JANUS INVESTMENT FUND
497, 1995-09-29
Previous: MCNEIL REAL ESTATE FUND IX LTD, SC 14D9/A, 1995-09-29
Next: JANUS INVESTMENT FUND, 497, 1995-09-29



                                     [LOGO]

                            JANUS MONEY MARKET FUND
                       JANUS GOVERNMENT MONEY MARKET FUND
                       JANUS TAX-EXEMPT MONEY MARKET FUND
                              Institutional Shares
                         100 Fillmore Street, Suite 300
                             Denver, CO 80206-4923
                                 (800) 29JANUS

               April 14, 1995 as supplemented September 28, 1995

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

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

   
The  Shares  are  offered  only to certain  institutional  investors,  including
corporations,  foundations  and  trusts,  and  individuals  meeting  the minimum
investment  requirements.   The  Shares  are  offered  with  no  sales  charges,
commissions,  redemption  fees,  Rule 12b-1 fees or deferred sales charges.  The
minimum initial investment is $250,000.  There is no minimum amount required for
subsequent  investments.  For complete  details on how to  purchase,  redeem and
exchange Shares, please see the Shareholder's Guide beginning at page 10.
    

This Prospectus contains information about the Shares that prospective investors
should consider  before  investing and should be read carefully and retained for
future  reference.  Additional  information about the Shares is contained in the
Statement  of   Additional   Information   ("SAI")  dated  April  14,  1995,  as
supplemented September 28, 1995, which is filed with the Securities and Exchange
Commission  ("SEC") and is incorporated by reference into this  Prospectus.  The
SAI is available upon request and without charge by writing or calling the Funds
at the address or telephone number shown above.

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

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


CONTENTS

FEE TABLE 
          .................................................................    2
FINANCIAL HIGHLIGHTS 
          .................................................................    3
INVESTMENT OBJECTIVES,
  POLICIES AND TECHNIQUES 
          .................................................................    4
INVESTMENT ADVISER AND ADMINISTRATOR 
          .................................................................    7
DISTRIBUTIONS AND TAXES 
          .................................................................    8
PERFORMANCE 
          .................................................................    9
MISCELLANEOUS INFORMATION 
          .................................................................    9
SHAREHOLDER'S GUIDE
How to Open an Account ....................................................   10
Purchasing Shares .........................................................   10
How to Exchange Shares ....................................................   11
How to Redeem Shares ......................................................   11
Special Shareholder Services
  and Other Information ...................................................   11


                                                                  APRIL 14, 1995
                                              AS SUPPLEMENTED SEPTEMBER 28, 1995
JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS  

                                       1
<PAGE>

FEE TABLE

SHAREHOLDER TRANSACTION EXPENSES (Applicable to each Fund)

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


ANNUAL OPERATING EXPENSES*
(Expressed as a percentage of average net assets)
<TABLE>
<CAPTION>
                                                             Management Fee      Other Expenses   Total Operating Expenses
                                                             --------------      --------------   ------------------------
<S>                                                                <C>                <C>                     <C> 
Janus Money Market Fund - Institutional Shares                     .10%               .05%                    .15%
Janus Government Money Market Fund - Institutional Shares          .10%               .05%                    .15%
Janus Tax-Exempt Money Market Fund - Institutional Shares          .10%               .05%                    .15%
</TABLE>

EXAMPLE*

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

                                                               1 Year    3 Years
                                                               ------    -------
Janus Money Market Fund - Institutional Shares                     $2         $5
Janus Government Money Market Fund - Institutional Shares          $2         $5
Janus Tax-Exempt Money Market Fund - Institutional Shares          $2         $5

*The fees and expenses in the table and example above are based on the estimated
fees and expenses that the Shares expect to incur in their initial  fiscal year,
net of fee waivers  from the  investment  adviser.  Without  such  waivers,  the
Management Fee, Other Expenses and Total Operating  Expenses are estimated to be
 .20%, .15% and .35%,  respectively.  See "Investment  Adviser and Administrator"
for a more detailed discussion of the fees.

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

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


                                                                  APRIL 14, 1995
                                              AS SUPPLEMENTED SEPTEMBER 28, 1995
JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS  

                                       2
<PAGE>

FINANCIAL HIGHLIGHTS

The  unaudited  information  below  is  for  the  period  from  April  14,  1995
(inception) to August 31, 1995.  Expense and income ratios have been  annualized
while total returns have not been annualized.

