JANUS INVESTMENT FUND
485BPOS, 1997-02-14
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                                                        Registration No. 2-34393

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

         Pre-Effective Amendment No.                    /__/

         Post-Effective Amendment No.   80              /X/

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
         OF 1940

         Amendment No.   63                             /X/

                        (Check appropriate box or boxes.)

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

100 Fillmore Street, Denver, Colorado 80206-4928
Address of Principal Executive Offices           (Zip Code)

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

David C. Tucker  - 100 Fillmore Street, Denver, Colorado 80206-4928
(Name and Address of Agent for Service)

Approximate Date of Proposed Offering:  February 17, 1997

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

     ___  immediately  upon  filing  pursuant to  paragraph  (b) of Rule 485.

     _X_  on February 17, 1997, pursuant to paragraph (b) of Rule 485.

     ___  60 days after filing pursuant to paragraph (a)(1) of Rule 485.

     ___  on (date) pursuant to paragraph (a)(1) of Rule 485.

     ___  75 days after filing pursuant to paragraph (a)(2) of Rule 485.

     ___  on (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following line:
     ___  this  post-effective  amendment  designates a new effective date for a
          previously filed post-effective amendment.

Registrant has registered an indefinite number of shares of beneficial  interest
under the  Securities  Act of 1933  pursuant to Rule  24f-2(a)  and filed a Rule
24f-2 Notice on December 13, 1996,  for the fiscal year ended  October 31, 1996,
with  respect to all of its series and  classes in  existence  as of October 31,
1996.

<PAGE>
                              JANUS INVESTMENT FUND

                              Cross Reference Sheet
                     Between the Prospectus and Statement of
                    Additional Information and Form N-1A Item
           (Cross Reference Sheet for Janus Special Situations Fund is
    included in a previous post-effective amendment relating to that series)


FORM N-1A ITEM                          CAPTION IN PROSPECTUS

PART A


 1.  Cover Page                         Cover Page

 2.  Synopsis                           Cover  Page;  Fund(s)  at a  Glance  (in
                                        Combined  Income,  Combined  Equity  and
                                        Venture   Prospectuses  only);   Expense
                                        Information

3.   Condensed Financial                Financial  Highlights  (not  included in
     Information                        Money  Market  Funds  -  Service  Shares
                                        Prospectus); Understanding the Financial
                                        Highlights (not included in Money Market
                                        Funds  -  Institutional   Prospectus  or
                                        Money  Market  Funds  -  Service  Shares
                                        Prospectus);   Performance   Terms   (in
                                        Combined  Income,  Combined  Equity  and
                                        Venture Prospectuses only);  Performance
                                        (Money Market Fund -  Institutional  and
                                        Service Shares Prospectuses only)

<PAGE>
 4.  General Description of             Fund(s) at a Glance (in Combined Income,
     Registrant                         Combined Equity and Venture Prospectuses
                                        only);   The   Fund(s)   in  Detail  (in
                                        Combined  Income,  Combined  Equity  and
                                        Venture  Prospectuses only);  Investment
                                        Objectives and Policies (Combined Income
                                        and Combined Equity  Prospectuses only);
                                        Investment   Objective   and   Types  of
                                        Investments  (Venture  Prospectus  only)
                                        and Investment Objectives,  Policies and
                                        Techniques    (Money   Market   Fund   -
                                        Institutional    and   Service    Shares
                                        Prospectuses  only);  General  Portfolio
                                        Policies   (Combined  Income,   Combined
                                        Equity and Venture  Prospectuses  only);
                                        Common Investment Policies (Money Market
                                        Fund  Institutional   Prospectus  only);
                                        Additional Risk Factors (not included in
                                        Money    Market    Fund    Institutional
                                        Prospectus);  Appendix A -  Glossary  of
                                        Investment   Terms   (Combined   Income,
                                        Combined Equity and Venture Prospectuses
                                        only);   Appendix  B  -  Explanation  of
                                        Rating   Categories   (Combined   Income
                                        Prospectus only)

 5.  Management of the Fund             Management  of  the  Fund(s)   (Combined
                                        Income,   Combined  Equity  and  Venture
                                        Prospectuses  only);  Investment Adviser
                                        and  Administrator  (Money Market Fund -
                                        Institutional,    Service   Shares   and
                                        Combined Income Prospectuses only)

5A.  Management's Discussion of         Not Applicable
     Fund Performance

6.   Capital Stock and Other            Distributions  and Taxes;  Shareholder's
     Securities                         Manual;   Shareholder's   Guide   (Money
                                        Market Funds - Institutional and Service
                                        Shares Prospectuses only)

7.   Purchase of Securities Being       Shareholder's   Manual;    Shareholder's
     Offered                            Guide    (Money     Market    Funds    -
                                        Institutional    and   Service    Shares
                                        Prospectuses only)

8.   Redemption or Repurchase           Shareholder's   Manual;    Shareholder's
                                        Guide    (Money     Market    Funds    -
                                        Institutional    and   Service    Shares
                                        Prospectuses only)

9.   Pending Legal Proceedings          Not Applicable

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


 10. Cover Page                         Cover Page

 11. Table of Contents                  Table of Contents

 12. General Information and            Miscellaneous Information
     History

 13. Investment Objectives and          Investment  Policies,  Restrictions  and
     Policies                           Techniques  (Combined  Equity and Income
                                        and  Venture  Statements  of  Additional
                                        Information only);  Investment  Policies
                                        and  Restrictions  (Money  Market  Funds
                                        Statements  of  Additional   Information
                                        only);    Types   of   Securities    and
                                        Investment  Techniques;   Appendix  A  -
                                        Description of Securities Ratings (Money
                                        Market Funds  Statements  of  Additional
                                        Information   only);    Appendix   B   -
                                        Description   of  Municipal   Securities
                                        (Money   Market  Funds   Statements   of
                                        Additional Information only); Appendix A
                                        -  Explanation   of  Rating   Categories
                                        (Combined  Equity and Income and Venture
                                        Statements  of  Additional   Information
                                        only)

 14. Management of the Fund             Investment Adviser (Combined and Venture
                                        Statements  of  Additional   Information
                                        only);     Investment     Adviser    and
                                        Administrator    (Money   Market   Funds
                                        Statements  of  Additional   Information
                                        only); Officers and Trustees

 15. Control Persons and Principal      Principal Shareholders
     Holders of Securities

 16. Investment Advisory and Other      Investment Adviser (Combined and Venture
     Services                           Statements  of  Additional   Information
                                        only);     Investment     Adviser    and
                                        Administrator    (Money   Market   Funds
                                        Statements  of  Additional   Information
                                        only);  Custodian,  Transfer  Agent  and
                                        Certain     Affiliations;      Portfolio
                                        Transactions and Brokerage; Officers and
                                        Trustees; Miscellaneous Information

 17. Brokerage Allocation and           Portfolio Transactions and Brokerage
     Other Practices

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

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

 20. Tax Status                         Income    Dividends,    Capital    Gains
                                        Distributions  and Tax Status  (Combined
                                        Equity and Income and Venture Statements
                                        of   Additional    Information    only);
                                        Dividends  and Tax Status  (Money Market
                                        Funds     Statements    of    Additional
                                        Information only)

 21. Underwriters                       Custodian,  Transfer  Agent and  Certain
                                        Affiliations

 22. Calculation of Performance         Performance Information (Combined Equity
     Data                               and Income  and  Venture  Statements  of
                                        Additional       Information      only);
                                        Performance  Data  (Money  Market  Funds
                                        Statements  of  Additional   Information
                                        only)

 23. Financial Statements               Financial Statements
<PAGE>
CONTENTS

- --------------------------------------------------------------------------------
FUNDS AT A GLANCE
Brief description of each Fund .............................................   1
- --------------------------------------------------------------------------------
EXPENSE INFORMATION
Each Fund's annual
   operating expenses ......................................................   3
Financial Highlights-a summary
   of financial data .......................................................   4
- --------------------------------------------------------------------------------
THE FUNDS IN DETAIL
Investment Objectives and Policies .........................................   8
General Portfolio Policies .................................................  11
Additional Risk Factors ....................................................  12
- --------------------------------------------------------------------------------
SHAREHOLDER'S MANUAL
Types of Account Ownership .................................................  14
How to Open Your Janus Account .............................................  15
How to Purchase Shares .....................................................  15
How to Exchange Shares .....................................................  15
How to Redeem Shares .......................................................  16
Shareholder Services
   and Account Policies ....................................................  17
- --------------------------------------------------------------------------------
MANAGEMENT OF THE FUNDS
Investment Adviser and
   Investment Personnel ....................................................  19
Management Expenses ........................................................  20
Portfolio Transactions .....................................................  20
Other Service Providers ....................................................  20
Other Information ..........................................................  21
- --------------------------------------------------------------------------------
DISTRIBUTIONS AND TAXES
Distributions ..............................................................  22
Taxes ......................................................................  23
- --------------------------------------------------------------------------------
PERFORMANCE TERMS
An Explanation of Performance Terms ........................................  23
- --------------------------------------------------------------------------------
APPENDIX A
Glossary of Investment Terms ...............................................  24



                              JANUS INVESTMENT FUND
                               JANUS EQUITY FUNDS

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

                                February 17, 1997



A FAMILY OF NO-LOAD MUTUAL FUNDS

All Janus funds are no-load  investments.  This means you may  purchase and sell
shares in any of our mutual funds without  incurring any sales  charges.  If you
enroll in our low minimum initial investment program,  you can open your account
for as little as $500 and a $100 subsequent purchase per month.  Otherwise,  the
minimum  initial  investment  is  $2,500.  For  complete  information  on how to
purchase,  exchange  and  sell  shares,  please  see  the  Shareholder's  Manual
beginning on page 14.

   
This Prospectus describes ten mutual funds that emphasize growth of capital or a
combination  of growth and  income  (the  "Funds").  Janus  Capital  Corporation
("Janus  Capital") serves as investment  adviser to each Fund. Janus Capital has
been in the investment advisory business for over 26 years and currently manages
approximately $50 billion in assets.
    

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

Additional information about the Funds 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 Funds 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 Funds.

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.


                                          JANUS EQUITY FUNDS COMBINED PROSPECTUS
<PAGE>
FUNDS AT A GLANCE

This  section is designed to provide you with a brief  overview of the Funds and
their investment  emphasis.  A more detailed discussion of the Funds' investment
objectives  and  policies  begins on page 8 and complete  information  on how to
purchase, redeem and exchange shares begins on page 15.

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

GROWTH FUNDS

JANUS FUND

Fund  Focus:  A  diversified  fund that  seeks  long-term  growth of  capital by
investing  primarily in common stocks, with an emphasis on companies with larger
market capitalizations.
Fund Inception: February 1970
Fund Manager: James P. Craig, III
Assistant Fund Managers: David Decker
                         Blaine Rollins


JANUS ENTERPRISE FUND

Fund Focus:  A  nondiversified  fund that seeks  long-term  growth of capital by
investing  primarily in common stocks,  with an emphasis on securities issued by
medium-sized companies.
Fund Inception: September 1992
Fund Manager: James P. Goff


JANUS MERCURY FUND

Fund  Focus:  A  diversified  fund that  seeks  long-term  growth of  capital by
investing primarily in common stocks of companies of any size.
Fund Inception: May 1993
Fund Manager: Warren B. Lammert
Assistant Fund Manager: Tom Malley


JANUS OLYMPUS FUND

Fund Focus:  A  nondiversified  fund that seeks  long-term  growth of capital by
investing  primarily in common stocks of companies of any size.
Fund Inception: December 1995
Fund Manager: Scott W. Schoelzel
Assistant Fund Manager: Mike Lu


JANUS OVERSEAS FUND

Fund  Focus:  A  diversified  fund that  seeks  long-term  growth of  capital by
investing primarily in common stocks of foreign companies.
Fund Inception: May 1994
Fund Manager: Helen Young Hayes
Assistant Fund Manager: Laurence Chang


JANUS TWENTY FUND

Fund Focus:  A  nondiversified  fund that seeks  long-term  growth of capital by
normally  concentrating  its  investments  in a core  position  of 20-30  common
stocks.
Fund Inception: April 1985
Fund Manager: Thomas F. Marsico
Assistant Fund Managers: Marc Pinto
                         Claire Young


JANUS WORLDWIDE FUND

   
Fund  Focus:  A  diversified  fund that  seeks  long-term  growth of  capital by
investing primarily in common stocks of foreign and domestic issuers.
    
