JANUS INVESTMENT FUND
497, 1996-12-03
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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
Investment Objective and Strategy ...........................................  2
Types of Investments ........................................................  2
General Portfolio Policies ..................................................  3
Additional Risk Factors .....................................................  4

- --------------------------------------------------------------------------------
PERFORMANCE TERMS
An Explanation of
   Performance Terms ........................................................  5

- --------------------------------------------------------------------------------
SHAREHOLDER'S MANUAL
Types of Account Ownership ..................................................  6
How to Open Your Janus Account ..............................................  7
How to Purchase Shares ......................................................  7
How to Exchange Shares ......................................................  8
How to Redeem Shares ........................................................  8
Shareholder Services
   and Account Policies ..................................................... 10

- --------------------------------------------------------------------------------
MANAGEMENT OF THE FUND
Investment Adviser and
   Portfolio Manager ........................................................ 11
Portfolio Transactions ...................................................... 12
Other Service Providers ..................................................... 12
Other Information ........................................................... 12

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DISTRIBUTIONS AND TAXES
Distributions ............................................................... 13
Taxes ....................................................................... 13

- --------------------------------------------------------------------------------
APPENDIX A
Glossary of Investment Terms ................................................ 14

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APPENDIX B
Explanation of Ratings Categories ........................................... 16



                                     [LOGO]
                          JANUS SPECIAL SITUATIONS FUND

                               100 Fillmore Street
                              Denver, CO 80206-4923
                                 1-800-525-3713
   
                            http.//www.JanusFunds.com
    

                                   Prospectus
                                November 29, 1996



Janus Special Situations Fund (the "Fund") is a no-load,  nondiversified  mutual
fund that seeks capital  appreciation  by investing  primarily in common stocks.
The Fund seeks investments in companies that its portfolio manager believes have
been  overlooked  or  undervalued  by  other  investors.  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 6.

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  29, 1996,  is
incorporated by reference into this Prospectus.  For a copy of the SAI, write or
call the Fund at the address or phone number listed  above.  The SEC maintains a
Web  site  located  at  http://www.sec.gov   that  contains  the  SAI,  material
incorporated by reference, and other information regarding the Fund.

THE SHARES  OFFERED BY THIS  PROSPECTUS  ARE NOT DEPOSITS OR  OBLIGATIONS OF ANY
BANK,  ARE NOT ENDORSED OR  GUARANTEED  BY ANY BANK,  AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT  INSURANCE  CORPORATION,  THE FEDERAL RESERVE BOARD OR ANY OTHER
GOVERNMENT AGENCY.
    

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 capital appreciation.

PRIMARY HOLDINGS:

A  nondiversified  fund that  pursues  its  investment  objective  by  investing
primarily in common  stocks.  The Fund seeks  investments  in companies that its
portfolio  manager  believes  have  been  overlooked  or  undervalued  by  other
investors.

SHAREHOLDER'S
INVESTMENT HORIZON:

The Fund is designed for long-term  investors who seek capital  appreciation and
who can tolerate the greater risks  associated with investments in common stocks
and a moderately  aggressive  investment strategy which seeks to identify unique
investment  opportunities.  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 approximately $40 billion in assets.

FUND MANAGER:

David C. Decker

FUND INCEPTION:

December 1996


EXPENSE INFORMATION

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

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

SHAREHOLDER TRANSACTION EXPENSES

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

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



   
ANNUAL FUND OPERATING EXPENSES
(expressed as a percentage of average net assets)
- --------------------------------------------------------------------------------
Management Fee                             1.00%
Other Expenses                              .40%(1)
- --------------------------------------------------------------------------------
Total Fund Operating Expenses              1.40%
- --------------------------------------------------------------------------------
(1) "Other  Expenses" are based on the estimated  expenses that the Fund expects
to incur in its initial fiscal year.


EXAMPLE
- --------------------------------------------------------------------------------
                                                  1 Year            3 Years
- --------------------------------------------------------------------------------
Assume you invest $1,000, the Fund
returns 5% annually  and its expense
ratio remains as listed above.  This example
shows the operating expenses that
you would indirectly bear as an
investor in the Fund.                               $14               $44
- --------------------------------------------------------------------------------
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 SPECIAL SITUATIONS FUND PROSPECTUS                       NOVEMBER 29, 1996
                                        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 investment terms used throughout this Prospectus.
You should carefully  consider your own investment  goals, time horizon and risk
tolerance before investing in the Fund.

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

INVESTMENT OBJECTIVE AND STRATEGY

The  investment  objective  of  the  Fund  is  capital  appreciation.  It  is  a
nondiversified  fund that pursues its objective by investing primarily in common
stocks  of  domestic  and  foreign  companies.  The Fund  seeks  investments  in
companies  that  its  portfolio   manager   believes  have  been  overlooked  or
undervalued  by other  investors  in  connection  with a  significant  change or
development affecting the issuer's business ("special situations"). Although the
Fund emphasizes these types of companies,  it may invest in other companies that
the  portfolio  manager  believes have the  potential  for  significant  capital
appreciation.

TYPES OF INVESTMENTS

The  Fund  invests  primarily  in  common  stocks  selected  for  their  capital
appreciation 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 (less than 35% of net assets in high-yield/high-risk securities);
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  appreciation or income potential because
of  anticipated   changes  in  interest   rates,   credit   standing,   currency
relationships  or other  factors.  The Fund may also invest in  short-term  debt
securities, including money market funds managed by Janus Capital, as a means of
receiving a return on idle cash.

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

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.

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

WHAT IS THE FUND'S OVERALL INVESTMENT APPROACH?
The  portfolio  manager  generally  takes a "bottom up" approach to building the
portfolio.  In other words, the manager  generally seeks to identify  individual
companies  whose  potential  value is not  recognized  by the market at large in
connection  with a  significant  change or  development  affecting  the issuer's
business.  Although  themes may  emerge in the Fund,  securities  are  generally
selected  without  regard to any  defined  industry  sector  or other  similarly
defined  selection  procedure.  Realization  of  income  is  not  a  significant
investment consideration.  Any income realized on the Fund's investments will be
incidental to its objective.

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

WHAT ARE THE SELECTION CRITERIA FOR COMMON STOCKS?
The Fund  emphasizes  common stocks of "special  situation"  companies which its
portfolio  manager  believes are  undervalued  by the  investment  community.  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.  Special  situations
include,  but are not limited to, significant changes in a company's  allocation
of its existing capital, a restructuring of assets, or a redirection of positive
cash flows.  Issuers  undergoing  significant  capital changes include companies
involved in spin-offs,  sales of divisions,  mergers or acquisitions;  companies
emerging from bankruptcy; or companies initiating large changes in their debt to
equity ratio such as through  leveraging.  Companies that are  redirecting  cash
flows  may be  reducing  debt,  repurchasing  shares or  paying  dividends.  The
portfolio manager places  particular  emphasis on companies with high cash flows
relative to share price.  Special situations may also result from i) significant
changes in  industry  structure  through  regulatory  developments  or shifts in
competition;  ii) a new or improved product, service, operation or technological
advance;  iii) changes in senior management;  or iv) significant changes in cost
structure.


JANUS SPECIAL SITUATIONS FUND PROSPECTUS                       NOVEMBER 29, 1996

                                       2
<PAGE>
ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?
Generally,  yes. The portfolio  manager seeks  companies that meet his selection
criteria  regardless of country of organization  or place of principal  business
activity.  Foreign securities are generally  selected on a stock-by-stock  basis
without regard to any defined allocation among countries or geographic  regions.
However,  certain  factors  such as  expected  levels of  inflation,  government
policies influencing business conditions, the outlook for currency relationships
and prospects for economic growth among  countries,  regions or geographic areas
may  warrant  greater   consideration  in  selecting  foreign  securities.   See
"Additional Risk Factors" on page 4.

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

WHAT ARE THE MAIN RISKS OF INVESTING IN THE 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.  Although  investing  in  securities  of special  situation
companies   and/or  other   undervalued   companies  offers  the  potential  for
above-average  returns if the companies are  successful,  such  investments  may
carry an additional risk of loss in the event that the  anticipated  development
does not occur or does not attract the expected attention.

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

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
net asset value per share ("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

In investing its  portfolio  assets,  the Fund will follow the general  policies
listed  below.  The  percentage  limitations  included  in  these  policies  and
elsewhere in this Prospectus apply 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.

   
CLASSIFICATION
The  Investment  Company  Act of 1940 (the  "1940  Act")  classifies  investment
companies as either diversified or nondiversified.  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
     (other than U.S. government securities).

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  25% or more of its total
assets in any particular industry. This policy does not apply to U.S. government
securities.

PORTFOLIO TURNOVER
The Fund  generally  intends to purchase  securities  for  long-term  investment
rather than short-term gains. However,  short-term  transactions may result from
liquidity needs,  securities having reached a price or yield objective,  changes
in interest rates or the credit standing of an issuer,  or by reason of economic
or other  developments  not  foreseen  at the time of the  investment  decision.
Changes are made in the Fund's portfolio whenever its portfolio manager believes
such changes are desirable.  Portfolio turnover rates are generally not a factor
in making buy and sell  decisions.  The Fund's  portfolio  turnover  rate is not
expected to exceed 200%.
    

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


JANUS SPECIAL SITUATIONS FUND PROSPECTUS                       NOVEMBER 29, 1996

                                       3
<PAGE>
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 Fund's Trustees in making liquidity  determinations  for Rule
144A securities and 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 percentage limits.  There is no assurance that such permission will be
granted.

ADDITIONAL RISK FACTORS

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

Securities of some foreign companies and governments may be traded in the United
States, but 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. The Fund may invest in emerging market
     countries.  Emerging  market  countries  involve  additional  risks such as
     immature  economic  structures,  unstable  political  structures,  national
     policies  restricting  investments  by  foreigners,   and  different  legal
     systems.
    

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

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

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

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

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


JANUS SPECIAL SITUATIONS FUND PROSPECTUS                       NOVEMBER 29, 1996

                                       4
<PAGE>
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 judgement proves incorrect.

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

   
HIGH-YIELD/HIGH-RISK SECURITIES
High-yield/high-risk  securities  (or "junk"  bonds) are debt  securities  rated
below investment grade by the primary rating agencies (such as Standard & Poor's
Ratings Services and Moody's Investors Service,  Inc.). Please refer to Appendix
B for a description of rating categories.
    

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

Issuers  of  high-yield  securities  are more  vulnerable  to real or  perceived
economic  changes (for  instance,  an economic  downturn or prolonged  period of
rising interest rates),  political changes or adverse  developments  specific to
the issuer.  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.

See Appendix A for risks associated with certain other investments.

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

PERFORMANCE TERMS

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

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

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

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


JANUS SPECIAL SITUATIONS FUND PROSPECTUS                       NOVEMBER 29, 1996

                                       5
<PAGE>
SHAREHOLDER'S MANUAL

   
This section will help you become  familiar with the different types of accounts
you can  establish  with Janus.  This section  also  explains in detail the wide
array of services and features you can establish on your account. These services
and features may be modified or  discontinued  without  shareholder  approval or
prior notice.
    


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:   8:00
a.m.-10:00 p.m., and Saturday: 10:00 a.m.-7:00 p.m., New York time.


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. To request an application, call 1-800-525-3713.

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

o    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.

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

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

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


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 SPECIAL SITUATIONS FUND PROSPECTUS                       NOVEMBER 29, 1996

                                       6
<PAGE>
HOW TO OPEN YOUR JANUS ACCOUNT

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

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

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

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

100 Fillmore Street, Suite 100
Denver, CO 80206

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

HOW TO PURCHASE SHARES

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

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

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

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

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

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

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

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

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

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

BY TELEPHONE
This service allows you to purchase  additional  shares quickly and conveniently
through an electronic transfer of money. When you make an additional purchase by
telephone,  Janus will  automatically  debit your predesignated bank account for
the desired  amount.  To establish  the  telephone  purchase  option on your new
account,  complete  the  "Telephone  Purchase of Shares  Option"  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
Janus offers several  automatic  investment  programs to help investors  achieve
their financial goals as simply and conveniently as possible. You may open a new
account with a $500 initial purchase and $100 automatic subsequent investments.

o    AUTOMATIC MONTHLY
     INVESTMENT PROGRAM
     You  select  the day each month  that your  money  ($100  minimum)  will be
     electronically  transferred from your bank account to your Fund account. To
     establish this option,  complete the "Automatic Monthly Investment Program"
     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  ($100  minimum)  invested  directly into
     your Fund account.  To obtain information on establishing this option, call
     1-800-525-3713.

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


JANUS SPECIAL SITUATIONS FUND PROSPECTUS                       NOVEMBER 29, 1996

                                       7
<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 noted on page 9.

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

BY SYSTEMATIC EXCHANGE
As noted above, you may establish a Systematic  Exchange for as little as a $100
subsequent purchase per month on established  accounts.  You may establish a new
account with a $500 initial  purchase and subsequent $100 systematic  exchanges.
If the balance in the account you are exchanging from falls below the systematic
exchange amount,  all remaining shares will be exchanged and the program will be
discontinued.

EXCHANGE POLICIES
o    Except for Systematic Exchanges,  new accounts established by exchange must
     be opened  with  $2,500 or the total  account  value if the account you are
     exchanging from is less than $2,500.

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

o    You may  make  four  exchanges  out of the  Fund  during  a  calendar  year
     (exclusive of Systematic Exchanges) free of charge.

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

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

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

o    The 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 believed to be  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

Janus Internet Address
http://www.JanusFunds.com

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.

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

Janus Quoteline(R)                           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 9.

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 REDEMPTION OPTION
Systematic  Redemption Options allow you to redeem a specific dollar amount from
your account on a regular basis. For more  information on Systematic  Redemption
Options 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  can 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 SPECIAL SITUATIONS FUND PROSPECTUS                       NOVEMBER 29, 1996

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

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

WRITTEN INSTRUCTIONS
To redeem or exchange all or part of your shares in writing, your request should
be sent to one of the addresses  listed on page 7 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, and
o    your daytime telephone number.

o    SIGNATURE REQUIREMENTS BASED ON ACCOUNT TYPE

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

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

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

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

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

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

PRICING OF FUND SHARES
All  purchases,  redemptions  and  exchanges  will be  processed at the NAV next
calculated  after  your  request is  received  and  approved.  The Fund's NAV is
calculated  at the close of the  regular  trading  session of the New York Stock
Exchange (the "NYSE")  (normally 4:00 p.m. New York time) each day that the NYSE
is open.  In order to receive a day's price,  your order must be received by the
close of the regular trading session of the NYSE. 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  FUNDS  RESERVE  THE RIGHT TO  REQUIRE A  SIGNATURE  GUARANTEE  UNDER  OTHER
CIRCUMSTANCES  OR TO REJECT OR DELAY A REDEMPTION ON CERTAIN LEGAL GROUNDS.  FOR
MORE INFORMATION PERTAINING TO SIGNATURE GUARANTEES, PLEASE CALL 1-800-525-3713.

HOW TO OBTAIN A
SIGNATURE GUARANTEE

A signature  guarantee  assures  that a  signature  is  genuine.  The  signature
guarantee  protects  shareholders  from  unauthorized  account  transfers.   The
following financial  institutions may guarantee  signatures:  banks, savings and
loan associations,  trust companies, credit unions,  broker-dealers,  and member
firms of a national securities exchange.  Call your financial institution to see
if they have the ability to guarantee a signature. A SIGNATURE GUARANTEE MAY NOT
BE PROVIDED BY A NOTARY PUBLIC.

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


JANUS SPECIAL SITUATIONS FUND PROSPECTUS                       NOVEMBER 29, 1996

                                       9
<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, to exchange your shares or
to purchase  shares.  JETS can be accessed by calling  1-800-525-6125.  Calls on
JETS are limited to seven minutes.

ACCOUNT MINIMUMS
Minimum  account  sizes are noted on page 6. Due to the  proportionately  higher
costs of maintaining  small  accounts,  Janus reserves the right to deduct a $10
annual  maintenance  fee (or the  value of the  account  if less  than $10) from
accounts  with  values  below  the  minimums  described  above or to close  such
accounts.  This  policy will apply to accounts  participating  in the  Automatic
Monthly  Investment  Program  only if your  account  balance  does not reach the
required  minimum  initial  investment  or falls below such minimum and you have
discontinued  monthly  investments.  This policy does not apply to accounts that
fall below the minimums solely as a result of market value  fluctuations.  It is
expected that accounts will be valued in September. 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.

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 customer, may be the shareholder of
record  of your  shares.  The Fund is not  responsible  for the  failure  of any
Processing  Organization to carry out its obligations to its customers.  Certain
Processing  Organizations  may receive  compensation  from Janus  Capital or its
affiliates and certain  Processing  Organizations may receive  compensation from
the Fund for shareholder recordkeeping and similar services.

TAXPAYER IDENTIFICATION NUMBER
On 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 and will not be issued for
accounts  that  do  not  meet  the  minimum   investment   requirements.   Share
certificates  cannot be issued for  retirement  accounts.  In  addition,  if the
certificate is lost, there may be a replacement charge.

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

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

   
It may be  difficult to reach the Fund by  telephone  during  periods of unusual
market  activity.  If you are  unable to reach a  representative  by  telephone,
please consider sending written  instructions,  stopping by a Service Center, or
in the case of purchases and 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  include a list of the Fund's  portfolio
holdings,  will be mailed semiannually to all shareholders.  To reduce expenses,
only one copy of most financial reports will be mailed to accounts with the same
record address. Upon request, such reports will be mailed to all accounts in the
same  household.  Please  call  1-800-525-3713  if you  would  like  to  receive
additional reports.


JANUS SPECIAL SITUATIONS FUND PROSPECTUS                       NOVEMBER 29, 1996

                                       10
<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 the 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.  ("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

   
David C. Decker is Executive Vice  President and portfolio  manager of the Fund.
He joined  Janus in 1992 as a  research  analyst  and has  recently  focused  on
companies in the automotive and defense industries prior to assuming  management
responsibility  for the Fund.  He also assists  manager  James P. Craig with the
management of Janus Fund. He obtained an M.B.A. in finance from the Fuqua School
of Business at Duke University  (1990-1992) and a bachelor's degree in economics
and political  science from Tufts University.  He is also a Chartered  Financial
Analyst.
    

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

   
PERSONAL INVESTING
Janus Capital does not permit portfolio managers to purchase and sell securities
for their own accounts,  except under the limited exceptions  contained in Janus
Capital's policy governing personal  investing.  Janus Capital's policy requires
investment and other personnel to conduct their personal  investment  activities
in a manner that Janus Capital  believes is not detrimental to the Fund or Janus
Capital's other advisory clients. See the SAI for more detailed information.
    

BREAKDOWN OF MANAGEMENT EXPENSES AND EXPENSE LIMITS

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

Average Daily Net                  Annual Rate
Assets of Fund                     Percentage (%)
- --------------------------------------------------------------------------------
First $ 30 Million                 1.00%
Next $270 Million                   .75%
Next $200 Million                   .70%
Over $500 Million                   .65%
- --------------------------------------------------------------------------------
   
The 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 SPECIAL SITUATIONS FUND PROSPECTUS                       NOVEMBER 29, 1996

                                       11
<PAGE>
PORTFOLIO TRANSACTIONS

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

OTHER SERVICE PROVIDERS

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

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.

OTHER INFORMATION

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

As of the date of this Prospectus, the Trust offers 20 separate series, three of
which  currently  offer two  classes  of shares.  The Trust  offers the other 19
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 SPECIAL SITUATIONS FUND PROSPECTUS                       NOVEMBER 29, 1996


                                       12
<PAGE>
DISTRIBUTIONS AND TAXES

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

DISTRIBUTIONS
TO AVOID TAXATION, 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 ORDINARY INCOME DIVIDENDS.  NET REALIZED LONG-TERM GAINS
ARE PAID TO SHAREHOLDERS AS CAPITAL GAINS DISTRIBUTIONS.  DIVIDENDS ARE DECLARED
AND PAID QUARTERLY,  WHILE CAPITAL GAINS  DISTRIBUTIONS ARE DECLARED AND PAID IN
DECEMBER.

   
HOW DISTRIBUTIONS AFFECT
A FUND'S NAV
Distributions are paid to shareholders as of the record date of the distribution
of the Fund,  regardless  of how long the shares have been held.  Dividends  and
capital gains  awaiting  distribution  are included in the Fund's daily NAV. The
share  price of the Fund  drops by the  amount of the  distribution,  net of any
subsequent market fluctuations.  As an example,  assume that on December 31, the
Fund  declared a dividend in the amount of $0.25 per share.  If the Fund's share
price was $10.00 on December  30, the Fund's share price on December 31 would be
$9.75,   barring  market   fluctuations.   Shareholders  should  be  aware  that
distributions  from  a  taxable  mutual  fund  are a  taxable  event  and  not a
value-enhancing event.
    