<TABLE>
<CAPTION>
                                                       Janus                    Janus                     Janus
                                                    Money Market      Government Money Market   Tax-Exempt Money Market
    Institutional Shares                               Fund(1)                  Fund(1)                   Fund(1)
    --------------------                               -------                  -------                   -------
<S>                                                      <C>                      <C>                       <C>  
 1. Net asset value, beginning of period                $1.00                    $1.00                     $1.00
    Income from investment operations:                                                                 
 2. Net investment income                                 .01                      .01                       .01
 3. Net gains or (losses) on securities                                                                
    (both realized and unrealized)                      --                       --                        --
 4. Total from investment operations                      .01                      .01                       .01
    Less distributions:                                                                                
 5. Dividends (from net investment income)               (.01)                    (.01)                     (.01)
 6. Distributions (from capital gains)                  --                       --                        --
 7. Total distributions                                  (.01)                    (.01)                     (.01)
 8. Net asset value, end of period                      $1.00                    $1.00                     $1.00
 9. Total return                                         2.26%                    2.21%                     1.43%
10. Net assets, end of period (in thousands)         $370,947                  $42,540                       $10
11. Ratio of expenses to average net assets               .15%                     .15%                      .15%
12. Ratio of net investment income                                                                     
    to average net assets                                5.90%                    5.77%                     3.87%
</TABLE>

(1) Period from April 14, 1995 (inception) through August 31, 1995.


                                                                  APRIL 14, 1995
                                              AS SUPPLEMENTED SEPTEMBER 28, 1995
JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS  
                                       3

<PAGE>

INVESTMENT OBJECTIVES, POLICIES AND TECHNIQUES

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

INVESTMENT OBJECTIVES

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

COMMON INVESTMENT POLICIES

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

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

RATINGS.

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

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

TYPES OF SECURITIES

JANUS MONEY MARKET FUND

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

DEBT SECURITIES.

The  Fund  may  invest  in  debt  obligations  of  domestic  issuers,  including
commercial  paper  (short-term  promissory  notes issued by companies to finance
their, or their affiliates', current obligations), notes and bonds, and variable
amount master demand notes. The Fund may invest in privately  issued  commercial
paper which is restricted as to disposition  under the federal  securities laws.
In general, any sale of this paper may not be made absent registration under the
Securities  Act of 1933 (the "1933 Act") or the  availability  of an appropriate
exemption therefrom. Pursuant to the provisions of Section 4(2) of the 1933 Act,
however,  some  privately  issued  commercial  paper is  eligible  for resale to
institutional  investors,  and  accordingly,  Janus Capital may determine that a
liquid  market  exists  for that paper  pursuant  to  guidelines  adopted by the
Trustees.

OBLIGATIONS OF FINANCIAL INSTITUTIONS.

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


                                                                  APRIL 14, 1995
                                              AS SUPPLEMENTED SEPTEMBER 28, 1995
JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS  
                                       4

<PAGE>

Eurodollar and Yankee bank obligations as discussed below.

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

EURODOLLAR OR YANKEE OBLIGATIONS.

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

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

U.S. GOVERNMENT SECURITIES.

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

MUNICIPAL SECURITIES.

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

JANUS GOVERNMENT MONEY MARKET FUND

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

U.S. GOVERNMENT SECURITIES.

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

JANUS TAX-EXEMPT MONEY MARKET FUND

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

MUNICIPAL SECURITIES.

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

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


                                                                  APRIL 14, 1995
                                              AS SUPPLEMENTED SEPTEMBER 28, 1995
JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS  
                                       5

<PAGE>

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

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

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

MUNICIPAL LEASES.

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

TAXABLE INVESTMENTS.

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

COMMON INVESTMENT TECHNIQUES

PARTICIPATION INTERESTS.

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

DEMAND FEATURES.

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

VARIABLE AND FLOATING RATE SECURITIES.

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


                                                                  APRIL 14, 1995
                                              AS SUPPLEMENTED SEPTEMBER 28, 1995
JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS  
                                       6

<PAGE>

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

MORTGAGE- AND ASSET-BACKED SECURITIES.

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

REPURCHASE AGREEMENTS.

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

REVERSE REPURCHASE AGREEMENTS.

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

DELAYED DELIVERY SECURITIES.

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

BORROWING AND LENDING.

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

PORTFOLIO TURNOVER.

Because the Funds invest in securities  with relatively  short-term  maturities,
each Fund is expected to have a high portfolio  turnover rate.  However,  a high
turnover rate should not increase a Fund's costs because  brokerage  commissions
are not normally charged on the purchase and sale of money market instruments.