Fund Inception: May 1991
Fund Manager: Helen Young Hayes
Assistant Fund Manager: Laurence Chang

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

COMBINATION FUNDS

JANUS BALANCED FUND

Fund Focus: A diversified fund that seeks long-term growth of capital,  balanced
by current income.  The Fund normally invests 40-60% of its assets in securities
selected  primarily  for their  growth  potential  and  40-60% of its  assets in
securities selected primarily for their income potential.
Fund Inception: September 1992
Fund Manager: Blaine P. Rollins


JANUS EQUITY INCOME FUND

Fund Focus: A diversified fund that seeks current income and long-term growth of
capital by investing primarily in income-producing equity securities.
Fund Inception: June 1996
Fund Manager: Blaine P. Rollins


JANUS GROWTH AND INCOME FUND

Fund Focus:  A diversified  fund that seeks  long-term  growth of capital with a
limited  emphasis on income.  Although the Fund normally invests at least 25% of
its assets in  securities  that have  income  potential,  it  emphasizes  equity
securities selected for their growth potential.
Fund Inception: May 1991
Fund Manager: Thomas F. Marsico
Assistant Fund Managers: Marc Pinto
                         Claire Young


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       1
<PAGE>
- --------------------------------------------------------------------------------
JANUS SPECTRUM

   
The spectrum below shows Janus Capital's  assessment of the potential volatility
of the Janus Funds relative to one another and should not be used to compare the
Funds to other mutual funds or other types of investments.  A Fund's position in
the  spectrum  was  determined  based on a number of  factors  such as  selected
historic  volatility  measurements,  the types of  securities  in which the Fund
intends to invest, the degree of diversification  intended and/or permitted, and
the size of the Fund. In addition, the spectrum is significantly affected by the
portfolio managers'  investment styles.  These factors were considered as of the
date of this  prospectus  and  will be  reassessed  with  each  new  prospectus.
Increased  volatility  results in increased  fluctuations  in a Fund's net asset
value  per  share.  Increased  volatility  may be  associated  with a Fund  that
undertakes more risk in order to seek greater returns. Specific risks of certain
types of  instruments in which some of the Funds may invest,  including  foreign
securities,  junk bonds and derivative instruments such as futures contracts and
options,  are described  under  "Additional  Risk  Factors" on pages 12-13.  THE
SPECTRUM IS NOT INDICATIVE OF THE FUTURE VOLATILITY OR PERFORMANCE OF A FUND AND
RELATIVE POSITIONS OF FUNDS WITHIN THE SPECTRUM MAY CHANGE.
    

[SPECTRUM CHART]

   
The spectrum illustrates the potential volatility of the Janus funds relative to
one another. The funds' volatility ranges from low to high. The Growth Funds are
illustrated as follows: Janus Fund* is shown as moderate; Janus Enterprise Fund*
is shown as high; Janus Mercury Fund* is shown as moderately-high; Janus Olympus
Fund* is shown as high;  Janus Overseas Fund* is shown as  moderately-high  (but
less volatile than Janus Mercury Fund);  Janus Special Situations Fund* is shown
as moderately-high (the same as Janus Mercury Fund); Janus Twenty Fund* is shown
as moderately-high  (the same as Janus Special Situations Fund and Janus Mercury
Fund);  Janus  Venture  Fund,  which is  closed  to new  investors,  is shown as
moderately-high  (the same as Janus Mercury Fund, Janus Special  Situations Fund
and Janus Twenty Fund); Janus Worldwide Fund* is shown as  moderately-high  (but
less volatile than Janus Overseas Fund).  The Combination  Funds are illustrated
as follows: Janus Balanced Fund* is shown as moderate;  Janus Equity Income Fund
is shown as moderate  (but more volatile than Janus  Balanced  Fund);  and Janus
Growth and Income Fund* is shown as moderately-high.  The Fixed-Income Funds are
illustrated  as follows:  Janus Flexible  Income Fund is shown as  low-moderate;
Janus  High-Yield  Fund is shown as moderate;  Janus Federal  Tax-Exempt Fund is
shown as low-moderate (but less volatile than Janus Flexible Income Fund); Janus
Short-Term  Bond  Fund is shown as low (but less  volatile  than  Janus  Federal
Tax-Exempt Fund). The Money Market Funds are illustrated as follows: Janus Money
Market Fund is shown as low (but less volatile than Janus Short-Term Bond Fund);
Janus Government Money Market Fund is shown equally as low as Janus Money Market
Fund;  and Janus  Tax-Exempt  Money Market Fund is shown equally as low as Janus
Government Money Market Fund.
    
*These funds are offered by separate prospectuses.
+This fund is closed to new investors and is offered by a separate prospectus.


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       2
<PAGE>
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  Funds.  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 each  Fund's  assets  and  include  fees for  portfolio  management,
maintenance of shareholder accounts, shareholder servicing, accounting and other
services.

- --------------------------------------------------------------------------------
   
WHY DO EXPENSES  VARY ACROSS THE FUNDS?  EXPENSES  VARY FOR A NUMBER OF REASONS,
INCLUDING FUND SIZE, DIFFERENCES IN MANAGEMENT FEES, AVERAGE SHAREHOLDER ACCOUNT
SIZE, THE FREQUENCY OF DIVIDEND PAYMENTS,  AND THE EXTENT OF FOREIGN INVESTMENTS
WHICH ENTAIL GREATER TRANSACTION COSTS.
    

SHAREHOLDER TRANSACTION EXPENSES (applicable to each Fund)

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

<TABLE>
                                                 Management Fee          Other Expenses     Total Fund Operating Expenses
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                     <C>                       <C>
   
Janus Fund                                            0.65%                   0.21%                     0.86%
Janus Enterprise Fund                                 0.73%                   0.41%                     1.14%
Janus Mercury Fund                                    0.67%                   0.35%                     1.02%
Janus Olympus Fund                                    0.78%                   0.39%                     1.17%
Janus Overseas Fund                                   0.75%                   0.51%                     1.26%
Janus Twenty Fund                                     0.66%                   0.27%                     0.93%
Janus Worldwide Fund                                  0.67%                   0.35%                     1.02%
Janus Balanced Fund                                   0.80%                   0.43%                     1.23%
Janus Equity Income Fund                              1.00%                   0.79%(2)                  1.79%
Janus Growth and Income Fund                          0.71%                   0.34%                     1.05%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The  information  in the table  above is based on  expenses  before  expense
offset  arrangements  for the fiscal year or period ended October 31, 1996.
    
(2) "Other  Expenses"  are based on the fees and expenses that the Fund incurred
in its initial fiscal period.

   
EXAMPLE
Assume you invest  $1,000,  the Funds return 5% annually and each Fund's expense
ratio  remains as listed above.  The example below shows the operating  expenses
that you would indirectly bear as an investor in the Funds.
    

<TABLE>
                                                      1 Year              3 Years             5 Years             10 Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>                 <C>                 <C>
Janus Fund                                              $ 9                 $27                 $48                 $106
Janus Enterprise Fund                                   $12                 $36                 $63                 $139
Janus Mercury Fund                                      $10                 $32                 $56                 $125
Janus Olympus Fund                                      $12                 $37                 $64                 $142
Janus Overseas Fund                                     $13                 $40                 $69                 $152
Janus Twenty Fund                                       $ 9                 $30                 $51                 $114
Janus Worldwide Fund                                    $10                 $32                 $56                 $125
Janus Balanced Fund                                     $13                 $39                 $68                 $149
Janus Equity Income Fund                                $18                 $56                 $97                 $211
Janus Growth and Income Fund                            $11                 $33                 $58                 $128
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION  OF PAST OR FUTURE RETURNS
OR EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN.


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       3
<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 Funds' financial  statements beginning with the year ended October 31, 1990.
Their report is included in the Funds' Annual Reports, which are incorporated by
reference into the SAI. A DETAILED  EXPLANATION OF THE FINANCIAL  HIGHLIGHTS CAN
BE FOUND ON PAGE 7.
    

<TABLE>
                                                                             Janus Fund
                                  1996       1995       1994       1993       1992       1991      1990     1989     1988     1987
- ------------------------------------------------------------------------------------------------------------------------------------
 <S>                            <C>        <C>        <C>        <C>        <C>        <C>       <C>      <C>      <C>      <C>
   
 1. Net asset value,
    beginning of period         $23.37     $19.62     $20.81     $18.86     $18.27     $13.25    $16.36   $12.11   $12.39   $14.77
- ------------------------------------------------------------------------------------------------------------------------------------
    Income from investment
    operations:
 2. Net investment income         0.31       0.16       0.17       0.26       0.23       0.25      0.25     0.22     0.60     0.19
 3. Net gains or (losses)
    on securities
    (both realized and
     unrealized)                  4.23       3.99      (0.03)      2.88       1.46       5.09     (0.67)    4.59     1.05     0.30
- ------------------------------------------------------------------------------------------------------------------------------------
 4. Total from investment
    operations                    4.54       4.15       0.14       3.14       1.69       5.34     (0.42)    4.81     1.65     0.49
- ------------------------------------------------------------------------------------------------------------------------------------
    Less distributions:
 5. Dividends (from net
    investment income)           (0.13)      (.01)     (0.39)     (0.29)     (0.19)     (0.31)    (0.19)   (0.56)   (0.32)   (0.38)
 6. Distributions
    (from capital gains)         (1.13)      (.39)     (0.94)     (0.90)     (0.91)     (0.01)    (2.50)      --    (1.61)   (2.49)
- ------------------------------------------------------------------------------------------------------------------------------------
 7. Total distributions          (1.26)      (.40)     (1.33)     (1.19)     (1.10)     (0.32)    (2.69)   (0.56)   (1.93)   (2.87)
- ------------------------------------------------------------------------------------------------------------------------------------
 8. Net asset value,
    end of period               $26.65     $23.37     $19.62     $20.81     $18.86     $18.27    $13.25   $16.36   $12.11   $12.39
 9. Total return*                20.31%     21.62%      0.75%     17.41%      9.35%     40.95%    (3.68%)  41.67%   15.83%    4.14%
10. Net assets,
    end of period
    (in millions)              $15,313    $11,963     $9,647     $9,098     $4,989     $2,598    $1,049     $673     $391     $387
11. Average net assets
    for the period
    (in millions)              $13,753    $10,560     $9,339     $7,336     $3,871     $1,785      $930     $487     $382     $486
12. Ratio of gross
    expenses to
    average net assets**          0.86%      0.87%       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**       0.85%      0.86%      0.91%      0.92%      0.97%      0.98%     1.02%    0.92%    0.98%    1.01%
14. Ratio of net
    investment income
    to average net assets**       0.91%      1.25%      1.12%      1.55%      1.54%      1.77%     2.11%    1.68%    4.99%    1.55%
15. Portfolio turnover rate**      104%       118%       139%       127%       153%       132%      307%     205%     175%     214%
16. Average commission rate     $.0558        N/A        N/A        N/A        N/A        N/A       N/A      N/A      N/A      N/A
- ------------------------------------------------------------------------------------------------------------------------------------
    
</TABLE>
       
   
 *Total return is not annualized for periods of less than one full year.
**Annualized for periods of less than one full year.
    

<TABLE>
                                                                              Janus Enterprise Fund
                                                       1996            1995            1994            1993            1992(1)
- ------------------------------------------------------------------------------------------------------------------------------------
 <S>                                                 <C>             <C>             <C>             <C>             <C>
   
 1. Net asset value, beginning of period             $27.14          $24.43          $21.87          $17.09          $15.00
- ------------------------------------------------------------------------------------------------------------------------------------
    Income from investment operations:
 2. Net investment income (loss)                         --            0.52           (0.06)           0.04              --
 3. Net gains or (losses) on securities
    (both realized and unrealized)                     5.85            3.09            3.18            4.76            2.09
- ------------------------------------------------------------------------------------------------------------------------------------
 4. Total from investment operations                   5.85            3.61            3.12            4.80            2.09
- ------------------------------------------------------------------------------------------------------------------------------------
    Less distributions:
 5. Dividends (from net investment income)               --           (0.52)          (0.02)          (0.02)             --
 6. Distributions (from capital gains)                (1.80)          (0.38)          (0.54)             --              --
- ------------------------------------------------------------------------------------------------------------------------------------
 7. Total distributions                               (1.80)          (0.90)          (0.56)          (0.02)             --
- ------------------------------------------------------------------------------------------------------------------------------------
 8. Net asset value, end of period                   $31.19          $27.14          $24.43          $21.87          $17.09
 9. Total return*                                     22.43%          15.46%          14.56%          28.09%          13.93%
10. Net assets, end of period (in millions)            $732            $459            $370            $239              $8
11. Average net assets for the period (in millions)    $596            $408            $270            $188              $2
12. Ratio of gross expenses to average net assets**    1.14%           1.26%            N/A             N/A             N/A
13. Ratio of net expenses to average net assets**      1.12%           1.23%           1.25%           1.36%           2.50%
14. Ratio of net investment income/(loss)
    to average net assets**                           (0.78)           0.02%          (0.32%)          0.14%          (0.81%)
15. Portfolio turnover rate**                            93%            194%            193%            201%             53%
16. Average commission rate                          $.0333             N/A             N/A             N/A             N/A
- ------------------------------------------------------------------------------------------------------------------------------------
    
</TABLE>
(1) Fiscal period from September 1, 1992 (inception) to October 31, 1992.
   
 *Total return is not annualized for periods of less than one full year.
**Annualized for periods of less than one full year.
    

JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       4
<PAGE>
<TABLE>
                                                                                   Janus Mercury Fund
                                                                 1996            1995            1994             1993(1)
- ------------------------------------------------------------------------------------------------------------------------------------
 <S>                                                           <C>             <C>             <C>              <C>
   
 1. Net asset value, beginning of period                       $17.38          $14.12          $11.70           $10.00
- ------------------------------------------------------------------------------------------------------------------------------------
    Income from investment operations:
 2. Net investment income (loss)                                 0.14            0.16            0.02            (0.01)
 3. Net gains or (losses) on securities
    (both realized and unrealized)                               2.74            3.37            2.40             1.71
- ------------------------------------------------------------------------------------------------------------------------------------
 4. Total from investment operations                             2.88            3.53            2.42             1.70
- ------------------------------------------------------------------------------------------------------------------------------------
    Less distributions:
 5. Dividends (from net investment income)                         --           (0.16)             --               --
 6. Distributions (from capital gains)                          (2.06)          (0.11)             --               --
- ------------------------------------------------------------------------------------------------------------------------------------
 7. Total distributions                                         (2.06)          (0.27)             --               --
- ------------------------------------------------------------------------------------------------------------------------------------
 8. Net asset value, end of period                             $18.20          $17.38          $14.12           $11.70
 9. Total return*                                               18.18%          25.53%          20.68%           17.00%
10. Net assets, end of period (in millions)                    $2,002          $1,521            $596             $113
11. Average net assets for the period (in millions)            $1,839          $1,116            $258              $67
12. Ratio of gross expenses to average net assets**              1.02%           1.14%            N/A              N/A
13. Ratio of net expenses to average net assets**                1.00%           1.12%           1.33%            1.75%
14. Ratio of net investment income/(loss)
    to average net assets**                                      0.45%           0.50%           0.25%           (0.40%)
15. Portfolio turnover rate**                                     177%            201%            283%             151%
16. Average commission rate                                    $.0383             N/A             N/A              N/A
- ------------------------------------------------------------------------------------------------------------------------------------
    
</TABLE>
(1) Fiscal period from May 3, 1993 (inception) to October 31, 1993.
   
 *Total return is not annualized for periods of less than one full year.
**Annualized for periods of less than one full year.
    

<TABLE>
                                                   Janus Olympus Fund                      Janus Overseas Fund
                                                          1996(1)             1996                1995                1994(2)
- ------------------------------------------------------------------------------------------------------------------------------------
 <S>                                                    <C>                 <C>                 <C>                 <C>
   
 1. Net asset value, beginning of period                $12.00              $11.58              $10.36              $10.00
- ------------------------------------------------------------------------------------------------------------------------------------
    Income from investment operations:
 2. Net investment income (loss)                          0.13                0.10                0.12               (0.02)
 3. Net gains or (losses) on securities
    (both realized and unrealized)                        2.73                3.34                1.10                0.38
- ------------------------------------------------------------------------------------------------------------------------------------
 4. Total from investment operations                      2.86                3.44                1.22                0.36
- ------------------------------------------------------------------------------------------------------------------------------------
    Less distributions:
 5. Dividends (from net investment income)                  --               (0.11)                 --                  --
 6. Distributions (from capital gains)                      --               (0.10)                 --                  --
- ------------------------------------------------------------------------------------------------------------------------------------
 7. Total distributions                                     --               (0.21)                 --                  --
- ------------------------------------------------------------------------------------------------------------------------------------
 8. Net asset value, end of period                      $14.86              $14.81              $11.58              $10.36
 9. Total return*                                        23.83%              30.19%              11.78%               3.60%
10. Net assets, end of period (in millions)               $432                $773                $111                 $64
11. Average net assets for the period (in millions)       $276                $335                 $78                 $37
12. Ratio of gross expenses to average net assets**       1.17%               1.26%               1.76%                N/A
13. Ratio of net expenses to average net assets**         1.15%               1.23%               1.73%               2.16%
14. Ratio of net investment income/(loss)
    to average net assets**                               1.64%               0.73%               0.36%              (0.64%)
15. Portfolio turnover rate**                              303%                 71%                188%                181%
16. Average commission rate                             $.0336              $.0234                 N/A                 N/A
- ------------------------------------------------------------------------------------------------------------------------------------
    
</TABLE>
(1) Fiscal period from December 29, 1995 (inception) to October 31, 1996.
(2) Fiscal period from May 2, 1994 (inception) to October 31, 1994.
   
 *Total return is not annualized for periods of less than one full year.
**Annualized for periods of less than one full year.
    


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                        5
<PAGE>
<TABLE>
                                                                         Janus Twenty Fund
                                         1996     1995    1994    1993 1992(1) 1992(2)  1991(2)  1990(2) 1989(2)   1988(2)   1987(2)
- ------------------------------------------------------------------------------------------------------------------------------------
 <S>                                   <C>      <C>     <C>     <C>     <C>     <C>      <C>      <C>      <C>      <C>      <C>
   
 1. Net asset value,
    beginning of period                $30.12   $24.24  $25.85  $22.75  $22.17  $18.88   $16.01   $13.05   $9.66    $13.69   $14.27
- ------------------------------------------------------------------------------------------------------------------------------------
    Income from investment
    operations:
 2. Net investment income                0.37      .01    0.16    0.17    0.09    0.11     0.16     0.05    0.46      0.42     0.30
 3. Net gains or (losses)
    on securities
    (both realized and unrealized)       6.68     5.94   (1.07)   3.31    0.49    3.62     2.90     3.35    3.73     (2.86)    0.74
- ------------------------------------------------------------------------------------------------------------------------------------
 4. Total from investment operations     7.05     5.95   (0.91)   3.48    0.58    3.73     3.06     3.40    4.19     (2.44)    1.04
- ------------------------------------------------------------------------------------------------------------------------------------
    Less distributions:
 5. Dividends (from net investment
    income)                                --     (.07)  (0.25)  (0.18)     --   (0.02)   (0.19)   (0.02)  (0.80)    (0.41)   (0.25)
 6. Distributions (from capital gains)  (5.27)      --   (0.45)  (0.20)     --   (0.42)      --    (0.42)     --     (1.18)   (1.37)
- ------------------------------------------------------------------------------------------------------------------------------------
 7. Total distributions                 (5.27)    (.07)  (0.70)  (0.38)     --   (0.44)   (0.19)   (0.44)  (0.80)    (1.59)   (1.62)
- ------------------------------------------------------------------------------------------------------------------------------------
 8. Net asset value, end of period     $31.90   $30.12   24.24  $25.85  $22.75  $22.17   $18.88   $16.01  $13.05     $9.66   $13.69
 9. Total return*                       27.59%   24.67%  (3.52%) 15.39%   2.62%  19.60%   19.43%   26.36%  45.89%   (17.13%)   8.66%
10. Net assets, end of period
    (in millions)                      $3,937   $2,996   $2,743  $3,749 $2,434   $2,081    $556     $175     $20       $13      $19
11. Average net assets for the period
   (in millions)                       $3,386   $2,716   $3,051  $3,546 $2,221   $1,188    $294      $64     $10       $16      $16
12. Ratio of gross expenses to
    average net assets**                 0.93%    1.00%     N/A     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**              0.92%    0.99%    1.02%   1.05%  1.12%    1.01%   1.07%    1.32%   1.88%     1.70%    1.79%
14. Ratio of net investment income
    to average net assets**              0.67%    0.62%    0.57%   0.87%  1.27%    1.08%   1.30%    1.28%   0.68%     3.35%    2.98%
15. Portfolio turnover rate**             137%     147%     102%     99%    79%      83%    163%     228%    220%      317%     202%
16. Average commission rate            $.0571      N/A      N/A      N/A    N/A     N/A     N/A      N/A     N/A       N/A      N/A
- ------------------------------------------------------------------------------------------------------------------------------------
    
</TABLE>
(1) Fiscal period from June 1, 1992 to October 31, 1992.
(2) Fiscal year ended on May 31st of each year.
   
 *Total return is not annualized for periods of less than one full year.
**Annualized for periods of less than one full year.
    

<TABLE>
                                                     Janus Worldwide Fund                       Janus Balanced Fund
                                   1996     1995     1994     1993     1992  1991(1)     1996     1995     1994     1993   1992(2)
- ------------------------------------------------------------------------------------------------------------------------------------
 <S>                             <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>       <C>
   
 1. Net asset value,
    beginning of period          $27.65   $27.00   $24.16   $18.95   $17.45   $15.00   $13.72   $12.17   $12.23   $10.64    $10.00
- ------------------------------------------------------------------------------------------------------------------------------------
    Income from
    investment operations:
 2. Net investment income          0.49     0.81     0.15     0.14     0.16       --     0.33     0.61     0.27     0.19       --
 3. Net gains or (losses)
    on securities
    (both realized
    and unrealized)                7.79     1.39     3.34     5.29     1.39     2.45     2.22     1.52    (0.09)    1.56     0.64
- ------------------------------------------------------------------------------------------------------------------------------------
 4. Total from
    investment operations          8.28     2.20     3.49     5.43     1.55     2.45     2.55     2.13     0.18     1.75     0.64
- ------------------------------------------------------------------------------------------------------------------------------------
    Less distributions:
 5. Dividends (from
    net investment income)        (0.26)   (0.54)   (0.27)   (0.22)      --       --    (0.26)   (0.58)   (0.24)   (0.16)      --
 6. Distributions
    (from capital gains)          (1.07)   (1.01)   (0.38)      --    (0.05)      --    (0.81)      --       --       --       --
- ------------------------------------------------------------------------------------------------------------------------------------
 7. Total distributions           (1.33)   (1.55)   (0.65)   (0.22)   (0.05)      --    (1.07)   (0.58)   (0.24)   (0.16)      --
- ------------------------------------------------------------------------------------------------------------------------------------
 8. Net asset value,
    end of period                $34.60   $27.65   $27.00   $24.16   $18.95   $17.45   $15.20   $13.72   $12.17   $12.23   $10.64
 9. Total return*                 31.00%    8.89%   14.76%   28.79%    9.20%   16.00%   19.39%   18.26%    1.51%   16.54%    6.40%
10. Net assets,
    end of period
    (in millions)                $4,467   $1,804   $1,587     $755     $161      $18     $207     $125      $94      $73       $2
11. Average net assets
    for the period
    (in millions)                $2,953   $1,622   $1,244     $379      $80       $7     $159     $107      $86      $44       $1
12. Ratio of
    gross expenses
    to average
    net assets**                   1.02%    1.24%     N/A      N/A      N/A      N/A     1.23%    1.35%     N/A      N/A      N/A
13. Ratio of
    net expenses
    to average
    net assets**                   1.01%    1.23%    1.12%    1.32%    1.73%    2.50%    1.21%    1.32%    1.42%    1.70%    2.50%
14. Ratio of
    net investment
    income/(loss)
    to average
    net assets**                   0.73%    0.99%    0.42%    0.92%    1.74%   0.02%     2.35%    2.52%    2.28%    2.15%   (0.12%)
15. Portfolio
    turnover rate**                  80%     142%     158%     124%     147%     40%      151%     185%     167%     131%     130%
16. Average commission rate      $.0311      N/A      N/A      N/A      N/A     N/A    $.0428      N/A      N/A      N/A      N/A
- ------------------------------------------------------------------------------------------------------------------------------------
    
</TABLE>
(1) Fiscal period from May 15, 1991 (inception) to October 31, 1991.
(2) Fiscal period from September 1, 1992 (inception) to October 31, 1992.
   
 *Total return is not annualized for periods of less than one full year.
**Annualized for periods of less than one full year.
    


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       6
<PAGE>
<TABLE>
                                                Janus
                                          Equity Income Fund                    Janus Growth and Income Fund
                                               1996(1)         1996        1995       1994        1993        1992     1991(2)
- ------------------------------------------------------------------------------------------------------------------------------------
 <S>                                            <C>          <C>         <C>        <C>         <C>         <C>         <C>
   
 1. Net asset value, beginning of period        $10.00       $18.13      $14.69     $15.24      $12.95      $12.13      $10.00
- ------------------------------------------------------------------------------------------------------------------------------------
    Income from investment operations:
 2. Net investment income                         0.07         0.16        0.11       0.19        0.14        0.17        0.02
 3. Net gains or (losses) on securities
    (both realized and unrealized)                1.25         4.01        3.43      (0.31)       2.29        0.80        2.13
- ------------------------------------------------------------------------------------------------------------------------------------
 4. Total from investment operations              1.32         4.17        3.54      (0.12)       2.43        0.97        2.15
- ------------------------------------------------------------------------------------------------------------------------------------
    Less distributions:
 5. Dividends (from net investment income)        (.03)        (.08)      (0.10)     (0.10)      (0.14)      (0.15)      (0.02)
 6. Distributions (from capital gains)              --        (2.17)         --      (0.33)         --          --          --
- ------------------------------------------------------------------------------------------------------------------------------------
 7. Total distributions                           (.03)       (2.25)      (0.10)     (0.43)      (0.14)      (0.15)      (0.02)
- ------------------------------------------------------------------------------------------------------------------------------------
 8. Net asset value, end of period              $11.29       $20.05      $18.13     $14.69      $15.24      $12.95      $12.13
 9. Total return*                                13.20%       25.56%      24.20%     (0.76%)     18.81%       7.98%      21.50%
10. Net assets, end of period (in millions)        $30       $1,033        $583       $490        $519        $244         $56
11. Average net assets for the period
    (in millions)                                  $21         $773        $498       $500        $404        $157         $21
12. Ratio of gross expenses to average
    net assets**                                  1.79%        1.05%       1.19%       N/A         N/A         N/A         N/A
13. Ratio of net expenses to average
    net assets**                                  1.71%        1.03%       1.17%      1.22%       1.28%       1.52%       2.33%
14. Ratio of net investment income
    to average net assets**                       3.09%        0.70%       1.11%      1.26%       1.13%       1.61%       0.76%
15. Portfolio turnover rate**                      325%         153%        195%       123%        138%        120%         14%
16. Average commission rate                     $.0350       $.0520         N/A        N/A         N/A         N/A         N/A
- ------------------------------------------------------------------------------------------------------------------------------------
    
</TABLE>
(1) Fiscal period from June 28, 1996 (inception) to October 31, 1996.
(2) Fiscal period from May 15, 1991 (inception) to October 31, 1991.
   
