act of
1933, as amended (the "1933 Act"); and

     WHEREAS,  the Trust is authorized to create separate  funds,  each with its
own  separate  investment  portfolio  of  which  the  beneficial  interests  are
represented  by a separate  series of shares;  one of such funds  created by the
Trust being designated as the Janus Olympus Fund (the "Fund"); and

     WHEREAS,  the Trust and JCC deem it mutually  advantageous  that JCC should
assist  the  Trustees  and  officers  of  the  Trust  in the  management  of the
securities portfolio of the Fund.

     NOW, THEREFORE, the parties agree as follows:

     1. Investment  Advisory  Services.  JCC shall furnish continuous advice and
recommendations  to the Fund as to the acquisition,  holding,  or disposition of
any or  all of the  securities  or  other  assets  which  the  Fund  may  own or
contemplate acquiring from time to time. JCC shall give due consideration to the
investment  policies and restrictions  and the other  statements  concerning the
Fund in the Trust's  declaration of trust,  bylaws, and registration  statements
under  the 1940 Act and the 1933  Act,  and to the  provisions  of the  Internal
Revenue  Code,  as  amended  from  time to  time,  applicable  to the  Fund as a
regulated  investment  company.  In  addition,  JCC shall cause its  officers to
attend meetings and furnish oral or written reports, as the Trust may reasonably
require,  in order to keep the  Trustees and  appropriate  officers of the Trust
fully informed as to the condition of the investment  portfolio of the Fund, the
investment  recommendations of JCC, and the investment considerations which have
given rise to those  recommendations.  JCC shall supervise the purchase and sale
of securities as directed by the appropriate officers of the Trust.


                                       1
<PAGE>

     2. Other  Services.  JCC is hereby  authorized (to the extent the Trust has
not  otherwise  contracted)  but not obligated (to the extent it so notifies the
Trustees  at  least  60  days  in  advance),  to  perform  (or  arrange  for the
performance  by  affiliates)  the  management  (not  to  include  advisory)  and
administrative  services  necessary  for  the  operation  of  the  Fund.  JCC is
specifically  authorized,  on behalf of the  Trust,  to conduct  relations  with
custodians,  depositories,  transfer and pricing agents, accountants, attorneys,
underwriters,  brokers and dealers,  corporate fiduciaries,  insurers, banks and
such other persons in any such other  capacity  deemed by JCC to be necessary or
desirable.  JCC shall  generally  monitor and report to Fund officers the Fund's
compliance  with  investment  policies  and  restrictions  as set  forth  in the
currently effective prospectus and statement of additional  information relating
to the shares of the Fund under the  Securities  Act of 1933,  as  amended.  JCC
shall make reports to the Trustees of its performance of services hereunder upon
request  therefor and furnish  advice and  recommendations  with respect to such
other  aspects of the business and affairs of the Fund as it shall  determine to
be desirable.  JCC is also  authorized,  subject to review by the  Trustees,  to
furnish  such  other  services  as JCC shall from time to time  determine  to be
necessary or useful to perform the services contemplated by this Agreement.

     3.  Obligations  of Trust.  The Trust shall have the following  obligations
under this Agreement:

          (a)  to keep JCC continuously and fully informed as to the composition
               of its  investment  portfolio and the nature of all of its assets
               and liabilities from time to time;

          (b)  to furnish JCC with a certified  copy of any financial  statement
               or report  prepared  for it by certified  or  independent  public
               accountants  and  with  copies  of any  financial  statements  or
               reports made to its shareholders or to any  governmental  body or
               securities exchange;

          (c)  to furnish JCC with any further  materials or  information  which
               JCC may  reasonably  request to enable it to perform its function
               under this Agreement; and

          (d)  to  compensate  JCC for its  services and  reimburse  JCC for its
               expenses  incurred  hereunder in accordance  with the  provisions
               hereof.

     4.  Compensation.  The Trust shall pay to JCC for its  investment  advisory
services a monthly  fee,  payable on the last day of each month  during which or
part  of  which  this  Agreement  is in  effect,  of  1/12  of 1% of  the  first
$30,000,000  of the average  daily  closing net asset value of the Fund for such
month,  plus 1/12 of 0.75% of the next $270,000,000 of the average daily closing
net  asset  value of the Fund for  such  month,  plus  1/12 of 0.70% of the next
$200,000,000  of the average  daily closing net asset value of the Fund for such
month,  plus 1/12 of 0.65% of the average  daily  closing net asset value of the
Fund for such month in


                                       2
<PAGE>

excess of  $500,000,000.  For the month  during  which  this  Agreement  becomes
effective and the month during which it terminates,  however,  there shall be an
appropriate  proration  of the fee payable for such month based on the number of
calendar days of such month during which this Agreement is effective.