JOINT ACCOUNTS.

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

INVESTMENT ADVISER AND ADMINISTRATOR

INVESTMENT ADVISER

Each Fund has a separate Investment  Advisory Agreement with Janus Capital,  100
Fillmore  Street,  Suite 300,  Denver,  Colorado  80206-4923.  Janus Capital has
served as investment  adviser to Janus Fund since 1970 and  currently  serves as
investment  adviser to all of the Janus funds,  as well as adviser or subadviser
to other mutual  funds and  individual,  corporate,  charitable  and  retirement
accounts.  Kansas City  Southern  Industries,  Inc., a publicly  traded  holding
company whose primary  subsidiaries are engaged in  transportation,  information
processing  and  financial  services  ("KCSI"),  owns  approximately  83% of the
outstanding  voting stock of Janus Capital.  Thomas H. Bailey, the President and
Chairman of the Board of Janus  Capital,  owns  approximately  12% of its voting
stock and, by agreement with KCSI, selects a majority of Janus Capital's Board.

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


                                                                  APRIL 14, 1995
                                              AS SUPPLEMENTED SEPTEMBER 28, 1995
JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS  
                                       7

<PAGE>

ADMINISTRATOR

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

Each Fund pays all of its  expenses  not  assumed  by Janus  Capital,  including
auditing fees and independent  Trustees' fees and expenses.  For the fiscal year
ending October 31, 1995, Janus Capital has undertaken to reimburse the Funds for
audit fees and expenses  and the fees and expenses of Fund  Trustees who are not
affiliated with Janus Capital.

PORTFOLIO TRANSACTIONS

Purchases and sales of securities on behalf of each Fund are executed by brokers
and dealers selected by Janus Capital.  Broker-dealers are selected on the basis
of their ability to obtain best price and execution for the Funds'  transactions
and recognizing brokerage,  research and other services provided to the Fund and
to Janus  Capital.  Janus  Capital may also  consider  payments  made by brokers
effecting  transactions  for a Fund i) to the  Fund or ii) to other  persons  on
behalf  of the  Fund for  services  provided  to the Fund for  which it would be
obligated to pay. The Funds'  Trustees have also  authorized  the Funds to place
portfolio  transactions  on  an  agency  basis  with  a  broker-dealer  that  is
affiliated with Janus Capital.  Agency trades, if any, that are placed with such
affiliated  party serve to reduce certain expenses of the Funds. The SAI further
explains the selection of broker-dealers.

PERSONAL INVESTING

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

DISTRIBUTIONS AND TAXES

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

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

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

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

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


                                                                  APRIL 14, 1995
                                              AS SUPPLEMENTED SEPTEMBER 28, 1995
JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS  
                                       8

<PAGE>

shareholders  who are subject to the  alternative  minimum tax must include such
income as a preference item. The Fund will advise shareholders of the percentage
of dividends, if any, subject to the alternative minimum tax.

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

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

PERFORMANCE

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

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

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

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

MISCELLANEOUS INFORMATION

ORGANIZATION

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

TRUSTEES

The Trustees  oversee the business  affairs of the Trust and are responsible for
major decisions relating to each Fund's investment  objective and policies.  The
Trustees delegate the day-to-day  management of the Funds to the officers of the
Trust and meet at least  quarterly  to review  the Funds'  investment  policies,
performance,  expenses and other  business  affairs.  In approving  the use of a
single combined  prospectus,  the Trustees  considered the possibility  that one
Fund might be liable for misstatements in this Prospectus regarding  information
concerning another Fund.

VOTING RIGHTS

The Trust is not required to hold annual shareholder meetings.  However, special
meetings may be called for a specific  class of shares,  a specific Fund, or for
the Trust as a whole,  for  purposes  such as  electing  or  removing  Trustees,
terminating or reorganizing the Trust,  changing  fundamental policies or voting
on matters when required by the 1940 Act. Separate votes are taken by a separate
class of shares  only if a matter  affects  or  requires  the vote of just those
Shares. Shareholders are entitled to cast one vote for each Share they own.

CUSTODIAN, TRANSFER AGENT AND DISTRIBUTOR

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

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

Janus  Distributors,  Inc., 100 Fillmore  Street,  Suite 300,  Denver,  Colorado
80206-4923,  a wholly-owned subsidiary of Janus Capital, is a distributor of the
Shares.