 *Total return is not annualized for periods of less than one full year.
**Annualized for periods of less than one full year.
    

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

UNDERSTANDING THE FINANCIAL HIGHLIGHTS

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

   
Net asset value ("NAV") is the value of a single share of a Fund. It is computed
by adding the value of all of a 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  tables
represents the change in value of a share of a Fund 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 a Fund,  less Fund expenses.  Dividends  (from net
investment income) are the per share amount that a Fund paid from net investment
income.

Net gains or (losses)  on  securities  is the per share  increase or decrease in
value of the  securities  a 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 a 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.  A FUND'S TOTAL RETURN  CANNOT BE COMPUTED  DIRECTLY FROM THE
FINANCIAL HIGHLIGHTS TABLES.

Ratio of net  expenses to average net assets is the total of a 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 a Fund's custodian.

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

Portfolio  turnover  rate is a  measure  of the  amount of a 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 a Fund's portfolio securities.

Average  commission  rate is the total of a Fund's  agency  commissions  paid on
equity securities trades divided by the number of shares purchased.


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       7
<PAGE>
THE FUNDS IN DETAIL

   
To help you decide  which Fund is  appropriate  for you,  this  section  takes a
closer look at the Funds' investment objectives,  policies and the securities in
which they invest. Please carefully review the "Additional Risk Factors" section
of this Prospectus for a more detailed  discussion of the risks  associated with
certain investment techniques, as well as the Janus Spectrum on page 2. Appendix
A contains 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 a Fund.
    

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

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

A SHAREHOLDER'S INVESTMENT HORIZON IS THE AMOUNT OF TIME YOU SHOULD PLAN TO HOLD
YOUR  INVESTMENT  IN A FUND TO MAXIMIZE THE  POTENTIAL  FOR REALIZING THE FUND'S
OBJECTIVE.

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

THE JANUS GROWTH FUNDS ARE DESIGNED FOR  LONG-TERM  INVESTORS WHO SEEK GROWTH OF
CAPITAL AND WHO CAN TOLERATE THE GREATER RISKS
ASSOCIATED WITH COMMON STOCK INVESTMENTS.

GROWTH FUNDS

Investment Objective: ........................................ Growth of Capital
Primary Holdings: ................................................ Common Stocks
Shareholder's Investment Horizon: .................................... Long-Term

JANUS FUND

   
The investment objective of this Fund is long-term growth of capital in a manner
consistent  with the  preservation  of capital.  It is a  diversified  fund that
pursues its  objective  by  investing  in common  stocks of issuers of any size.
Janus Fund was first  offered to the  public in 1970 and has the  largest  asset
base of the Funds.  This Fund  generally  invests in  larger,  more  established
issuers.
    

JANUS ENTERPRISE FUND

   
The investment  objective of this Fund is long-term  growth of capital.  It is a
non-diversified  fund that pursues its objective by normally  investing at least
50% of its  equity  assets  in  securities  issued  by  medium-sized  companies.
Medium-sized  companies are those whose market  capitalizations  fall within the
range of companies in the S&P MidCap 400 Index (the "MidCap  Index").  Companies
whose  capitalization falls outside this range after the Fund's initial purchase
continue to be considered medium-sized companies for the purpose of this policy.
As  of  December  30,   1996,   the  MidCap  Index   included   companies   with
capitalizations between approximately $192 million to $6.5 billion. The range of
the MidCap Index is expected to change on a regular basis.  Subject to the above
policy, the Fund may also invest in smaller or larger issuers.
    

JANUS MERCURY FUND

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

JANUS OLYMPUS FUND

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

JANUS OVERSEAS FUND

The investment  objective of this Fund is long-term  growth of capital.  It is a
diversified  fund that pursues its objective  primarily  through  investments in
common stocks of issuers  located  outside the United  States.  The Fund has the
flexibility to invest on a worldwide basis in companies and other  organizations
of any  size,  regardless  of  country  of  organization  or place of  principal
business activity. The Fund normally invests at least 65% of its total assets in
securities  of issuers from at least five  different  countries,  excluding  the
United  States.  Although  the Fund intends to invest  substantially  all of its
assets in issuers located  outside the United States,  it may at times invest in
U.S.  issuers  and it may at times  invest  all of its assets in fewer than five
countries or even a single country.

JANUS TWENTY FUND

The investment  objective of this Fund is long-term  growth of capital.  It is a
non-diversified  fund that pursues its objective by normally  concentrating  its
investments in a core position of 20-30 common stocks.

JANUS WORLDWIDE FUND

   
The investment objective of this Fund is long-term growth of capital in a manner
consistent  with the  preservation  of capital.  It is a  diversified  fund that
pursues its objective  primarily through investments in common stocks of foreign
and  domestic  issuers.  The Fund has the  flexibility  to invest on a worldwide
basis in companies and other organizations of any size, regardless of country of
organization  or place of principal  business  activity.  Janus  Worldwide  Fund
normally  invests in issuers from at least five different  countries,  including
the United States.  The Fund may at times invest in fewer than five countries or
even a single country.
    


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       8
<PAGE>
   
GROWTH FUNDS
    

Each of the Growth  Funds  invests  primarily  in common  stocks of foreign  and
domestic  companies.  However,  the percentage of each Fund's assets invested in
common stocks will vary and each Fund may at times hold substantial positions in
cash  equivalents  or  interest  bearing  securities.   See  "General  Portfolio
Policies" on page 11. Each Fund may invest to a lesser  degree in other types of
securities including preferred stock, warrants,  convertible securities and debt
securities  when its  portfolio  manager  perceives an  opportunity  for capital
growth from such  securities or to receive a return on idle cash.  The Funds may
purchase  securities on a when-issued,  delayed  delivery or forward  commitment
basis.  The  Funds  may  invest  up to 25% of  their  assets  in  mortgage-  and
asset-backed securities,  up to 10% of their assets in zero coupon,  pay-in-kind
and step coupon securities, and without limit in indexed/structured  securities.
No  Fund  will  invest  35%  or  more  of  its  assets  in  high-yield/high-risk
securities.

Although  Janus  Worldwide Fund and Janus Overseas Fund are committed to foreign
investing,  all of the Growth Funds may invest  without limit in foreign  equity
and debt  securities.  The Funds  may  invest  directly  in  foreign  securities
denominated in a foreign  currency and not publicly traded in the United States.
Other ways of investing in foreign  securities  include  depositary  receipts or
shares, and passive foreign investment  companies.  Each of the Growth Funds 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 pages 12-13 for a discussion  of the risks  associated  with foreign
investing and derivatives.

THE FOLLOWING QUESTIONS ARE DESIGNED TO HELP YOU BETTER UNDERSTAND AN INVESTMENT
IN THE JANUS GROWTH FUNDS.

HOW ARE COMMON STOCKS SELECTED?
   
Each of the  Growth  Funds  invests  substantially  all of its  assets in common
stocks to the extent its portfolio  manager  believes  that the relevant  market
environment favors profitable investing in those securities.  Portfolio managers
generally  take a "bottom up" approach to building  their  portfolios.  In other
words, they seek to identify individual companies with earnings growth potential
that may not be recognized by the market at large. Although themes may emerge in
any Fund,  securities  are  generally  selected  without  regard to any  defined
industry sector or other similarly defined selection  procedure.  Realization of
income is not a significant  investment  consideration for the Growth Funds. Any
income  realized on the Growth  Funds'  investments  will be incidental to their
objectives.
    

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

ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?
Generally,  yes.  Portfolio  managers seek companies  that meet their  selection
criteria  regardless of country of organization  or place of principal  business
activity.  Foreign securities are generally  selected on a stock-by-stock  basis
without regard to any defined allocation among countries or geographic  regions.
However,  certain  factors  such as  expected  levels of  inflation,  government
policies   influencing   business   conditions,   the   outlook   for   currency
relationships,  and prospects for economic  growth among  countries,  regions or
geographic  areas  may  warrant  greater   consideration  in  selecting  foreign
securities. See "Additional Risk Factors" on pages 12-13.

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

WHAT IS THE MAIN RISK OF INVESTING IN A COMMON STOCK FUND?
The fundamental  risk associated with any common stock fund is the risk that the
value of the stocks it holds  might  decrease.  Stock  values may  fluctuate  in
response to the  activities of an  individual  company or in response to general
market and/or  economic  conditions.  Historically,  common stocks have provided
greater long-term returns and have entailed greater  short-term risks than other
investment  choices.  Smaller or newer  issuers are more likely to realize  more
substantial growth as well as suffer more significant losses than larger or more
established issuers. Investments in such companies can be both more volatile and
more speculative. See "Additional Risk Factors" on pages 12-13.

WHAT IS MEANT BY "MARKET CAPITALIZATION"?
Market capitalization is the most commonly used measure of the size and value of
a company.  It is computed by multiplying the current market price of a share of
the  company's  stock by the total  number of its shares  outstanding.  As noted
previously,  market capitalization is an important investment criteria for Janus
Enterprise  Fund.  Although the other Growth Funds offered by this Prospectus do
not emphasize  companies of any particular  size, Funds with a larger asset base
(e.g.,  Janus  Fund)  are more  likely to invest  in  larger,  more  established
issuers.

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

HOW DOES A DIVERSIFIED FUND DIFFER FROM A NONDIVERSIFIED FUND?
   
Diversification  is a means of reducing  risk by investing a fund's  assets in a
broad  range of  stocks or other  securities.  A  "nondiversified"  fund has the
ability to take larger  positions  in a smaller  number of issuers.  Because the
appreciation  or depreciation of a single stock may have a greater impact on the
NAV of a nondiversified  fund, its share price can be expected to fluctuate more
than a comparable  diversified  fund. Janus Enterprise Fund, Janus Olympus Fund,
and Janus Twenty Fund are nondiversified funds. See the Janus Spectrum on page 2
and "General Portfolio Policies" on page 11.
    

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

HOW DO THE GROWTH FUNDS TRY TO REDUCE RISK?
Diversification  of a Fund's assets  reduces the effect of any single holding on
its overall  portfolio  value.  A Fund may also use  futures,  options and other
derivative  instruments  to protect its portfolio  from  movements in securities
prices  and  interest  rates.  The Funds may use a variety of  currency  hedging
techniques,  including forward currency contracts, to manage exchange rate risk.
See "Additional Risk Factors" on pages 12-13. In addition,  to the extent that a
Fund holds a larger cash position,  it might not  participate in market declines
to the same extent as if the Fund remained more fully invested in common stocks.


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       9
<PAGE>
THE JANUS COMBINATION FUNDS ARE DESIGNED FOR INVESTORS WHO PRIMARILY SEEK GROWTH
OF CAPITAL WITH A DEGREE OF EMPHASIS ON INCOME. THESE FUNDS ARE NOT DESIGNED FOR
INVESTORS WHO DESIRE A CONSISTENT LEVEL OF INCOME.

COMBINATION FUNDS

Investment Objective: ............... Growth of Capital; Some Emphasis on Income
Primary Holdings: ................ Common Stocks and Income-Producing Securities
Shareholder's Investment Horizon: .................................... Long-Term

JANUS BALANCED FUND

The investment  objective of this Fund is long-term  capital growth,  consistent
with preservation of capital and balanced by current income. It is a diversified
fund that, under normal circumstances, pursues its objective by investing 40-60%
of its assets in securities  selected  primarily for their growth  potential and
40-60%  of  its  assets  in  securities  selected  primarily  for  their  income
potential. This Fund normally invests at least 25% of its assets in fixed-income
senior securities, which include debt securities and preferred stocks.

JANUS EQUITY INCOME FUND

   
The investment  objective of this Fund is current income and long-term growth of
capital.  It is a  diversified  fund that  pursues  its  objective  by  normally
investing  at  least  65% of its  invested  assets  in  income-producing  equity
securities.  Equity securities include common stocks, preferred stocks, warrants
and securities  convertible into common or preferred stocks. Growth potential is
a significant investment consideration and the Fund may hold securities selected
solely for their growth potential.
    

JANUS GROWTH AND INCOME FUND

The  investment  objective of this Fund is long-term  capital growth and current
income. It is a diversified fund that, under normal  circumstances,  pursues its
objective  by investing  up to 75% of its assets in equity  securities  selected
primarily  for  their  growth  potential  and at  least  25% of  its  assets  in
securities that have income potential.  The Fund normally  emphasizes the growth
component.  However, in unusual  circumstances,  this Fund may reduce the growth
component of its portfolio to 25% of its assets.

COMBINATION FUNDS

All of the  Combination  Funds may  invest in a  combination  of common  stocks,
preferred stocks, convertible securities, debt securities and other fixed-income
securities.  The  Combination  Funds  may  invest  in the  types of  investments
previously described under "Growth Funds" on page 9.

THE FOLLOWING QUESTIONS ARE DESIGNED TO HELP YOU BETTER UNDERSTAND AN INVESTMENT
IN THE JANUS COMBINATION FUNDS.

HOW DO THE COMBINATION FUNDS DIFFER FROM EACH OTHER?
   
Janus  Growth and Income Fund places a greater  emphasis  on  aggressive  growth
stocks.  Because it generally  invests  more  heavily in such stocks,  its share
price can be expected to fluctuate more than the other Combination  Funds. Janus
Equity Income Fund emphasizes  investments in dividend-paying  common stocks and
other equity securities characterized by relatively greater price stability, and
thus may be expected to be less  volatile  than Janus Growth and Income Fund, as
discussed in more detail below.  Janus Balanced  Fund's greater  emphasis on the
income component of its portfolio  results in it being the least volatile of the
Combination  Funds.  Janus  Growth and Income  Fund has  historically  derived a
greater portion of its income from  dividend-paying  common stocks,  while Janus
Balanced  Fund  invests to a greater  degree in debt  securities  and  preferred
stock.
    

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

HOW DOES JANUS EQUITY INCOME FUND TRY TO LIMIT PORTFOLIO VOLATILITY?
Janus Equity Income Fund seeks to provide a lower level of  volatility  than the
stock market at large, as measured by the S&P 500. The lower  volatility  sought
by this Fund is expected to result primarily from investments in dividend-paying
common stocks and other equity  securities  characterized by relatively  greater
price stability.  The greater price stability sought by Janus Equity Income Fund
may be  characteristic  of companies that generate  above average  positive cash
flows. A company may use positive cash flows for a number of purposes  including
commencing  or  increasing  dividend  payments,  repurchasing  its own  stock or
retiring outstanding debt. The portfolio manager also considers growth potential
in selecting this Fund's securities and may hold securities  selected solely for
their growth potential.

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

   
HOW ARE EQUITY SECURITIES SELECTED?
The growth  component of Janus Balanced Fund and Janus Growth and Income Fund is
expected to consist  primarily  of common  stocks and Janus  Equity  Income Fund
invests substantially all of its assets in common stocks. The selection criteria
for  common  stocks are  described  on page 9.  Because  income is a part of the
investment  objective of the Combination Funds, a portfolio manager may consider
dividend-paying   characteristics  to  a  greater  degree  in  selecting  equity
securities for these Funds.  The Combination  Funds may also find  opportunities
for  capital  growth  from debt  securities  because of  anticipated  changes in
interest rates, credit standing, currency relationships or other factors.
    


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       10
<PAGE>
   
HOW ARE ASSETS  ALLOCATED  BETWEEN  THE GROWTH  AND  INCOME  COMPONENT  OF JANUS
BALANCED FUND'S AND JANUS GROWTH AND INCOME
FUND'S PORTFOLIOS?
Janus  Balanced  Fund and Janus Growth and Income Fund shift assets  between the
growth  and  income  components  of  their  respective  portfolios  based on the
portfolio  managers'  analysis  of  relevant  market,   financial  and  economic
conditions.  If a portfolio manager believes that growth securities will provide
better  returns than the yields then  available or expected on  income-producing
securities,  then  that  Fund  will  place  a  greater  emphasis  on the  growth
component.
    

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

   
WHAT TYPES OF SECURITIES  MAKE UP THE INCOME  COMPONENT OF JANUS BALANCED FUND'S
AND JANUS GROWTH AND INCOME  FUND'S  PORTFOLIOS?
The income  component  of Janus  Balanced  Fund and Janus Growth and Income Fund
will  consist of  securities  that the  portfolio  managers  believe have income
potential. Such securities may include equity securities, convertible securities
and all types of debt  securities.  Equity  securities  may be  included  in the
income  component  of a Fund if they  currently  pay  dividends  or a  portfolio
manager  believes they have the potential for either  increasing their dividends
or commencing  dividends,  if none are currently  paid.  Investors in all of the
Combination  Funds  should  keep in mind  that  the  Combination  Funds  are not
designed to produce a consistent level of income.
    

       

GENERAL PORTFOLIO POLICIES

Unless otherwise  stated,  each of the following  policies applies to all of the
Funds.  The percentage  limitations  included in these policies and elsewhere in
this Prospectus apply at the time of purchase of the security. For example, if a
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.

CASH POSITION
When a  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, a Fund's investments may be
hedged to a greater degree and/or its cash or similar  investments may increase.
In other words, the Funds do not always stay fully invested in stocks and bonds.
Cash or similar  investments  are a residual - they  represent  the assets  that
remain after a portfolio  manager has  committed  available  assets to desirable
investment   opportunities.   Partly   because  the   portfolio   managers   act
independently  of  each  other,  the  cash  positions  of  the  Funds  may  vary
significantly. Larger hedged positions and/or larger cash positions may serve as
a means of preserving capital in unfavorable market conditions.

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

DIVERSIFICATION
The  Investment  Company  Act of 1940 (the  "1940  Act")  classifies  investment
companies as either  diversified  or  nondiversified.  All of the Funds  (except
Janus  Enterprise  Fund,  Janus  Olympus Fund and Janus Twenty Fund)  qualify as
diversified  funds under the 1940 Act.  The Funds are  subject to the  following
diversification  requirements:

o    As a fundamental  policy,  no Fund may own more than 10% of the outstanding
     voting shares of any issuer.

o    As a fundamental  policy,  with respect to 50% of the total assets of Janus
     Enterprise  Fund,  Janus  Olympus Fund and Janus Twenty Fund and 75% of the
     total  assets of the other Funds,  no Fund will  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 a Fund's holdings of that issuer
     to amount to more than 5% of that Fund's total assets.

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

o    Janus Enterprise Fund, Janus Olympus Fund and Janus Twenty Fund reserve the
     right to become diversified funds by limiting the investments in which more
     than 5% of their total assets are invested.

INDUSTRY CONCENTRATION
As a fundamental  policy, no Fund will invest 25% or more of its total assets in
any particular industry (excluding U.S. government securities).

PORTFOLIO TURNOVER
Each Fund  generally  intends to purchase  securities  for long-term  investment
rather than short-term gains. However,  short-term  transactions may result from
liquidity needs,  securities having reached a price or yield objective,  changes
in interest rates or the credit standing of an issuer,  or by reason of economic
or  other  developments  not  foreseen  at the  time of the  initial  investment
decision.  Changes are made in a 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,  a  Fund  may  purchase  securities  in  anticipation  of
relatively  short-term  price  gains.  A 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 Funds' ability to engage in short-term
trading if a security has been held for less than three months.


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       11
<PAGE>
ILLIQUID INVESTMENTS
Each  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
Funds' Trustees in making liquidity  determinations for Rule 144A securities and
certain  other  securities,  including  privately  placed  commercial  paper and
municipal lease obligations.

BORROWING AND LENDING
Each Fund may borrow money and lend  securities or other assets,  as follows:

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

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

o    As a fundamental  policy, each 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.

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

ADDITIONAL RISK FACTORS

FOREIGN SECURITIES

   
INVESTMENTS IN FOREIGN SECURITIES,  INCLUDING THOSE OF FOREIGN GOVERNMENTS,  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 many foreign securities are traded primarily in foreign markets. The
risks of foreign  investing  include:

   
o    Currency  Risk.  A 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 a Fund  holds a foreign  security,  its value will be
     affected by the value of the local  currency  relative to the U.S.  dollar.
     When a 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
     a Fund's assets from that country.  The Funds 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.

INVESTMENTS IN SMALLER COMPANIES

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

Smaller or newer  companies may lack depth of management,  they may be unable to
generate  funds  necessary for growth or potential  development,  or they may be
developing  or marketing  new products or services for which markets are not yet
established and may never become established. In addition, such companies may be
insignificant  factors in their  industries  and may  become  subject to intense
competition from larger or more established companies.  Securities of smaller or
newer  companies  may have more  limited  trading  markets  than the markets for
securities of larger or more  established  issuers,  and may be subject to wider
price  fluctuations.  Investments in such companies tend to be more volatile and
somewhat more speculative.


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       12
<PAGE>
FUTURES, OPTIONS AND
OTHER DERIVATIVE INSTRUMENTS
Each 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 Funds intend to use most derivative
instruments  primarily to hedge the value of their portfolios  against potential
adverse  movements in securities  prices,  foreign  currency markets or interest
rates.  To a limited extent,  the Funds may also use derivative  instruments for
non-hedging  purposes  such as seeking to increase a 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 Funds 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 direction that a 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 a 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 a
     Fund worse off than if it had not entered into the position.

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

When a 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.

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

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

Issuers  of  high-yield  securities  are more  vulnerable  to real or  perceived
economic  changes (for  instance,  an economic  downturn or prolonged  period of
rising interest rates),  political changes or adverse  developments  specific to
the issuer.  The market for lower quality  securities  is generally  less liquid
than the market for higher quality  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.

Please refer to the SAI for a description of bond rating categories.

SHORT SALES
   
Each Fund may engage in "short sales against the box." This  technique  involves
selling either a security that a 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.  A 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, a Fund
loses the opportunity to participate in the gain.
    

SPECIAL SITUATIONS
Each  Fund may  invest in  "special  situations"  from  time to time.  A special
situation  arises  when,  in the  opinion  of a 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.


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       13
<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 Funds  reserve  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 in the Funds 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 a  retirement  plan 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 Funds.  There is an annual $12 fee per account to  maintain  your
retirement  account.  The maximum annual fee is $24 per taxpayer  identification
number. You may pay the fee by check or have it automatically deducted from your
account (usually in December).

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

   
o    Individual  Retirement  Account: An IRA allows individuals under age 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.


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       14
<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 U.S. banks and made payable to Janus.
    

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

o    If the Funds are unable to debit your predesignated bank account on the day
     of purchase, they may make additional attempts or cancel the purchase.

o    The Funds reserve 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 Funds (or their  agents) have the
authority  to  redeem  shares in your  account(s)  to cover  any  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 business days after the
form is received.

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

AUTOMATIC INVESTMENT PROGRAMS
Janus  offers  several  automatic  investment  plans  to help you  achieve  your
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    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 17.

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


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       15
<PAGE>
during normal  business  hours or call the Janus  Electronic  Telephone  Service
(JETS(R)) line at 1-800-525-6125.

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

EXCHANGE POLICIES

   
o    Except for Systematic Exchanges,  new accounts established by exchange must
     be  opened  with  $2,500  or the  total  account  value if the 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 each  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 Funds reserve the right to reject any exchange request and to modify or
     terminate the exchange  privilege at any time.  For example,  the Funds may
     reject  exchanges  from accounts  engaged in excessive  trading  (including
     market  timing  transactions)  that are believed to be  detrimental  to the
     Funds.

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 on page 17.

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 FUNDS MAY DELAY THE PAYMENT OF YOUR
REDEMPTION  PROCEEDS  FOR UP TO 15 DAYS  FROM THE DAY OF  PURCHASE  TO ALLOW THE
PURCHASE TO CLEAR.


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       16
<PAGE>
Unless you provide  alternate  instructions,  your  proceeds will be invested in
Janus Money Market Fund - Investor Shares during the 15 day hold period.

WRITTEN INSTRUCTIONS

To redeem or exchange all or part of your shares in writing, your request should
be sent to one of the addresses listed on page 15 and must include the following
information:

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

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 in 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
     of the current  trustee(s) does not appear in the account  registration,  a
     certificate of incumbency dated within 60 days must also be submitted.
o    IRA:  Written  instructions  must be signed by the account owner. If you do
     not want federal income tax withheld from your  redemption,  you must state
     that you  elect not to have  such  withholding  apply.  In  addition,  your
     instructions  must state whether the  distribution  is normal (after age 59
     1/2) or  premature  (before  age 59 1/2) and,  if  premature,  whether  any
     exceptions  such as  death  or  disability  apply  with  regard  to the 10%
     additional tax on early distributions.

PRICING OF FUND SHARES

All  purchases,  redemptions  and  exchanges  will be  processed at the NAV next
calculated  after  your  request  is  received  and  approved.  A 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, 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 Funds' NAVs  through the Web
site. In addition,  you may request  and/or  download a prospectus for any Janus
fund.
    

SIGNATURE GUARANTEE

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

o    The redemption exceeds $100,000.

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

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

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

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

HOW TO OBTAIN A
SIGNATURE GUARANTEE

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

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


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       17
<PAGE>
ACCOUNT MINIMUMS
Minimum account sizes are noted on page 14. 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.

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 14 or to close  such  accounts.  This  policy  will  apply  to  accounts
participating in the Automatic Monthly  Investment  Program only if your account
balance does not reach the required  minimum  initial  investment or falls below
such minimum and you have discontinued monthly investments. This policy does not
apply to  accounts  that fall  below the  minimums  solely as a result of market
value  fluctuations.  It is expected  that accounts will be valued in September.
The $10 fee will be assessed on the second Friday of September of each year. You
will receive  notice  before we charge the $10 fee or close your account so that
you may increase your account balance to the required minimum.

TRANSACTIONS THROUGH
PROCESSING ORGANIZATIONS
   
You may  purchase or sell Fund  shares  through a  broker-dealer,  bank or other
financial  institution,  or an  organization  that  provides  recordkeeping  and
consulting  services  to  401(k)  plans  or  other  employee  benefit  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 Funds.  Processing  Organizations  may also  impose  other
charges or  restrictions  different from those  applicable to  shareholders  who
invest  in the  Funds  directly.  A  Processing  Organization,  rather  than its
customers,  may be the  shareholder of record of your shares.  The Funds are 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  Funds  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 Funds 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 Funds 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 Funds.  The Funds will issue  share
certificates  upon written request only. Share  certificates  will not be issued
until the shares  have been held for at least 15 days and will not be issued for
accounts  that  do  not  meet  the  minimum   investment   requirements.   Share
certificates  cannot be issued for  retirement  accounts.  In  addition,  if the
certificate is lost, there may be a replacement charge.

INVOLUNTARY REDEMPTIONS
The Funds reserve 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 Funds.

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

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

TEMPORARY SUSPENSION OF SERVICES
The  Funds  or their  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 your  Fund(s),  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.  The  Funds  will  send  you  a
transaction confirmation statement after every non-systematic  transaction.  The
Growth Funds distribute  dividend  information  annually.  The Combination Funds
distribute dividend  information  quarterly.  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 Funds,  which include a list of the Funds'  portfolio
holdings,  will be mailed semiannually to all shareholders.  To reduce expenses,
only one copy of most financial reports will be mailed to accounts with the same
record address. Upon request, such reports will be mailed to all accounts in the
same  household.  Please  call  1-800-525-3713  if you  would  like  to  receive
additional reports.


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       18
<PAGE>
MANAGEMENT OF THE FUNDS

TRUSTEES

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

INVESTMENT ADVISER

Janus  Capital,  100  Fillmore  Street,  Denver,  Colorado  80206-4928,  is  the
investment  adviser to each of the Funds and is  responsible  for the day-to-day
management of the investment portfolios and other business affairs of the Funds.

Janus Capital began serving as investment adviser to Janus Fund at its inception
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 each
Fund's  investments.   Janus  Capital  also  furnishes  certain  administrative,
compliance and accounting  services for the Funds,  and may be reimbursed by the
Funds 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 Funds and pays the salaries,  fees and expenses of all Fund officers and
those Trustees who are affiliated with Janus Capital.

INVESTMENT PERSONNEL

   
PORTFOLIO MANAGERS

James P.  Craig,  III is  Chief  Investment  Officer  of  Janus  Capital.  He is
Executive  Vice  President  and  portfolio  manager of Janus Fund,  which he has
managed  since 1986.  He is also  Executive  Vice  President and a co-manager of
Janus  Venture  Fund,  which he has managed  since  February 1, 1997.  Mr. Craig
previously  managed  Janus  Venture Fund from its inception to December 1993 and
Janus  Balanced Fund from December 1993 to December 1995. He holds a Bachelor of
Arts in Business from the  University of Alabama and a Master of Arts in Finance
from the Wharton School of the University of Pennsylvania.
    

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

   
James P.  Goff is  Executive  Vice  President  and  portfolio  manager  of Janus
Enterprise Fund. Mr. Goff joined Janus Capital in 1988 and has managed this Fund
since its  inception.  Mr. Goff managed or  co-managed  Janus  Venture Fund from
December 1993 to February 1, 1997. He holds a Bachelor of Arts in Economics from
Yale University and is a Chartered Financial Analyst.
    

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

Helen Young Hayes is Executive  Vice  President and  portfolio  manager of Janus
Worldwide  Fund and Janus  Overseas Fund. Ms. Hayes joined Janus Capital in 1987
and has managed or co-managed Janus Worldwide Fund and Janus Overseas Fund since
their inceptions. She holds a Bachelor of Arts in Economics from Yale University
and is a Chartered Financial Analyst.

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

Warren B. Lammert is Executive  Vice  President and  portfolio  manager of Janus
Mercury  Fund.  Mr.  Lammert  joined Janus Capital in 1987 and has managed Janus
Mercury Fund since its inception  and Janus  Balanced Fund from its inception to
December  1993.  He also  co-managed  Janus  Venture Fund from  December 1993 to
December 1996. He holds a Bachelor of Arts in Economics from Yale University and
a Master of Science in Economic  History from the London School of Economics and
is a Chartered Financial Analyst.

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

   
Thomas F. Marsico is Executive  Vice  President and  portfolio  manager of Janus
Growth and Income Fund and Janus  Twenty  Fund.  Mr.  Marsico has managed  Janus
Growth and Income  Fund since its  inception  and Janus  Twenty Fund since March
1988.  He is also  Executive  Vice  President  and a co-manager of Janus Venture
Fund,  which he has managed since  February 1, 1997. He holds a Bachelor of Arts
in  Biology  from  the   University   of  Colorado  and  a  Master  of  Business
Administration in Finance from the University of Denver.
    

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

Blaine P. Rollins is Executive  Vice  President and  portfolio  manager of Janus
Balanced Fund,  which he has managed since January 1996, and Janus Equity Income
Fund, which he has managed since inception.  He has been an assistant  portfolio
manager of Janus Fund since January 1995.  Mr.  Rollins  joined Janus Capital in
1990 and gained experience as a fixed-income  trader and equity research analyst
prior to assuming management  responsibility for Janus Balanced Fund. He holds a
Bachelor  of  Science  in  Finance  from the  University  of  Colorado  and is a
Chartered Financial Analyst.

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

   
Scott W. Schoelzel is Executive  Vice  President and portfolio  manager of Janus
Olympus Fund, which he has managed since  inception.  Mr. Schoelzel joined Janus
Capital  in January  1994.  From 1991 to 1993,  Mr.  Schoelzel  was a  portfolio
manager with Founders Asset Management, Denver, Colorado. He holds a Bachelor of
Arts in Business from Colorado College.
    

ASSISTANT PORTFOLIO MANAGERS

Laurence Chang is assistant  portfolio  manager of Janus Overseas Fund and Janus
Worldwide Fund. He received an undergraduate  degree with honors in religion and
philosophy  from Dartmouth  College and a Master's  Degree in Political  Science
from Stanford University. He is a Chartered Financial Analyst.

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

David Decker is an assistant  portfolio  manager of Janus Fund.  He is Executive
Vice President and portfolio manager of Janus Special  Situations Fund, which he
has  managed  since  inception.  Mr.  Decker  received  a  Masters  of  Business
Administration  in Finance from the Fuqua School of Business at Duke  University
and  a  Bachelor's   Degree  in  Economics  and  Political  Science  from  Tufts
University. He is a Chartered Financial Analyst.

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

Mike Lu is assistant  portfolio  manager of Janus  Olympus  Fund. He received an
undergraduate  degree in  Economics  and History from Yale  University.  He is a
Chartered Financial Analyst.


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       19
<PAGE>
Tom Malley is assistant  portfolio manager of Janus Mercury Fund. He received an
undergraduate  degree in Molecular  Biology from  Stanford  University.  He is a
Chartered Financial Analyst.

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

Marc Pinto is an assistant portfolio manager of Janus Growth and Income Fund and
Janus  Twenty  Fund.  He received an  undergraduate  degree in History from Yale
University  and a Masters  of  Business  Administration  from  Harvard.  He is a
Chartered Financial Analyst.

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

Claire Young is an assistant  portfolio  manager of Janus Growth and Income Fund
and Janus  Twenty  Fund.  She  received an  undergraduate  degree in  Electrical
Engineering from Yale University. She is a Chartered Financial Analyst.

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

BREAKDOWN OF MANAGEMENT EXPENSES

   
Each Fund pays Janus Capital a management fee which is calculated daily and paid
monthly. The advisory agreement with each Fund spells out the management fee and
other  expenses  that the Funds  must pay.  Each of the Funds is  subject to the
following management fee schedule (expressed as an annual rate):
    

<TABLE>
                                                                 Average Daily Net               Annual Rate
         Fee Schedule                                            Assets of Fund                  Percentage (%)
- ------------------------------------------------------------------------------------------------------------------------------------
         <S>                                                     <C>                             <C>
         Growth Funds and Combination Funds                      First $ 30 Million              1.00
                                                                 Next $270 Million                .75
                                                                 Next $200 Million                .70
                                                                 Over $500 Million                .65
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Differences  in the  actual  management  fees  incurred  by the  Funds  are  due
primarily to variances in the asset size of the Funds.  As asset size increases,
the annual rate of the  management  fee  declines in  accordance  with the above
schedules.  In addition, each 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. The Annual
Fund  Operating  Expenses  table on page 3 lists the  management  fees and total
operating expenses of each Fund for the most recent fiscal year.

PORTFOLIO TRANSACTIONS

   
Purchases  and  sales of  securities  on behalf  of each  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 a 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 a Fund i) to the Fund or ii) to other persons
on behalf of the Fund for  services  provided  to the Fund for which it would be
obligated to pay. Janus Capital may also consider sales of shares of a Fund as a
factor in the selection of  broker-dealers.  The Funds' Trustees have authorized
Janus  Capital  to  place  portfolio  transactions  on an  agency  basis  with a
broker-dealer  affiliated with Janus Capital.  When  transactions for a 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 Funds 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.


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       20
<PAGE>
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.  This  Prospectus  describes ten
series of the Trust; the other series are offered by separate prospectuses.

SHAREHOLDER MEETINGS
The Trust does not intend to hold annual shareholder meetings.  However, special
meetings  may be  called  for a  specific  Fund or for the  Trust as a whole for
purposes such as electing or removing Trustees,  terminating or reorganizing the
Trust,  changing  fundamental  policies,  or for any other  purpose  requiring a
shareholder vote under the 1940 Act.  Separate votes are taken by each Fund only
if a matter  affects  or  requires  the vote of only  that  Fund or that  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 FUNDS
The Funds have no  present  plans to limit  their  size.  However,  any 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 a Fund are discontinued,  it is expected that existing  shareholders of
that 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 any Fund's  investment  objective by
investing all of that Fund's  assets in another  investment  company  having the
same investment  objective and  substantially  the same investment  policies and
restrictions  as those  applicable  to that Fund.  It is expected  that any such
investment  company would be managed by Janus Capital in substantially  the same
manner as the existing  Fund.  The Trust's  shareholders  of record on April 30,
1992, and the initial  shareholder(s) of all Funds 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 Funds
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 a 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  management  of the Funds  believe the Trustees will not
approve an arrangement that is likely to result in higher costs, no assurance is
given that costs will be materially reduced if this option is implemented.


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       21
<PAGE>
DISTRIBUTIONS AND TAXES

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

DISTRIBUTIONS
TO AVOID  TAXATION,  THE INTERNAL  REVENUE CODE REQUIRES EACH FUND TO DISTRIBUTE
NET INCOME AND ANY NET GAINS  REALIZED  BY ITS  INVESTMENTS  ANNUALLY.  A 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.

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

DISTRIBUTION SCHEDULE
<TABLE>
                                           Dividends                                 Capital Gains
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                                       <C>
Growth Funds                               Declared and paid in December             Declared and paid in December
- ------------------------------------------------------------------------------------------------------------------------------------
Combination Funds                          Declared and paid in March, June,         Declared and paid in December
                                           September and December
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

HOW DISTRIBUTIONS
AFFECT A FUND'S NAV
   
Distributions  are paid to  shareholders as of the record date of a distribution
of a Fund,  regardless  of how long the  shares  have been held.  Dividends  and
capital gains awaiting  distribution  are included in each Fund's daily NAV. The
share  price  of a Fund  drops by the  amount  of the  distribution,  net of any
subsequent market fluctuations. As an example, assume that on December 31, Janus
Fund declared a dividend in the amount of $0.25 per share. If Janus 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 a 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 Funds offer 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 Funds  reserve the right to reinvest  into your  account  undeliverable  and
uncashed dividend and distribution checks that remain outstanding for six months
in shares of the  applicable  Fund at the NAV next  computed  after the check is
cancelled. Subsequent distributions may also be reinvested.


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       22
<PAGE>
- --------------------------------------------------------------------------------
TAXES

As with any investment, you should consider the tax consequences of investing in
the Funds.  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  Funds.  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  of the Funds are  subject to federal  income tax,
regardless  of  whether  the  distribution  is made in  cash  or  reinvested  in
additional  shares of a Fund. In certain states,  a portion of the dividends and
distributions  (depending on the sources of a 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 FUNDS
Dividends,  interest  and  some  capital  gains  received  by a Fund on  foreign
securities may be subject to tax withholding or other foreign taxes. Any foreign
taxes paid by a Fund will be treated  as an  expense to the  particular  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 Funds do not expect to pay any federal  income or excise taxes  because they
intend  to  meet  certain  requirements  of the  Internal  Revenue  Code.  It is
important  that the Funds meet these  requirements  so that any earnings on your
investment will not be taxed twice.

- --------------------------------------------------------------------------------
PERFORMANCE TERMS

This section will help you  understand  various  terms that are commonly used to
describe a 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 Growth and Combination Funds generally measure  performance
in terms of total return.

Cumulative  total return  represents  the actual rate of return on an investment
for a specified period. The Financial Highlights tables beginning on page 4 show
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 a Fund's return and are not the
same as actual annual results.

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


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       23
<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 Funds may invest.  The Funds may
invest  in  these  instruments  to the  extent  permitted  by  their  investment
objectives  and policies.  The Funds are not limited by this  discussion and may
invest in any other types of instruments not precluded by the policies discussed
elsewhere  in this  Prospectus.  Please  refer  to the  SAI for a more  detailed
discussion of certain instruments.

I. EQUITY AND DEBT SECURITIES

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

Commercial  paper is a short-term debt obligation with a maturity ranging from 1
to 270 days  issued by banks,  corporations  and other  borrowers  to  investors
seeking to invest idle cash.  For  example,  the Funds may  purchase  commercial
paper issued under Section 4(2) of the Securities Act of 1933.

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

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

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

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

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

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

Passive foreign investment  companies (PFICs) are any foreign corporations which
generate certain amounts of passive income or hold certain amounts of assets for
the production of passive income.  Passive income includes dividends,  interest,
royalties, rents and annuities.  Income tax regulations may require the Funds to
recognize income  associated with a 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 a 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, a 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 a 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  high
redemption requests, or for other temporary or emergency purposes.
    

Rule 144A  securities  are  securities  that are not  registered for sale to the
general  public  under  the  Securities  Act of 1933,  but that may be resold to
certain institutional investors.

Standby commitments are obligations  purchased by a 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


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       24
<PAGE>
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.

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 stock 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  Funds  do not  earn  interest  on  such
securities  until  settlement and bear 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  regular  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 Funds may enter into forward currency contracts to hedge against declines in
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 such  securities.  They 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 Funds  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 Funds may
also buy options on futures contracts. An option on a futures contract gives the
buyer the right, but not the obligation,  to buy or sell a futures contract at a
specified price on or before a specified date.  Futures contracts and options on
futures are standardized and traded on designated exchanges.

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

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

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


JANUS EQUITY FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       25
<PAGE>
CONTENTS

- --------------------------------------------------------------------------------
FUNDS AT A GLANCE
Brief description of the Funds ..............................................  1
- --------------------------------------------------------------------------------
EXPENSE INFORMATION
Each Fund's annual
   operating expenses .......................................................  3
Financial Highlights-a summary
   of financial data ........................................................  4
- --------------------------------------------------------------------------------
THE FIXED-INCOME FUNDS IN DETAIL
Investment Objectives and Policies ..........................................  7
General Portfolio Policies .................................................. 10
Additional Risk Factors ..................................................... 11
- --------------------------------------------------------------------------------
THE MONEY MARKET FUNDS IN DETAIL
Investment Objectives,
   Policies and Techniques .................................................. 13
- --------------------------------------------------------------------------------
SHAREHOLDER'S MANUAL
Types of Account Ownership .................................................. 17
How to Open Your Janus Account .............................................. 18
How to Purchase Shares ...................................................... 18
How to Exchange Shares ...................................................... 18
How to Redeem Shares ........................................................ 19
Shareholder Services
   and Account Policies ..................................................... 21
- --------------------------------------------------------------------------------
MANAGEMENT OF THE FUNDS
Investment Adviser, Administrator
   and Investment Personnel ................................................. 23
Management Expenses ......................................................... 24
Portfolio Transactions ...................................................... 24
Other Service Providers ..................................................... 25
Other Information ........................................................... 25
- --------------------------------------------------------------------------------
DISTRIBUTIONS AND TAXES
Distributions ............................................................... 26
Taxes ....................................................................... 27
- --------------------------------------------------------------------------------
PERFORMANCE TERMS
An Explanation of Performance Terms ......................................... 27
- --------------------------------------------------------------------------------
APPENDIX A
Glossary of Investment Terms ................................................ 28
- --------------------------------------------------------------------------------
APPENDIX B
Explanation of Rating Categories ............................................ 31


                              JANUS INVESTMENT FUND
                               JANUS INCOME FUNDS

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

                                February 17, 1997


A FAMILY OF NO-LOAD MUTUAL FUNDS
All Janus funds are no-load  investments.  This means you may  purchase and sell
shares in any of our mutual funds without  incurring any sales  charges.  If you
enroll in our low minimum initial investment program,  you can open your account
for as little as $500 and a $100 subsequent purchase per month.  Otherwise,  the
minimum  initial  investment  is  $2,500.  For  complete  information  on how to
purchase,  exchange  and  sell  shares,  please  see  the  Shareholder's  Manual
beginning on page 17.

   
This  prospectus  describes  four mutual funds that  emphasize  income-producing
securities  (the  "Fixed-Income  Funds") and three money  market funds that seek
current income  consistent with stability of capital (the "Money Market Funds").
Only the Investor  Shares of the Money Market Funds,  a separate class of shares
of Janus  Money  Market  Fund,  Janus  Government  Money  Market  Fund and Janus
Tax-Exempt Money Market Fund (collectively,  the "Shares"),  are offered by this
Prospectus.  Janus Capital  Corporation  ("Janus  Capital") serves as investment
adviser to each Fund. Janus Capital has been in the investment advisory business
for over 26 years and  currently  manages  approximately  $50 billion in assets.

JANUS  FLEXIBLE  INCOME FUND AND JANUS  HIGH-YIELD  FUND MAY INVEST ALL OF THEIR
RESPECTIVE  ASSETS IN HIGH-YIELD  CORPORATE DEBT  SECURITIES,  COMMONLY KNOWN AS
"JUNK BONDS." SEE "ADDITIONAL  RISK FACTORS" ON PAGE 11 FOR THE RISKS ASSOCIATED
WITH  INVESTING IN THESE  SECURITIES.

AN  INVESTMENT IN A MONEY MARKET FUND IS NEITHER  INSURED NOR  GUARANTEED BY THE
U.S. GOVERNMENT.  THERE IS NO ASSURANCE THAT A MONEY MARKET FUND WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
    

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

Additional information about the Funds 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 Funds 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 Funds.

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.


                                          JANUS INCOME FUNDS COMBINED PROSPECTUS
<PAGE>
FUNDS AT A GLANCE

   
This  section is designed to provide you with a brief  overview of the Funds and
their investment  emphasis.  A more detailed discussion of the Funds' investment
objectives  and  policies  begins on page 7 and complete  information  on how to
purchase, redeem and exchange shares begins on page 18.
    

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

MONEY MARKET FUNDS

JANUS MONEY MARKET FUND

   
Fund Focus: A money market mutual fund that seeks maximum  current income to the
extent  consistent  with  stability  of capital.  The Fund seeks to achieve this
objective  by  investing   primarily  in  high  quality  debt   obligations  and
obligations of financial institutions.
    
Fund Inception: February 1995
Fund Manager: Sharon S. Pichler

JANUS GOVERNMENT MONEY MARKET FUND

Fund Focus: A money market mutual fund that seeks maximum  current income to the
extent  consistent  with  stability  of capital.  The Fund seeks to achieve this
objective by investing exclusively in obligations issued and/or guaranteed as to
principal  and  interest by the United  States  government  or its  agencies and
instrumentalities  and repurchase  agreements secured by such obligations.
Fund Inception: February 1995
Fund Manager: Sharon S. Pichler

JANUS TAX-EXEMPT MONEY MARKET FUND

Fund Focus: A money market mutual fund that seeks maximum current income that is
exempt from federal  income  taxes to the extent  consistent  with  stability of
capital.  The Fund seeks to achieve this  objective  by  investing  primarily in
municipal  securities  whose  interest  is exempt  from  federal  income  taxes,
including the federal alternative minimum tax.
Fund Inception: February 1995
Fund Manager: Sharon S. Pichler

FIXED-INCOME FUNDS

JANUS FLEXIBLE INCOME FUND

Fund  Focus:  A  diversified  fund that seeks to  maximize  total  return from a
combination of income and capital  appreciation by investing in income-producing
securities.
       
Fund Inception: July 1987
   
Fund Managers: Ronald V. Speaker*
    
               Sandy R. Rufenacht

JANUS FEDERAL TAX-EXEMPT FUND

Fund Focus: A diversified  fund that seeks a high level of current income exempt
from  federal  income tax by  normally  investing  at least 80% of its assets in
municipal  obligations  whose  interest is exempt  from  federal  income  taxes,
including the federal alternative minimum tax.
Fund Inception: May 1993
Fund Manager: Darrell W. Watters


   
*Mr. Speaker will not manage the Fund for the 90-day period starting on or about
January 27, 1997. See Management of the Funds on page 23.
    


JANUS HIGH-YIELD FUND

Fund Focus:  A  diversified  fund that seeks high current  income as its primary
objective.  Capital  appreciation is a secondary  objective when consistent with
the primary  objective.  The Fund seeks to achieve these objectives by investing
primarily in high-yield/high-risk fixed-income securities.
Fund Inception: December 1995
   
Fund Managers: Ronald V. Speaker*
    
               Sandy R. Rufenacht

JANUS SHORT-TERM BOND FUND

Fund Focus:  A diversified  fund that seeks a high level of current income while
minimizing  interest  rate  risk  by  investing  in  shorter  term  fixed-income
securities.  Its average-weighted effective maturity is normally less than three
years.
Fund Inception: September 1992
Fund Manager: Sandy R. Rufenacht


JANUS INCOME FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       1
<PAGE>
JANUS SPECTRUM

   
The spectrum below shows Janus Capital's  assessment of the potential volatility
of the Janus Funds relative to one another and should not be used to compare the
Funds to other mutual funds or other types of investments.  A Fund's position in
the  spectrum  was  determined  based on a number of  factors  such as  selected
historic  volatility  measurements,  the types of  securities  in which the Fund
intends to invest, the degree of diversification  intended and/or permitted, and
the size of the Fund. In addition, the spectrum is significantly affected by the
portfolio managers'  investment styles.  These factors were considered as of the
date of this  prospectus  and  will be  reassessed  with  each  new  prospectus.
Increased  volatility  results in increased  fluctuations  in a Fund's net asset
value  per  share.  Increased  volatility  may be  associated  with a Fund  that
undertakes more risk in order to seek greater returns. Specific risks of certain
types of  instruments in which some of the Funds may invest,  including  foreign
securities,  junk bonds and derivative instruments such as futures contracts and
options,  are described  under  "Additional  Risk  Factors" on pages 11-12.  THE
SPECTRUM IS NOT INDICATIVE OF THE FUTURE VOLATILITY OR PERFORMANCE OF A FUND AND
RELATIVE POSITIONS OF FUNDS WITHIN THE SPECTRUM MAY CHANGE.
    

[SPECTRUM CHART]

   
The spectrum illustrates the potential volatility of the Janus funds relative to
one another. The funds' volatility ranges from low to high. The Growth Funds are
illustrated as follows: Janus Fund* is shown as moderate; Janus Enterprise Fund*
is shown as high; Janus Mercury Fund* is shown as moderately-high; Janus Olympus
Fund* is shown as high;  Janus Overseas Fund* is shown as  moderately-high  (but
less volatile than Janus Mercury Fund);  Janus Special Situations Fund* is shown
as moderately-high (the same as Janus Mercury Fund); Janus Twenty Fund* is shown
as moderately-high  (the same as Janus Special Situations Fund and Janus Mercury
Fund);  Janus  Venture  Fund,  which is  closed  to new  investors,  is shown as
moderately-high  (the same as Janus Mercury Fund, Janus Special  Situations Fund
and Janus Twenty Fund); Janus Worldwide Fund* is shown as  moderately-high  (but
less volatile than Janus Overseas Fund).  The Combination  Funds are illustrated
as follows: Janus Balanced Fund* is shown as moderate;  Janus Equity Income Fund
is shown as moderate  (but more volatile than Janus  Balanced  Fund);  and Janus
Growth and Income Fund* is shown as moderately-high.  The Fixed-Income Funds are
illustrated  as follows:  Janus Flexible  Income Fund is shown as  low-moderate;
Janus  High-Yield  Fund is shown as moderate;  Janus Federal  Tax-Exempt Fund is
shown as low-moderate (but less volatile than Janus Flexible Income Fund); Janus
Short-Term  Bond  Fund is shown as low (but less  volatile  than  Janus  Federal
Tax-Exempt Fund). The Money Market Funds are illustrated as follows: Janus Money
Market Fund is shown as low (but less volatile than Janus Short-Term Bond Fund);
Janus Government Money Market Fund is shown equally as low as Janus Money Market
Fund;  and Janus  Tax-Exempt  Money Market Fund is shown equally as low as Janus
Government Money Market Fund.
    

*These funds are offered by separate prospectuses.
+ This fund is closed to new investors and is offered by a separate prospectus.


JANUS INCOME FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       2
<PAGE>
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  Funds.  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 Operating  Expenses are paid
out of each Fund's assets and include fees for portfolio management, maintenance
of shareholder accounts, shareholder servicing, accounting and other services.

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

   
WHY DO EXPENSES  VARY ACROSS THE FUNDS?  EXPENSES  VARY FOR A NUMBER OF REASONS,
INCLUDING FUND SIZE, DIFFERENCES IN MANAGEMENT FEES, AVERAGE SHAREHOLDER ACCOUNT
SIZE, AND THE EXTENT OF FOREIGN  INVESTMENTS  WHICH ENTAIL  GREATER  TRANSACTION
COSTS.
    