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

DISTRIBUTION OPTIONS

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

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

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

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

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

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

TAXES

As with any investment, you should consider the tax consequences of investing in
the Fund. The following  discussion  does not apply to  tax-deferred  retirement
accounts,  nor is it a complete  analysis  of the federal  tax  implications  of
investing  in  the  Fund.  You  may  wish  to  consult  your  own  tax  adviser.
Additionally,  state or local taxes may apply to your investment, depending upon
the laws of your state of 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 SPECIAL SITUATIONS FUND PROSPECTUS                       NOVEMBER 29, 1996

                                       13
<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 types of instruments not precluded by the policies discussed  elsewhere in
this  Prospectus.  Please  refer to the SAI for a more  detailed  discussion  of
certain 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. For example, the Fund may purchase commercial paper
issued under Section 4(2) of the Securities Act
of 1933.
    

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

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

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

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

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.

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

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


JANUS SPECIAL SITUATIONS FUND PROSPECTUS                       NOVEMBER 29, 1996

                                       14
<PAGE>
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  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 SPECIAL SITUATIONS FUND PROSPECTUS                       NOVEMBER 29, 1996

                                       15
<PAGE>
APPENDIX B

EXPLANATION OF RATING CATEGORIES

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

Standard &Poor's Ratings Services

Bond Rating                   Explanation
- --------------------------------------------------------------------------------
Investment Grade
AAA                           Highest rating;  extremely  strong capacity to pay
                              principal and interest.
AA                            High   quality;   very  strong   capacity  to  pay
                              principal and interest.  A Strong  capacity to pay
                              principal and interest;  somewhat more susceptible
                              to the adverse  effects of changing  circumstances
                              and economic conditions.
BBB                           Adequate  capacity to pay  principal and interest;
                              normally exhibit adequate  protection  parameters,
                              but  adverse   economic   conditions  or  changing
                              circumstances  more  likely to lead to a  weakened
                              capacity to pay  principal  and interest  than for
                              higher rated bonds.
Non-Investment Grade
BB,  B,                       Predominantly  speculative  with  respect  to  the
                              issuer's  capacity to meet  required  interest and
                              principal payments.
CCC, CC, C                    BB - lowest degree of speculation; C - the highest
                              degree  of  speculation.  Quality  and  protective
                              characteristics  outweighed by large uncertainties
                              or major risk exposure to adverse conditions.
D                             In default.
- --------------------------------------------------------------------------------
Moody's Investors Service, Inc.
Investment Grade
Aaa                           Highest  quality,  smallest  degree of  investment
                              risk.
Aa                            High  quality;   together  with  Aaa  bonds,  they
                              compose the high-grade  bond group.
A                             Upper-medium  grade  obligations;  many  favorable
                              investment attributes.
Baa                           Medium-grade obligations; neither highly protected
                              nor poorly secured.  Interest and principal appear
                              adequate  for the present  but certain  protective
                              elements may be lacking or may be unreliable  over
                              any great length of time.
Non-Investment Grade
Ba                            More   uncertain,   with   speculative   elements.
                              Protection of interest and principal  payments not
                              well safeguarded during good and bad times.
B                             Lack  characteristics  of  desirable   investment;
                              potentially  low assurance of timely  interest and
                              principal   payments  or   maintenance   of  other
                              contract terms over time.
Caa                           Poor  standing,  may be in  default;  elements  of
                              danger  with  respect  to  principal  or  interest
                              payments.
Ca                            Speculative in a high degree;  could be in default
                              or have other marked shortcomings.
C                             Lowest-rated;  extremely  poor  prospects  of ever
                              attaining investment standing.
- --------------------------------------------------------------------------------
Unrated securities will be treated as noninvestment  grade securities unless the
portfolio  manager  determines  that  such  securities  are  the  equivalent  of
investment grade  securities.  Securities that have received  different  ratings
from more than one agency are considered investment grade if at least one agency
has rated the security investment grade.


JANUS SPECIAL SITUATIONS FUND PROSPECTUS                       NOVEMBER 29, 1996


                                       16



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