                                                                  APRIL 14, 1995
                                              AS SUPPLEMENTED SEPTEMBER 28, 1995
JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS  
                                       9

<PAGE>

SHAREHOLDER'S GUIDE

HOW TO OPEN AN ACCOUNT

ESTABLISHING YOUR ACCOUNT

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

Via Regular Mail                   Via Express Mail-Overnight Delivery
Janus Funds                        Janus Funds
P.O. Box 173375                    100 Fillmore Street, Suite 300
Denver, CO 80217-3375              Denver, CO 80206-4923
Attn: Extended Services            Attn: Extended Services

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

TAXPAYER IDENTIFICATION NUMBERS

On the Application, you must furnish the Funds with your taxpayer identification
number and state whether or not you are subject to backup withholding, certified
under  penalties  of perjury as  prescribed  by the  Internal  Revenue  Code and
regulations.  Dividends and capital gains  distributions  in an account  without
proper  certification  will be subject to a 31% federal backup  withholding.  In
addition  to the 31% backup  withholding,  redemption  proceeds  on  established
accounts  may be reduced by $50 to  reimburse  a Fund for any  penalty  that the
Internal  Revenue  Service  imposes  on that Fund for your  failure  to report a
correct taxpayer identification number to the Fund.

DISTRIBUTION OPTIONS

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

PURCHASING SHARES

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

WIRE INSTRUCTIONS:

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

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

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

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

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

MINIMUM INVESTMENT

The minimum  initial  investment  in the Shares is  $250,000.  The Funds may, in
their discretion,  waive this minimum under certain  circumstances  but, in such
event, the minimum must be reached within 90 days of opening the account.

NET ASSET VALUE

The net asset  value  ("NAV")  of the Shares is  determined  at the close of the
regular trading session of the New York Stock Exchange  (normally 4:00 p.m., New
York time) each day that the Exchange is open.  NAV per share is  determined  by
dividing the total value of the securities and other assets,  less  liabilities,
by the total number of Shares  outstanding.  Portfolio  securities are valued at
their amortized cost. Amortized cost valuation involves valuing an instrument at
its cost and thereafter  assuming a constant  amortization  to maturity (or such
other date as permitted by Rule 2a-7) of any discount or premium. If fluctuating
interest rates cause the market value of a portfolio to deviate more than 1/2 of
1% from the value  determined on the basis of amortized  cost, the Trustees will
consider  whether  any  action,  such as  adjusting  the  Share's NAV to reflect
current market conditions,  should be initiated to prevent any material dilutive
effect on shareholders.

SHARE CERTIFICATES

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


                                                                  APRIL 14, 1995
                                              AS SUPPLEMENTED SEPTEMBER 28, 1995
JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS  
                                       10

<PAGE>

HOW TO EXCHANGE SHARES

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

HOW TO REDEEM SHARES

PARTIAL OR COMPLETE REDEMPTIONS

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

IN WRITING

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

Via Regular Mail                   Via Express Mail-Overnight Delivery
Janus Funds                        Janus Funds
P.O. Box 173375                    100 Fillmore Street, Suite 300
Denver, CO 80217-3375              Denver, CO 80206-4923
Attn: Extended Services            Attn: Extended Services

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

BY TELEPHONE

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

BY A FUND

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

SPECIAL SHAREHOLDER SERVICES AND OTHER INFORMATION

PORTFOLIO INFORMATION

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

TELEPHONE INSTRUCTIONS

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

ACCOUNT ADDRESS AND NAME CHANGES

To change the  address on your  account,  you may call  1-800-29JANUS  or send a
written request signed by all registered owners of your account.  Please include
the name of the Fund(s),  the account number(s),  the name(s) on the account and
both the old and new addresses.  Within the first 10 days of an address  change,
redemptions  are  permissible  only if the  redemption  proceeds  are wired to a
pre-designated bank account or you provide the Funds with appropriate  corporate
resolutions changing wire instructions. Please call 1-800-29JANUS for additional
information. 

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

STATEMENTS AND REPORTS

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

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

TEMPORARY SUSPENSION OF SERVICES

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


                                                                  APRIL 14, 1995
                                              AS SUPPLEMENTED SEPTEMBER 28, 1995
JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS  
                                       11

<PAGE>

                      This page intentionally left blank.



                                                                  APRIL 14, 1995
                                              AS SUPPLEMENTED SEPTEMBER 28, 1995
JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS  
                                       12




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission