JANUS INVESTMENT FUND
497, 1997-05-01
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Janus Flexible Income Fund

Prospectus

[Logo]    Janus

<PAGE>

Contents
- ---------------------------------------
THE FUND AT A GLANCE
Brief description of the Fund ....... 1
- ---------------------------------------
EXPENSE INFORMATION
The Fund's annual operating expenses  1
Financial  Highlights - a summary
   of financial data ................ 2
- ---------------------------------------
THE FUND IN DETAIL
Investment Objective and Policies ... 3
General Portfolio Policies .......... 4
Additional Risk Factors ............. 5
- ---------------------------------------
PERFORMANCE TERMS
An Explanation of
   Performance Terms ................ 7
- ---------------------------------------
SHAREHOLDER'S MANUAL
Types of Account Ownership .......... 8
How to Open Your Janus Account ...... 9
How to Purchase Shares .............. 9
How to Exchange Shares .............. 9
How to Redeem Shares ............... 10
Shareholder Services
   and Account Policies .............11
- ---------------------------------------
MANAGEMENT OF THE FUND
Investment Adviser and
   Portfolio Managers .............. 13
Management Expenses ................ 13
Portfolio Transactions ............. 14
Other Service Providers ............ 14
Other Information .................. 14
- ---------------------------------------
DISTRIBUTIONS AND TAXES
Distributions ...................... 15
Taxes .............................. 15
- ---------------------------------------
APPENDIX A
Glossary of Investment Terms ....... 16
- ---------------------------------------
APPENDIX B
Explanation of Rating Categories ... 18

                           Janus Flexible Income Fund

                               100 Fillmore Street
                              Denver, CO 80206-4928
                                 1-800-525-3713
                            http://www.JanusFunds.com

                February 17, 1997 as supplemented April 30, 1997

Janus Flexible  Income Fund (the "Fund") is a no-load,  diversified  mutual fund
that seeks to obtain  maximum  total return,  consistent  with  preservation  of
capital, by investing primarily in income-producing securities.

The Fund may have substantial  holdings of high-yield debt securities,  commonly
known as "junk  bonds." See  "Additional  Risk  Factors" on page 5 for the risks
associated with investing in these securities.

For complete  information on how to purchase,  exchange and sell shares,  please
see the Shareholder's Manual beginning on page 8.

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  February  17, 1997,  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 NOR HAS THE SEC 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 to  obtain  maximum  total  return,
consistent with preservation of capital.

PRIMARY HOLDINGS:

A diversified fund that pursues its objective  primarily through  investments in
income-producing securities.

SHAREHOLDER'S INVESTMENT HORIZON:

The Fund is designed for long-term  investors who primarily  seek current income
and are willing to accept credit and other risks  associated with investments in
high-yield securities.

FUND ADVISER:

Janus Capital  Corporation  ("Janus  Capital")  serves as the Fund's  investment
adviser.  Janus Capital has been in the investment advisory business for over 26
years and currently manages approximately $50 billion in assets.

FUND MANAGERS:

Sandy R. Rufenacht
Ronald V. Speaker

FUND INCEPTION:

July 1987

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(1)
(expressed as a percentage of average net assets)
- --------------------------------------------------------------------------------
Management Fee                             0.60%
Other Expenses                             0.28%
- --------------------------------------------------------------------------------
Total Fund Operating Expenses              0.88%
- --------------------------------------------------------------------------------

(1)  The  information  in the table  above is based on expenses  before  expense
     offset arrangements for the fiscal year ended October 31, 1996.

EXAMPLE
 -------------------------------------------------------------------------------

                                     1 Year      3 Years     5 Years    10 Years
- --------------------------------------------------------------------------------
Assume you invest $1,000, the
Fund returns 5% annually and
its expense ratio remains as
listed above. This example shows
the operating expenses that you
would indirectly bear as an
investor in the Fund.                   $9          $28         $49        $108
- --------------------------------------------------------------------------------
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION  OF PAST OR FUTURE RETURNS
OR EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN.

                                       1
<PAGE>

Financial Highlights
Unless otherwise  noted,  the information  below is for fiscal periods ending on
October 31 of each year. The accounting firm of Price Waterhouse LLP has audited
the Fund's financial  statements beginning with the year ended October 31, 1990.
Their report is included in the Fund's Annual Report,  which is  incorporated by
reference into the SAI.

<TABLE>
<CAPTION>
                                               1996    1995    1994    1993  1992(1)  1991(2)  1990(2)  1989(2)  1988(2)  1987(3)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>     <C>    <C>      <C>      <C>      <C>      <C>      <C>      <C>     <C>
 1. Net asset value, beginning of period      $9.55   $8.96  $10.03   $9.26    $9.09    $8.01    $9.35    $9.99    $9.92   $10.00
- ---------------------------------------------------------------------------------------------------------------------------------
    Income from investment operations:
 2. Net investment income                      0.73    0.72    0.74    0.77     0.68     0.68     0.95     0.97     0.92     0.40
 3. Net gains or (losses) on securities
    (both realized and unrealized)             0.10    0.59  (0.86)    0.79     0.15     1.29   (1.38)   (0.56)     0.09   (0.07)
- ---------------------------------------------------------------------------------------------------------------------------------
 4. Total from investment operations           0.83    1.31  (0.12)    1.56     0.83     1.97   (0.43)     0.41     1.01     0.33
- ---------------------------------------------------------------------------------------------------------------------------------
    Less distributions:
 5. Dividends (from net investment income)   (0.73)  (0.72)  (0.72)  (0.77)   (0.66)   (0.72)   (0.91)   (0.97)   (0.92)    (.40)
 6. Distributions (from capital gains)           --      --  (0.23)  (0.02)       --   (0.17)       --   (0.08)   (0.02)    (.01)
- ---------------------------------------------------------------------------------------------------------------------------------
 7. Total distributions                      (0.73)  (0.72)  (0.95)  (0.79)   (0.66)   (0.89)   (0.91)   (1.05)   (0.94)   (0.41)
- ---------------------------------------------------------------------------------------------------------------------------------
 8. Net asset value, end of period            $9.65   $9.55   $8.96  $10.03    $9.26    $9.09    $8.01    $9.35    $9.99    $9.92
- ---------------------------------------------------------------------------------------------------------------------------------
 9. Total return*                             9.01%  15.35% (1.26%)  17.48%    9.43%   25.98%  (4.62%)    4.12%   10.70%    3.40%
- ---------------------------------------------------------------------------------------------------------------------------------
10. Net assets, end of period (in millions)    $604    $580    $377    $473     $205      $72      $14      $18      $10       $4
11. Average net assets for the
    period (in millions)                       $604    $450    $429    $338     $144      $33      $15      $15       $7       $2
12. Ratio of gross expenses to
    average net assets                        0.88%   0.96%     N/A     N/A      N/A      N/A      N/A      N/A      N/A      N/A
13. Ratio of net expenses to
    average net assets**                      0.87%   0.96%   0.93%   1.00%(4) 1.00%(4) 1.00%(4) 1.00%(4) 1.00%(4) 1.00%(4) 1.00%(4)
14. Ratio of net investment income
    to average net assets**                   7.60%   7.91%   7.75%   7.96%    8.98%    9.38%   11.24%   10.00%    9.32%    8.52%
15. Portfolio turnover rate**                  214%    250%    137%    201%     210%      88%      96%      75%      76%     130%
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  Fiscal period from January 1, 1992 to October 31, 1992.
(2)  Fiscal year ended on December 31st of each year.
(3)  Fiscal period from July 2, 1987 (inception) to December 31, 1987.
(4)  The ratio of  expenses  to average  net assets was 1.01% in 1993,  1.21% in
     1992 and 1.74% in 1991 before  voluntary  waiver of certain Fund  expenses.
     The ratio was 2% in prior years.
    *Total return is not annualized for periods of less than one full year.
   **Annualized for periods of less than one full year.

Understanding Financial Highlights

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

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

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

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

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

Ratio of net expenses to average net assets is the total of the Fund's operating
expenses divided by its average net assets for the stated period. Ratio of gross
expenses to average net assets does not reflect  reductions in expenses  through
the use of brokerage  commissions and uninvested cash balances  earning interest
with the Fund's custodian.

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

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

                                       2
<PAGE>

The Fund in Detail

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

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

INVESTMENT OBJECTIVE

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

TYPES OF INVESTMENTS

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

The Fund may invest  without  limit in foreign  securities,  including  those of
corporate  and  government  issuers.  The  Fund  may  invest  without  limit  in
high-yield/high-risk  securities  and  may  have  substantial  holdings  of such
securities.  The Fund may invest  without  limit in mortgage - and  asset-backed
securities and up to 10% in zero coupon, pay-in-kind and step coupon securities.
The risks of foreign  securities and high-yield  securities are described  under
"Additional Risk Factors" on page 5.

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

The Fund may also purchase  securities;  on a when-issued,  delayed  delivery or
forward commitment basis. In addition,  the Fund may use futures,  options,  and
other  derivatives  for hedging  purposes or for  non-hedging  purposes  such as
seeking to enhance return. See "Additional Risk Factors" on page 5.

When the Fund's  portfolio  manager  believes  that  market  conditions  are not
favorable for  profitable  investing or when the portfolio  manager is otherwise
unable to locate favorable investment opportunities,  the Fund's investments may
be  hedged  to a greater  degree  and/or  its cash or  similar  investments  may
increase. In other words, the Fund does not always stay fully invested in stocks
and bonds.  Cash and similar  investments  are a residual - they  represent  the
assets that remain after the portfolio manager has committed available assets to
desirable  investment  opportunities.  Securities that the Fund may invest in as
means of receiving a return on idle cash include  high-grade  commercial  paper,
certificates  of  deposit,   repurchase  agreements  or  other  short-term  debt
obligations including money market funds managed by Janus Capital.

The following questions are designed to help you better understand an investment
in the Fund.

What is meant by "credit quality"?
Credit quality measures the likelihood that the issuer will meet its obligations
on a bond. One of the fundamental  risks associated with all fixed-income  funds
is  credit  risk,  which is the  risk  that an  issuer  will be  unable  to make
principal  and  interest  payments  when due.  U.S.  government  securities  are
generally  considered  to be the safest  type of  investment  in terms of credit
risk. Municipal  obligations  generally rank between U.S. government  securities
and  corporate  debt  securities  in  terms of  credit  safety.  Corporate  debt
securities, particularly those rated below investment grade, present the highest
credit risk.
- --------------------------------------------------------------------------------
How is credit quality measured?
Ratings  published by nationally  recognized  rating agencies such as Standard &
Poor's Ratings Services  ("Standard & Poor's") and  Moody's  Investors  Service,
Inc. ("Moody's") are widely accepted  measures of credit risk. The  lower a bond
Issue is rated by an agency, the more credit risk it is considered to represent.
Lower rated  bonds generally  pay  higher  yields  to  compensate  investors for
the associated  risk.  Please  refer to Appendix B for a description  of  rating
categories.
- --------------------------------------------------------------------------------
What is a high-yield/high-risk security?
A high-yield  security  (also  called a "junk"  bond) is rated below  investment
grade by major rating agencies (i.e., BB or lower

                                       3
<PAGE>

by Standard & Poor's or Ba or lower by  Moody's)  or an unrated  bond of similar
quality.  It  presents  greater  risk of default  (the  failure  to make  timely
interest and principal payments) than higher quality bonds.
- --------------------------------------------------------------------------------
What risks do high-yield/high-risk securities present?
High-yield securities are often considered to be speculative and involve greater
risk of  default  or price  changes  due to changes  in  economic  and  industry
conditions  and the  issuer's  creditworthiness.  Their  market  prices  tend to
fluctuate  more than higher  quality  securities as a result of changes in these
factors.

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

The junk bond market can experience  sudden and sharp price swings.  Because the
Fund may invest a significant  portion of its portfolio in  high-yield/high-risk
securities,  investors in the Fund should be willing to tolerate a corresponding
increase in the risk of significant and sudden changes in NAV.
- --------------------------------------------------------------------------------
How do interest rates affect the value of my investment?
A  fundamental  risk  associated  with any fund  that  invests  in  fixed-income
securities  (e.g.,  a bond fund) is the risk that the value of the securities it
holds will rise or fall as interest  rates  change.  Generally,  a  fixed-income
security will  increase in value when interest  rates fall and decrease in value
when interest rates rise. Longer-term securities are generally more sensitive to
interest rate changes than  shorter-term  securities,  but they generally  offer
higher yields to compensate  investors for the  associated  risks. A bond fund's
average-weighted  maturity  and its  duration  are  measures of how the fund may
react to  interest  rate  changes.  High-yield  bond prices are  generally  less
directly  responsive to interest rate changes than  investment  grade issues and
may not always follow this pattern.
- --------------------------------------------------------------------------------
How does the Fund manage interest rate risk?
The Fund may vary the average-weighted  maturity of its portfolio to reflect its
portfolio  manager's  analysis of interest  rate trends and other  factors.  The
Fund's  average-weighted  maturity  will tend to be shorter  when its  portfolio
manager  expects  interest  rates to rise and longer when its portfolio  manager
expects interest rates to fall. The Fund may also use futures, options and other
derivatives to manage interest rate risk. See "Additional  Risk Factors" on page
5.
- --------------------------------------------------------------------------------
What is meant by the Fund's "average-weighted maturity"?
The stated  maturity of a bond is the date when the issuer must repay the bond's
entire  principal  value to an investor,  such as the Fund. Some types of bonds,
such as mortgage-backed securities and securities with call provisions, may also
have an "effective  maturity" that is shorter than the stated date. With respect
to GNMA securities and other mortgage-backed  securities,  effective maturity is
likely to be substantially  less than the stated  maturities of the mortgages in
the  underlying  pools.  With  respect  to  obligations  with  call  provisions,
effective  maturity  is  typically  the next call  date on which the  obligation
reasonably may be expected to be called.  Securities  without prepayment or call
provisions  generally have an effective maturity equal to their stated maturity.
Average-weighted  effective  maturity is  calculated  by averaging the effective
maturity of bonds held by the Fund with each  maturity  "weighted"  according to
the percentage of net assets that it represents.
- --------------------------------------------------------------------------------
What is meant by the Fund's "duration"?
A bond's  duration  indicates the time it will take an investor to recoup his or
her investment.  Unlike average  maturity,  duration reflects both principal and
interest  payments.  Generally,  the higher the coupon rate on a bond, the lower
its duration will be. The duration of a bond fund is calculated by averaging the
duration of bonds held by a fund with each duration "weighted"  according to the
percentage  of net assets that it  represents.  Because  duration  accounts  for
interest  payments,  the Fund's  duration  is usually  shorter  than its average
maturity.

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.

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

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

o    As a fundamental  policy, with respect to 75% of its total assets, the Fund
     will not purchase a security of any issuer  (other than cash items and U.S.
     government  securities,  as defined in the 1940 Act) if such purchase would
     cause the Fund's  holdings  of that issuer to amount to more than 5% of the
     Fund's total assets.

o    The Fund  will  invest  no more  than 25% of its  total  assets in a single
     issuer (other than U.S. government securities).

                                       4
<PAGE>

Industry Concentration
As a  fundamental  policy,  the Fund  will not  invest  25% or more of its total
assets in any particular industry (excluding U.S. government securities).

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

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

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

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

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
and Moody's.

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

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

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

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

                                       5
<PAGE>

Foreign Securities

Investments in foreign securities,  including those of foreign governments,  may
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 denominated 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 greater risks such as immature
     economic   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.

Foreign securities purchased indirectly (e.g.,  depositary receipts) are subject
to many of the above risks, including currency risk, because their values depend
on the performance of a foreign security denominated in its home currency.

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

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

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

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

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

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

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

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.

                                       6
<PAGE>

When  the  Fund  invests  in a  derivative  instrument,  it may be  required  to
segregate cash and other 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.

Short Sales
The Fund may engage in "short sales  against the box." This  technique  involves
selling  either a security that the Fund owns, or a security  equivalent in kind
and amount to the security sold short that the Fund has the right to obtain, for
delivery  at a specified  date in the  future.  The Fund will enter into a short
sale against the box to hedge against  anticipated  declines in the market price
of portfolio  securities  or to defer an  unrealized  gain.  If the value of the
securities sold short  increases prior to the scheduled  delivery date, the Fund
loses the opportunity to participate in the gain.

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

See Appendix A for risks associated with certain other investments.
- --------------------------------------------------------------------------------
Performance Terms

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

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

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

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

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

The Fund imposes no sales or other charges that would affect yield computations.
Fund performance  figures are based upon historical results and are not intended
to  indicate  future  performance.  Investment  returns and net asset value will
fluctuate so that an investor's shares, when redeemed, may be worth more or less
than their original cost.

                                       7
<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.
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
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 a minor.  To open an UGMA or
     UTMA account,  you must include the minor's Social  Security  number on the
     application.

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

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

RETIREMENT ACCOUNTS

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

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

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

o    Individual  Retirement Account ("IRA"): An IRA allows individuals under the
     age of 70 1/2 with earned  income to  contribute up to the lesser of $2,000
     ($4,000 for most married couples) or 100% of compensation annually.  Please
     refer to the Janus 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.

                                       8
<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. Send all items to one of the following addresses:

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

For Overnight Carrier
- ---------------------
Janus
Suite 101
3773 Cherry Creek North Drive
Denver, CO 80209-3811

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

100 Fillmore Street, Suite 100
Denver, CO 80206

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

HOW TO PURCHASE SHARES

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

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

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

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

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.

HOW TO EXCHANGE SHARES

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

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

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

                                       9
<PAGE>

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 must be opened with $2,500 or
     the total account value if the value of 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

Mailing Address
Janus
P.O. Box 173375
Denver, CO 80217-3375

For Overnight Carrier
Janus
Suite 101
3773 Cherry Creek North Drive
Denver, CO 80209-3811

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.

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 10.

By Telephone
Most  accounts  have the  telephone  redemption  option,  unless this option was
specifically  declined on the application or in writing. This option enables you
to  redeem  up  to  $100,000   daily  from  your   account  by  simply   calling
1-800-525-3713 by 4:00 p.m. New York time.

Systematic Redemption Option
Systematic  Redemption Options allow you to redeem a specific dollar amount from
your  account  on a  regular  basis.  For more  information  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.

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.

                                       10
<PAGE>
        
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 9 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.

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.

SIGNATURE GUARANTEE

In  addition  to the  signature  requirements,  a  signature  guarantee  is also
required if any of the following is applicable:

o    The redemption exceeds $100,000.

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

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

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

The Fund  reserves  the  right to  require a  signature  guarantee  under  other
circumstances  or to reject or delay a redemption on certain legal grounds.  For
more information pertaining to signature guarantees, please call 1-800-525-3713.

HOW TO OBTAIN A SIGNATURE GUARANTEE

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

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

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.  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.

SHAREHOLDER SERVICES AND ACCOUNT POLICIES

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

Janus Web Site
Janus maintains a Web site located at http://www.JanusFunds.com.  You can access
information  such as your  account  balance  and the Fund's NAV  through the Web
site. In addition,  you may request  and/or  download a prospectus for any Janus
fund.

Account  Minimums
Minimum  account sizes are noted on page 8. An account  established on or before
February  18, 1996 is  required to meet the minimum  balances in effect when the
account was established ($1,000 for regular accounts and $250 for retirement and
UGMA/UTMA  accounts).  An active Automatic Monthly  Investment (AMI) on any such
account  exempted  it  from  any  minimum  initial  investment  requirement  and
continues to do so. In addition, an active AMI on these accounts may continue at
$50 per month,  provided there is no interruption in the AMI program.  All other
subsequent investments must meet the $100 required minimum.

                                       11
<PAGE>

Due to the  proportionately  higher costs of maintaining  small accounts,  Janus
reserves  the right to  deduct a $10  minimum  balance  fee (or the value of the
account if less than $10) from accounts with values below the minimums described
on  page  8  or  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.  Processing  Organizations  may also impose other charges or  restrictions
different from those applicable to shareholders who invest in the Fund directly.
A 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. Share certificates  cannot
be issued for  retirement  accounts.  In addition,  if the  certificate is lost,
there may be a replacement charge.

Involuntary Redemption
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 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
Investors   participating  in  an  automatic  investment  program  will  receive
quarterly  confirmations of all  transactions and dividends.  The Fund will send
you a transaction confirmation statement after every non-systematic transaction.
Tax 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.

                                       12
<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 began serving as investment adviser to certain series of the Trust
in 1970 and currently serves as investment adviser to all of the Janus funds, as
well as adviser or subadviser to other mutual funds and  individual,  corporate,
charitable and retirement accounts.

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

Janus Capital  furnishes  continuous advice and  recommendations  concerning 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.  The Fund pays all of its
expenses not assumed by Janus Capital,  including  auditing fees and independent
Trustees' fees and expenses.

PORTFOLIO MANAGER

Sandy R.  Rufenacht is Executive Vice President and co-manager of the Fund which
he has managed  since June 1996.  He is Executive  Vice  President and portfolio
manager of Janus  Short-Term Bond Fund, which he has managed since January 1996.
Since June 1996 he has served as Executive  Vice  President  and  co-manager  of
Janus  High-Yield  Fund. Mr.  Rufenacht  joined Janus Capital in 1990 and gained
experience as a trader and research analyst before assuming  management of these
funds.  He holds a Bachelor of Arts in Business from the  University of Northern
Colorado.
- --------------------------------------------------------------------------------
Ronald V. Speaker is Executive Vice President and portfolio manager of the Fund,
which he has managed since  December  1991.  Mr. Speaker joined Janus Capital in
1986 and also  manages  Janus  High-Yield  Fund.  He  previously  managed  Janus
Short-Term  Bond Fund and Janus Federal  Tax-Exempt  Fund from their  inceptions
through  December  1995.  He  holds  a  Bachelor  of Arts in  Finance  from  the
University of Colorado and is a Chartered Financial Analyst.

In January 1997, Mr. Speaker settled an SEC administrative  action involving two
personal trades made by him in January of 1993. Without admitting or denying the
allegations,  Mr.  Speaker  agreed to civil  money  penalty,  disgorgement,  and
interest payments totaling $37,199 and to a 90-day suspension ending on or about
April 26, 1997.

BREAKDOWN OF MANAGEMENT EXPENSES AND EXPENSE LIMITS

The Fund pays Janus Capital a management fee equal, on an annual basis, to 0.65%
of the first  $300  million  in assets and 0.55% of all assets in excess of $300
million.  The fee is calculated daily and paid monthly.  The advisory  agreement
with the Fund spells out the  management  fee and other  expenses  that the Fund
must pay.  Janus Capital will waive certain fees and expenses to the extent that
the Fund's total  expenses  exceed 1.00%.  Janus Capital may modify or terminate
this waiver at any time upon at least 90 days' notice to the Trustees.

The actual management fee paid by the Fund for the fiscal year ended October 31,
1996,  was 0.60% of the value of the Fund's  average daily net assets.  The Fund
incurs  expenses  not assumed by Janus  Capital,  including  transfer  agent and
custodian fees and expenses, legal and auditing fees, printing and mailing costs
of  sending  reports  and  other  information  to  existing  shareholders,   and
independent Trustees' fees and expenses.

                                       13
<PAGE>

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.

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  serving to reduce those
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 0351
Boston, Massachusetts 02117-0351

Transfer Agent
Janus Service Corporation
P.O. Box 173375
Denver, Colorado 80217-3375

Distributor
Janus Distributors, Inc.
100 Fillmore Street
Denver, Colorado 80206-4928

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 19 separate series, three of
which currently offer three classes of shares.

The Trust currently offers the other 18 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 all series of the Trust  created after April
30, 1992, have voted to vest authority to use this  investment  structure in the
sole discretion of the Trustees.  No further approval of the shareholders of the
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.

                                       14
<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
daily and paid as of the last business day of each month. If a month begins on a
Saturday, Sunday or holiday, dividends for those days are paid at the end of the
preceding month.  Capital gains  distributions (if any) are declared and paid in
December. Notices of dividends are mailed as of each calendar quarter end.

How Distributions Affect 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 not  value-enhancing and may create
income tax obligations.

"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.

                                       15
<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.

Certificates of Participation ("COPs") are certificates representing an interest
in a pool of securities. Holders are entitled to a proportionate interest in the
underlying securities. Municipal lease obligations are often sold in the form of
COPs. See "Municipal lease obligations" below.

Commercial  paper is a short-term debt obligation with a maturity ranging from 1
to 270 days  issued by banks,  corporations  and other  borrowers  to  investors
seeking to invest idle cash. 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."

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

Mortgage- and asset-backed securities are shares in a pool of mortgages or other
debt. These securities are generally pass-through  securities,  which means that
principal and interest  payments on the underlying  securities  (less  servicing
fees) are passed through to shareholders on a pro rata basis.  These  securities
involve  prepayment  risk,  which is the risk that the  underlying  mortgages or
other  debt may be  refinanced  or paid off  prior  to their  maturities  during
periods of declining  interest  rates.  In that case, 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.

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

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

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

Pay-in-kind bonds are debt securities that normally give the issuer an option to
pay cash at a coupon  payment  date or give the holder of the security a similar
bond  with the same  coupon  rate and a face  value  equal to the  amount of the
coupon payment that would have been made.

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  primarily  to provide cash to satisfy  unusually  heavy
redemption requests, or for other temporary or emergency purposes.

                                       16
<PAGE>

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.

Step coupon bonds are debt  securities  that trade at a discount from their face
value and pay coupon  interest.  The discount from the face value depends on the
time remaining until cash payments begin,  prevailing interest rates,  liquidity
of the security and the perceived credit quality of the issuer.

Strip bonds 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.

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

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

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

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

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

Zero  coupon  bonds are debt  securities  that do not pay  interest  at  regular
intervals,  but  are  issued  at  a  discount  from  face  value.  The  discount
approximates the total amount of interest the security will accrue from the date
of  issuance  to  maturity.  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 on
the value of  securities  denominated  in, or whose value is tied to, a currency
other than the U.S.  dollar 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 contracts.  An option on a futures contract gives the buyer the
right, but not the obligation,  to buy or sell a futures contract at a specified
price on or before a specified  date.  Futures  contracts and options on futures
are standardized and traded on designated exchanges.

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

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

Inverse  floaters  are debt  instruments  whose  interest  rate bears an inverse
relationship to the interest rate on another instrument.

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.

                                       17
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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 are treated as noninvestment  grade unless the portfolio
     manager  determines  that such  securities are the equivalent of investment
     grade securities. Split rated securities may be treated as investment grade
     so long as at least one major agency has rated the  security as  investment
     grade.

SECURITIES HOLDINGS BY RATING CATEGORY
During the fiscal  period ended October 31, 1996,  the  percentage of securities
holdings for the Fund by rating  category based upon a weighted  monthly average
was:

         Bonds - S&P Rating                                  The Fund
         AAA                                                      10%
         AA                                                        0%
         A                                                        16%
         BBB                                                      13%
         BB                                                       14%
         B                                                        32%
         CCC                                                       1%
         CC                                                        0%
         C                                                         0%
         Preferred Stock                                           2%
         Cash and Options                                         12%
         ------------------------------------------------------------
         TOTAL                                                   100%
         ------------------------------------------------------------



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