     5. Expenses  Borne by JCC. In addition to the expenses  which JCC may incur
in the  performance of its investment  advisory  functions under this Agreement,
and the expenses  which it may expressly  undertake to incur and pay under other
agreements  with the Trust or  otherwise,  JCC shall incur and pay the following
expenses relating to the Fund's operations without reimbursement from the Fund:

          (a)  Reasonable compensation, fees and related expenses of the Trust's
               officers and its  Trustees,  except for such Trustees who are not
               interested persons of JCC;

          (b)  Rental of offices of the Trust; and

          (c)  All expenses of promoting  the sale of shares of the Fund,  other
               than expenses  incurred in complying  with federal and state laws
               and  the  law  of any  foreign  country  or  territory  or  other
               jurisdiction  applicable to the issue, offer or sale of shares of
               the  Fund  including  without  limitation  registration  fees and
               costs, the costs of preparing the Fund's  registration  statement
               and amendments thereto,  and the costs and expenses of preparing,
               printing,  and mailing prospectuses (and statements of additional
               information) to persons other than shareholders of the Fund.

     6.  Expenses  Borne by the  Trust.  The  Trust  assumes  and  shall pay all
expenses   incidental  to  its   organization,   operations   and  business  not
specifically  assumed or agreed to be paid by JCC  pursuant  to Sections 2 and 5
hereof,   including,   but  not  limited  to,   investment   adviser  fees;  any
compensation,  fees, or reimbursements  which the Trust pays to its Trustees who
are  not  interested  persons  of JCC;  compensation  of the  Fund's  custodian,
transfer agent,  registrar and dividend  disbursing  agent;  legal,  accounting,
audit  and  printing  expenses;  administrative,   clerical,  recordkeeping  and
bookkeeping expenses; brokerage commissions and all other expenses in connection
with execution of portfolio transactions  (including any appropriate commissions
paid to JCC or its affiliates for effecting exchange listed, over-the-counter or
other securities  transactions);  interest;  all federal,  state and local taxes
(including  stamp,   excise,   income  and  franchise  taxes);  costs  of  stock
certificates  and expenses of  delivering  such  certificates  to the  purchaser
thereof;  expenses  of  local  representation  in  Massachusetts;   expenses  of
shareholders'  meetings  and  of  preparing,  printing  and  distributing  proxy
statements,  notices,  and reports to  shareholders;  expenses of preparing  and
filing  reports and tax returns with federal and state  regulatory  authorities;
all expenses  incurred in complying with all federal and state laws and the laws
of any foreign country applicable to the issue,  offer, or sale of shares of the
Fund, including, but not limited to, all costs involved in the


                                       3
<PAGE>

registration  or   qualification   of  shares  of  the  Fund  for  sale  in  any
jurisdiction, the costs of portfolio pricing services and systems for compliance
with blue sky laws,  and all costs  involved in preparing,  printing and mailing
prospectuses and statements of additional information of the Fund; and all fees,
dues and other expenses  incurred by the Trust in connection with the membership
of the Trust in any trade association or other investment company  organization.
To the extent that JCC shall perform any of the above  described  administrative
and  clerical   functions,   including  transfer  agency,   registry,   dividend
disbursing,  recordkeeping,  bookkeeping, accounting and blue sky monitoring and
registration  functions,  and the preparation of reports and returns,  the Trust
shall pay to JCC compensation for, or reimburse JCC for its expenses incurred in
connection  with,  such  services  as JCC and the Trust shall agree from time to
time, any other provision of this Agreement notwithstanding.

     7.  Treatment of Investment  Advice.  The Trust shall treat the  investment
advice and  recommendations of JCC as being advisory only, and shall retain full
control over its own investment policies.  However, the Trustees may delegate to
the appropriate  officers of the Trust,  or to a committee of the Trustees,  the
power to authorize purchases,  sales or other actions affecting the portfolio of
the Fund in the interim between meetings of the Trustees.

     8.  Termination.  This  Agreement may be  terminated  at any time,  without
penalty, by the Trustees of the Trust, or by the shareholders of the Fund acting
by vote of at least a majority of its outstanding voting securities, provided in
either case that sixty (60) days advance  written notice of termination be given
to JCC at its principal  place of business.  This Agreement may be terminated by
JCC at any time,  without  penalty,  by giving sixty (60) days  advance  written
notice  of  termination  to the  Trust,  addressed  to its  principal  place  of
business.  The Trust  agrees  that,  consistent  with the  terms of the  Trust's
Declaration  of  Trust,  the  Trust  shall  cease  to use the  name  "Janus"  in
connection  with  the  Fund as  soon as  reasonably  practicable  following  any
termination  of this  Agreement if JCC does not  continue to provide  investment
advice to the Fund after such termination.

     9. Assignment. This Agreement shall terminate automatically in the event of
any assignment of this Agreement.

     10.  Term.  This  Agreement  shall  continue in effect until June 16, 1997,
unless sooner  terminated in accordance  with its terms,  and shall  continue in
effect  from  year to year  thereafter  only  so  long  as such  continuance  is
specifically  approved  at  least  annually  by the  vote of a  majority  of the
Trustees of the Trust who are not parties  hereto or  interested  persons of any
such party,  cast in person at a meeting called for the purpose of voting on the
approval of the terms of such  renewal,  and by either the Trustees of the Trust
or the affirmative  vote of a majority of the outstanding  voting  securities of
the Fund.  The annual  approvals  provided  for  herein  shall be  effective  to
continue this Agreement from year to year if given within a period beginning not
more  than  ninety  (90)  days  prior  to  June  16  of  each  applicable  year,
notwithstanding  the fact that more than three hundred sixty-five (365) days may
have elapsed since the date on which such approval was last given.


                                       4
<PAGE>

     11.  Amendments.  This Agreement may be amended by the parties only if such
amendment is specifically approved (i) by a majority of the Trustees,  including
a  majority  of the  Trustees  who are not  interested  persons  of JCC and,  if
required by applicable  law, (ii) by the  affirmative  vote of a majority of the
outstanding voting securities of the Fund.

     12. Other  Series.  The Trustees  shall  determine  the basis for making an
appropriate  allocation  of the  Trust's  expenses  (other  than those  directly
attributable to the Fund) between the Fund and the other series of the Trust.

     13. Limitation of Personal  Liability.  All the parties hereto  acknowledge
and agree that all  liabilities  of the Trust  arising,  directly or indirectly,
under this  Agreement,  of any and every nature  whatsoever,  shall be satisfied
solely out of the assets of the Fund and that no  Trustee,  officer or holder of
shares of beneficial interest of the Trust shall be personally liable for any of
the foregoing  liabilities.  The Trust's  Declaration of Trust,  as amended from
time  to  time,  is on file in the  Office  of the  Secretary  of  State  of the
Commonwealth of Massachusetts. Such Declaration of Trust describes in detail the
respective  responsibilities  and  limitations  on  liability  of the  Trustees,
officers and holders of shares of beneficial interest of the Trust.

     14.  Limitation  of Liability of JCC. JCC shall not be liable for any error
of judgment or mistake of law or for any loss arising out of any  investment  or
for any act or  omission  taken with  respect to the Trust,  except for  willful
misfeasance,  bad faith or gross negligence in the performance of its duties, or
by reason of reckless  disregard of its  obligations  and duties  hereunder  and
except to the extent  otherwise  provided  by law.  As used in this  Section 15,
"JCC" shall  include any  affiliate  of JCC  performing  services  for the Trust
contemplated  hereunder  and  directors,  officers and employees of JCC and such
affiliates.

     15.  Activities of JCC. The services of JCC to the Trust  hereunder are not
to be  deemed to be  exclusive,  and JCC and its  affiliates  are free to render
services  to  other  parties.  It is  understood  that  trustees,  officers  and
shareholders  of the Trust are or may  become  interested  in JCC as  directors,
officers and  shareholders  of JCC,  that  directors,  officers,  employees  and
shareholders  of JCC are or may become  similarly  interested in the Trust,  and
that JCC may become interested in the Trust as a shareholder or otherwise.

     16. Certain  Definitions.  The terms "vote of a majority of the outstanding
voting  securities,"  "assignment"  and  "interested  persons" when used herein,
shall have the respective  meanings  specified in the 1940 Act, as now in effect
or hereafter amended, and the rules and regulations thereunder,  subject to such
orders,  exemptions and  interpretations  as may be issued by the Securities and
Exchange Commission under said Act and as may be then in effect.



                                       5
<PAGE>

     IN WITNESS WHEREOF,  the parties have caused their duly authorized officers
to execute  this  Investment  Advisory  Agreement  as of the date and year first
above written.


                                                     JANUS CAPITAL CORPORATION



                                                     By:  /s/ Steven R. Goodbarn



                                                     JANUS INVESTMENT FUND



                                                     By:  /s/ Thomas H. Bailey


                                       6


                                                                    EXHIBIT 9(d)

                            TRANSFER AGENCY AGREEMENT


     Agreement  made as of this  27th  day of  September,  1995,  between  Janus
Investment  Fund, a  Massachusetts  business trust (the  "Trust"),  on behalf of
those  series of the Trust set forth on Appendix A to this  Agreement  (each,  a
"Fund" and collectively, the "Funds"), and Janus Service Corporation, a Colorado
corporation ("JSC").

     The Trust  desires to appoint JSC as  transfer  agent for the Funds and JSC
desires to accept such  appointment.  In  consideration  of the mutual covenants
herein contained, the parties agree as follows:

1.   Appointment  of JSC. The Trust  appoints JSC as the transfer  agent for the
     Funds,  and JSC accepts such  appointment  and agrees to perform the duties
     set  forth  in this  Agreement.  If the  Trustees  of the  Trust  hereafter
     determine to issue additional  classes of shares of a Fund, JSC agrees that
     it will act as transfer agent for the shares so classified on the terms set
     forth in this Agreement.

2.   Representations  and Warranties of JSC. JSC represents and warrants that it
     is a  corporation  duly  organized,  existing  and in good  standing  under
     Colorado  law,  that it is  registered  as a  transfer  agent to the extent
     required  under the Securities  Exchange Act of 1934 and  applicable  state
     law, and that it has taken all requisite corporate proceedings to authorize
     it to enter into and perform this Agreement.

3.   Representations  and  Warranties  of the Trust.  The Trust  represents  and
     warrants that it is a business trust duly  organized,  existing and in good
     standing  under   Massachusetts  law,  it  is  registered  as  an  open-end
     management  investment company under the Investment Company Act of 1940, as
     amended (the "1940  Act"),  that all  requisite  steps have been or will be
     taken to  register  the  Funds'  shares for sale  under  federal  and state
     securities  laws, and that the Trust is empowered under applicable laws and
     by its  Agreement and  Declaration  of Trust to enter into and perform this
     Agreement.

4.   Duties of JSC. As transfer agent for the Funds, JSC shall perform all usual
     and  ordinary  services of a transfer  agent of  investment  companies,  in
     accordance  with the  policies  and  practices of the Trust or the Funds as
     disclosed in the Funds' current  prospectuses or otherwise  communicated in
     writing  to JSC from  time to time,  including,  but not  limited  to,  the
     following:

     a.   Recording the ownership,  transfer,  conversion,  and  cancellation of
          ownership of shares of a Fund on the books of that Fund;

     b.   Establishing and maintaining shareholder accounts;


                                       1
<PAGE>


     c.   Preparing shareholder meeting lists, mailing proxies and receiving and
          tabulating proxies;

     d.   Mailing shareholder prospectuses, annual and semiannual reports;

     e.   Recording  reinvestments  of dividends and  distributions  in a Fund's
          shares;

     f.   Preparing and mailing  confirmation  forms to shareholders and dealers
          for   purchases  and   redemptions   of  a  Fund's  shares  and  other
          transactions for which confirmations are required;

     g.   Cooperating   with   banks,   broker-dealers   and   other   financial
          intermediaries who represent shareholders of the Funds;

     h.   Investigating   all  shareholder   inquiries  related  to  shareholder
          accounts and responding promptly to correspondence from shareholders;

     i.   Causing a Fund to redeem a  sufficient  number of shares in an account
          to meet a shareholder's  redemption request and instructing the Fund's
          custodian  to transfer  such  amounts to a  redemption  account at the
          custodian or another bank;

     j.   Notifying  the  Funds'  custodian  on or before  the  payable  date of
          estimated  amounts of cash  dividends or  distributions,  which amount
          shall be placed in a dividend  disbursing  account at the custodian or
          another bank; and

     k.   Maintaining  customary  records in  connection  with its  provision of
          services under this Agreement,  and  particularly,  maintaining  those
          records  required to be maintained  pursuant to Rule 31a-1 and for the
          period and in the manner  prescribed by Rule 31a-2 under the 1940 Act.
          To the extent  required by the 1940 Act and the rules and  regulations
          thereunder,  JSC agrees that all records maintained by JSC relating to
          the  services  performed  by JSC  pursuant to this  Agreement  are the
          property  of the Funds and will be  surrendered  promptly to the Funds
          upon request.

5.   Compensation.

     a.   Each Fund  shall  compensate  JSC for  services  rendered  under  this
          Agreement in accordance with the schedule set forth in Appendix B (the
          "Fee Schedule").


                                       2
<PAGE>

     b.   This  provision  may be changed from time to time by attaching to this
          Agreement a revised Fee  Schedule,  dated and signed by an  authorized
          officer of each party hereto.

     c.   JSC shall bill each Fund as soon as practicable  after the end of each
          calendar  month  for the fee due for that  month.  Such  fee  shall be
          subject to  reduction  based on any income  earned by JSC on overnight
          balances in deposit,  dividend  disbursement  or  redemption  accounts
          maintained on the Funds'  behalf.  The Funds shall promptly pay to JSC
          the amount of such billing.

6.   Reliance by Transfer Agent. JSC shall be protected in acting upon any paper
     or document  believed by it to be genuine and to have been signed by a duly
     authorized officer of the Trust and shall not be held to have any notice of
     any  change of  authority  of any such  person  until  receipt  of  written
     certification  thereof  from  the  Trust.  JSC  shall  be  under no duty or
     obligation to inquire  into,  and shall not be liable for: (a) the legality
     of the issue or sale of any  shares of a Fund,  or the  sufficiency  of the
     amount to be received  therefor;  (b) the legality of the redemption of any
     shares of a Fund, or the propriety of the amount to be paid  therefor;  (c)
     the legality of the  declaration of any dividend by a Fund, or the legality
     of the issue of any shares of a Fund in payment of any stock  dividend;  or
     (d) the  legality  of any  recapitalization  or  readjustment  of a  Fund's
     shares.

7.   Standard of Care and Indemnification.

     a.   JSC shall not be  responsible  for, and the Trust shall hold  harmless
          and indemnify JSC from and against, any loss by or liability to a Fund
          or a third party (including  reasonable  attorney's fees and costs) in
          connection with any claim or suit asserting any such liability arising
          out of or  attributable to actions taken or omitted by JSC pursuant to
          this Agreement,  unless JSC's actions constitute negligence or willful
          misconduct. A Fund will be responsible for, and will have the right to
          conduct or control the defense of, any litigation  asserting liability
          against which JSC is indemnified hereunder.  JSC will not be under any
          obligation  to  prosecute or defend any action or suit with respect to
          the agency relationship hereunder,  which, in its opinion, may involve
          it in  expense or  liability  for which it is  indemnified  hereunder,
          unless  a  Fund  will,  as  often  as  requested,   furnish  JSC  with
          reasonable,  satisfactory  security and indemnity against such expense
          or liability.

     b.   JSC will hold  harmless and  indemnify  the Trust from and against any
          loss or liability  (including  reasonable  attorney's  fees and costs)
          arising  out of any  failure  by JSC to comply  with the terms of this
          Agreement due to JSC's negligence or willful misconduct.


                                       3
<PAGE>

8.   Term and Termination.

     a.   This  Agreement  shall become  effective as of the date first  written
          above and shall continue in effect until terminated in accordance with
          the provisions hereof.

     b.   Either of the parties hereto may terminate this Agreement by giving to
          the  other  party a  notice  in  writing  specifying  the date of such
          termination,  which  shall not be less than 60 days  after the date of
          receipt of such  notice.  In the event such notice is given by a Fund,
          it shall be  accompanied by a resolution of the Trustees of the Trust,
          certified by the  Secretary,  electing to terminate this Agreement and
          designating a successor transfer agent.

     c.   The Trust,  in addition to any other rights and  remedies,  shall have
          the right to terminate this Agreement  immediately upon the occurrence
          at any time of any of the following events:

          (i)  Any interruption or cessation of operations of JSC or its assigns
               that materially interferes with the business operation of a Fund;

          (ii) The  bankruptcy  of JSC or its  assigns or the  appointment  of a
               receiver for JSC or its assigns;

          (iii)Any  merger,  consolidation,  or  sale of  substantially  all the
               assets of JSC or its assigns;

          (iv) Failure by JSC or its assigns to perform its duties in accordance
               with this Agreement,  which failure materially  adversely affects
               the business operations of a Fund and which failure continues for
               ten (10) days after receipt of written notice from JSC.

     d.   In the event of termination, JSC will use its best efforts to transfer
          the books and records of the Funds to the designated  successor  agent
          and to provide  other  information  relating to its services  provided
          hereunder for reasonable compensation therefor.

9.   Amendment.  This  Agreement  may not be amended or  modified  in any manner
     except by a written  agreement  executed by both parties with the formality
     of this Agreement.

10.  Subcontracting.   The  Trust  agrees  that  JSC  may,  in  its  discretion,
     subcontract for the services to be provided under this Agreement.


                                       4
<PAGE>

11.  Assignment.

     a.   Neither this Agreement nor any rights or obligations  hereunder may be
          assigned by either party except with the written  consent of the other
          party; provided, however, that any such assignment shall be subject to
          the prior written  approval of the Trust and no such  assignment  will
          relieve JSC of any of its obligations hereunder.

     b.   This  Agreement  will inure to the benefit of and be binding  upon the
          parties and their respective successors and assigns.

12.  Limitation of Personal  Liability.  All the parties hereto  acknowledge and
     agree that all  liabilities of the Trust  arising,  directly or indirectly,
     under  this  Agreement,  of any  and  every  nature  whatsoever,  shall  be
     satisfied  solely  out of the  assets  of the  Funds  and that no  Trustee,
     officer or holder of shares of  beneficial  interest  of the Trust shall be
     personally  liable  for  any  of the  foregoing  liabilities.  The  Trust's
     Agreement  and  Declaration  of Trust,  as amended from time to time, is on
     file  in  the  Office  of  Secretary  of  State  of  the   Commonwealth  of
     Massachusetts.  Such Agreement and Declaration of Trust describes in detail
     the  respective  responsibilities  and  limitations  on  liability  of  the
     Trustees, officers and shareholders of the Trust.


                                       5
<PAGE>

13.  Miscellaneous.

     a.   Any notice or other  instrument in writing,  authorized or required by
          this Agreement to be given to the Trust or JSC, shall be  sufficiently
          given if addressed to that party and mailed or delivered to it at such
          place as it may from time to time designate in writing.

     b.   This Agreement  shall be construed in accordance  with the laws of the
          State of Colorado.

     c.   This Agreement may be executed in any number of counterparts,  each of
          which shall be deemed to be an original;  but such counterparts shall,
          together, constitute only one instrument.



                                                     JANUS INVESTMENT FUND


                                                     By:  /s/ Thomas H. Bailey
                                                     Name:  Thomas H. Bailey
                                                     Title:   President



                                                     JANUS SERVICE CORPORATION


                                                     By:  /s/ Margorie G. Hurd
                                                     Name:  Margorie G. Hurd
                                                     Title:   President


                                       6
<PAGE>



                                   APPENDIX A



         Janus Money Market Fund
         Janus Government Money Market Fund
         Janus Tax-Exempt Money Market Fund
         Janus High-Yield Fund
         Janus Olympus Fund



<PAGE>


                                   APPENDIX B



JSC shall be paid  $16.00  per  shareholder  account  per year  plus  reasonable
out-of-pocket  expenses  incurred in  connection  with its  services as transfer
agent.  Such fee shall be payable  monthly and shall be subject to  reduction as
set forth in section 5.c. of this  Agreement.  If an account is opened or closed
on other than the first or last day of a month, respectively, such fees shall be
adjusted  on a pro rata  basis  based upon the  number of days the  account  was
opened.

Notwithstanding  the above,  however,  JSC agrees  that it shall not look to the
Funds or the  Trust  for  compensation  for its  services  provided  under  this
Agreement  to Janus Money  Market Fund,  Janus  Government  Money Market Fund or
Janus Tax-Exempt Money Market Fund (collectively,  the "Money Funds"). JSC shall
be  compensated  for its services to the Money Funds  entirely by Janus  Capital
Corporation, the administrator to the Money Funds pursuant to the Administration
Agreement between Janus Capital Corporation and the Money Funds.




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