SHAREHOLDER TRANSACTION EXPENSES (applicable to each Fund)

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

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


ANNUAL OPERATING EXPENSES(1)
(expressed as a percentage of average net assets)
<TABLE>
                                                           Management Fee       Other Expenses    Total Operating Expenses
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                  <C>                    <C>
Janus Flexible Income Fund                                      0.60%                0.28%                  0.88%
Janus High-Yield Fund(2)                                        0.58%                0.43%                  1.01%
Janus Federal Tax-Exempt Fund(2)                                0.14%                0.54%                  0.68%
Janus Short-Term Bond Fund(2)                                   0.09%                0.58%                  0.67%
Janus Money Market Fund-Investor Shares(2)                      0.10%                0.50%                  0.60%
Janus Government Money Market Fund-Investor Shares(2)           0.10%                0.50%                  0.60%
Janus Tax-Exempt Money Market Fund-Investor Shares(2)           0.10%                0.50%                  0.60%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  The  information  in the table  above is based on expenses  before  expense
     offset  arrangements  for the fiscal  year ended  October  31,  1996.  When
     applicable,  all  expenses  are stated  net of  waivers  by Janus  Capital.
     Waivers for the Fixed-Income Funds are first applied against the management
     fee and then against other expenses.
   
(2)  Net of waivers.  Without such waivers,  the Management  Fee, Other Expenses
     and  Total  Operating  Expenses  would  have  been  .75%,  .43% and  1.18%,
     respectively,   for  Janus   High-Yield   Fund;   .60%,   .54%  and  1.14%,
     respectively,  for Janus Federal  Tax-Exempt  Fund;  .65%,  .58% and 1.23%,
     respectively,  for Janus  Short-Term Bond Fund; and .20%, .50% and .70% for
     each of the Money Market Funds - Investor Shares.  Janus Capital may modify
     or  terminate  the waivers at any time upon at least 90 days' notice to the
     Trustees.
    

EXAMPLE
   
Assume you invest  $1,000,  the Funds return 5% annually and each Fund's expense
ratio  remains as listed above.  The example below shows the operating  expenses
that you would indirectly bear as an investor in the Funds.
    

<TABLE>
                                                              1 Year           3 Years           5 Years          10 Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>              <C>               <C>              <C>
Janus Flexible Income Fund                                      $ 9              $28               $49              $108
Janus High-Yield Fund                                           $10              $32               $56              $124
Janus Federal Tax-Exempt Fund                                   $ 7              $22               $38              $ 85
Janus Short-Term Bond Fund                                      $ 7              $21               $37              $ 83
Janus Money Market Fund - Investor Shares                       $ 6              $19               $33              $ 75
Janus Government Money Market Fund - Investor Shares            $ 6              $19               $33              $ 75
Janus Tax-Exempt Money Market Fund - Investor Shares            $ 6              $19               $33              $ 75
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION  OF PAST OR FUTURE RETURNS
OR EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN.


JANUS INCOME FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       3
<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 Funds' financial  statements beginning with the year ended October 31, 1990.
Their report is included in the Funds' Annual Reports, which are incorporated by
reference into the SAI. A DETAILED  EXPLANATION OF THE FINANCIAL  HIGHLIGHTS CAN
BE FOUND ON PAGE 6.
    

<TABLE>
                                                                    Janus Flexible Income Fund
                                            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 net expenses to average net assets was 1.01% in 1993, 1.21% in
     1992 and 1.74% in 1991 before  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.
    

<TABLE>
                                                                                           Janus High-Yield Fund
                                                                                                 1996(1)
- ------------------------------------------------------------------------------------------------------------------------------------
   
 <S>                                                                                             <C>
 1. Net asset value, beginning of period                                                         $10.00
- ------------------------------------------------------------------------------------------------------------------------------------
    Income from investment operations:
 2. Net investment income                                                                          0.80
 3. Net gains or (losses) on securities (both realized and unrealized)                             1.12
- ------------------------------------------------------------------------------------------------------------------------------------
 4. Total from investment operations                                                               1.92
- ------------------------------------------------------------------------------------------------------------------------------------
    Less distributions:
 5. Dividends (from net investment income)                                                        (0.80)
 6. Distributions (from capital gains)                                                               --
- ------------------------------------------------------------------------------------------------------------------------------------
 7. Total distributions                                                                           (0.80)
- ------------------------------------------------------------------------------------------------------------------------------------
 8. Net asset value, end of period                                                               $11.12
 9. Total return*                                                                                 19.71%
10. Net assets, end of period (in millions)                                                        $211
11. Average net assets for the period (in millions)                                                 $88
12. Ratio of gross expenses to average net assets**                                                1.01%(2)
13. Ratio of net expenses to average net assets**                                                  1.00%
14. Ratio of net investment income to average net assets**                                         9.00%
15. Portfolio turnover rate**                                                                       324%
- ------------------------------------------------------------------------------------------------------------------------------------
    
</TABLE>
(1) Fiscal period from December 29, 1995 (inception) to October 31, 1996.
   
(2) The ratio was 1.18% before waiver of certain Fund expenses.
 *Total return is not annualized for periods of less than one full year.
**Annualized for periods of less than one full year.
    


JANUS INCOME FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       4
<PAGE>
<TABLE>
                                                          Janus                                         Janus
                                                  Federal Tax-Exempt Fund                        Short-Term Bond Fund
                                              1996      1995     1994   1993(1)        1996     1995     1994      1993     1992(2)
- ------------------------------------------------------------------------------------------------------------------------------------
   
 <S>                                         <C>       <C>      <C>       <C>         <C>      <C>      <C>       <C>        <C>
 1. Net asset value, beginning of period     $6.88     $6.45    $7.30     $7.00       $2.84    $2.87    $3.02     $2.98      $3.00
- ------------------------------------------------------------------------------------------------------------------------------------
    Income from investment operations:
 2. Net investment income                     0.36      0.36     0.36      0.14        0.16     0.18     0.18      0.14       0.01
 3. Net gains or (losses) on securities
    (both realized and unrealized)            0.04      0.43    (0.83)      0.30       0.02    (0.03)   (0.15)     0.04      (0.02)
- ------------------------------------------------------------------------------------------------------------------------------------
 4. Total from investment operations          0.40      0.79    (0.47)      0.44       0.18     0.15     0.03      0.18      (0.01)
- ------------------------------------------------------------------------------------------------------------------------------------
    Less distributions:
 5. Dividends (from net investment income)   (0.36)    (0.36)   (0.36)    (0.14)      (0.16)   (0.18)   (0.17)   ( 0.14)     (0.01)
 6. Distributions (from capital gains)          --        --    (0.02)        --         --       --    (0.01)       --         --
- ------------------------------------------------------------------------------------------------------------------------------------
 7. Total distributions                      (0.36)    (0.36)   (0.38)    (0.14)      (0.16)   (0.18)   (0.18)    (0.14)     (0.01)
- ------------------------------------------------------------------------------------------------------------------------------------
 8. Net asset value, end of period           $6.92     $6.88    $6.45     $7.30       $2.86    $2.84    $2.87     $3.02      $2.98
 9. Total return*                             5.94%    12.60%   (6.62%)    6.33%       6.49%    5.55%    1.26%     6.17%     (0.19%)
10. Net assets, end of period (in millions)    $45       $33      $26       $27         $41      $48      $54       $76         $3
11. Average net assets for the period
    (in millions)                              $36       $29      $28       $16         $42      $47      $60       $37         $1
12. Ratio of gross expenses to average
    net assets**                              0.68%(3)  0.70%(3)  N/A       N/A        0.67%(5) 0.66%(5)  N/A       N/A        N/A
13. Ratio of net expenses to average
    net assets**                              0.65%     0.65%    0.65%(3)  0.75%(3,4)  0.65%    0.65%    0.65%(5)  0.83%(4,5) 1.00%
14. Ratio of net investment income
    to average net assets**                   5.18%     5.43%    5.20%     4.58%       5.57%    6.67%    6.08%     4.86%      3.22%
15. Portfolio turnover rate**                  225%      164%     160%      124%        486%     337%     346%      372%         7%
- ------------------------------------------------------------------------------------------------------------------------------------
    
</TABLE>
(1)  Fiscal period from May 3, 1993 (inception) to October 31, 1993.
(2)  Fiscal period from September 1, 1992 (inception) to October 31, 1992.
(3)  The ratio of net expenses to average net assets was 1.14% in 1996, 1.31% in
     1995,  1.41% in 1994 and  1.60%  in 1993  before  waiver  of  certain  Fund
     expenses.
(4)  The ratio of net  expenses  to  average  net  assets  reflects  the  Fund's
     previous  expense  limit of 1.00%.  This  limit was  reduced  to .65% as of
     August 1, 1993.
(5)  The ratio of net expenses to average net assets was 1.23% in 1996, 1.23% in
     1995,  1.15% in 1994,  1.40% in 1993 and  2.50% in 1992  before  waiver  of
     certain Fund expenses.
   
 *Total return is not annualized for periods of less than one full year.
**Annualized for periods of less than one full year.
    

<TABLE>
                                                        Janus                        Janus                        Janus
                                                    Money Market            Government Money Market      Tax-Exempt Money Market
                                                        Fund                         Fund                         Fund
    Investor Shares                               1996       1995(1)          1996       1995(1)          1996         1995(1)
- ------------------------------------------------------------------------------------------------------------------------------------
   
 <S>                                             <C>           <C>           <C>           <C>           <C>            <C>
 1. Net asset value, beginning of period         $1.00         $1.00         $1.00         $1.00         $1.00          $1.00
- ------------------------------------------------------------------------------------------------------------------------------------
    Income from investment operations:
 2. Net investment income                          .05           .04           .05           .04           .03           .02
 3. Net gains or (losses) on securities
    (both realized and unrealized)                  --            --            --            --            --            --
- ------------------------------------------------------------------------------------------------------------------------------------
 4. Total from investment operations               .05           .04           .05           .04           .03           .02
- ------------------------------------------------------------------------------------------------------------------------------------
    Less distributions:
 5. Dividends (from net investment income)        (.05)         (.04)         (.05)         (.04)         (.03)         (.02)
 6. Distributions (from capital gains)              --            --            --            --            --            --
- ------------------------------------------------------------------------------------------------------------------------------------
 7. Total distributions                           (.05)         (.04)         (.05)         (.04)         (.03)         (.02)
- ------------------------------------------------------------------------------------------------------------------------------------
 8. Net asset value, end of period               $1.00         $1.00         $1.00         $1.00         $1.00         $1.00
 9. Total return*                                 5.13%         3.95%         5.03%         3.90%         3.27%         2.40%
10. Net assets, end of period (in millions)       $774          $643          $117          $119           $75           $67
11. Average net assets for the period
    (in millions)                                 $676          $461          $112           $87           $69           $57
12. Ratio of expenses to average net assets**     0.60%(2)      0.60%(2)      0.60%(2)      0.60%(2)      0.60%(2)      0.60%(2)
13. Ratio of net investment income
    to average net assets**                       5.01%         5.56%         4.91%         5.40%         3.22%         3.38%
- ------------------------------------------------------------------------------------------------------------------------------------
    
</TABLE>
(1) Fiscal period from February 15, 1995 (inception) to October 31, 1995.
(2) The ratio of  expenses  to average  net assets  was 0.70%  before  voluntary
reduction of fees.
   
 *Total return is not annualized for periods of less than one full year.
**Annualized for periods of less than one full year.
    


JANUS INCOME FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       5
<PAGE>
UNDERSTANDING THE FINANCIAL HIGHLIGHTS

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

   
Net asset value ("NAV") is the value of a single share of a Fund. It is computed
by adding the value of all of a 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  tables
represents the change in value of a share of a Fund over the fiscal period,  but
not its total return. The Money Market Funds' NAV is expected to be $1.00.

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

Net gains or (losses)  on  securities  is the per share  increase or decrease in
value of the  securities  a 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 a 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.  A FUND'S TOTAL RETURN  CANNOT BE COMPUTED  DIRECTLY FROM THE
FINANCIAL HIGHLIGHTS TABLES.

Ratio of net  expenses to average net assets is the total of a 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 a Fund's custodian.

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

Portfolio  turnover  rate is a  measure  of the  amount of a 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 a fund's  portfolio  securities.
The Money Market Funds do not calculate  portfolio  turnover.


JANUS INCOME FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       6
<PAGE>
THE FIXED-INCOME FUNDS IN DETAIL
   
To help you decide which  Fixed-Income Fund is appropriate for you, this section
takes a closer look at the Fixed-Income Funds' investment  objectives,  policies
and the securities in which they invest. Please carefully review the "Additional
Risk Factors"  section of this Prospectus for a more detailed  discussion of the
risks  associated  with  certain  investment  techniques,  as well as the  Janus
Spectrum  on  page  2.  Appendix  A  contains  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 a
Fixed-Income Fund.
    

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

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

A SHAREHOLDER'S INVESTMENT HORIZON IS THE AMOUNT OF TIME YOU SHOULD PLAN TO HOLD
YOUR  INVESTMENT  IN A FUND TO MAXIMIZE THE  POTENTIAL  FOR REALIZING THE FUND'S
OBJECTIVE.

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

THE JANUS FIXED-INCOME FUNDS ARE DESIGNED FOR THOSE INVESTORS WHO PRIMARILY SEEK
CURRENT INCOME.

FIXED-INCOME FUNDS

Investment Objective:
  Janus Flexible Income Fund ...................................... Total Return
  Others ................................................................ Income
Primary Holdings: .................................. Income-Producing Securities
Shareholder's Investment Horizon:
  Janus Short-Term Bond Fund ....................... Short- to Intermediate-Term
  Others ............................................ Intermediate- to Long-Term


JANUS FLEXIBLE INCOME FUND

The  investment  objective  of this  Fund is to  obtain  maximum  total  return,
consistent  with  preservation  of  capital.  This 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.

Janus  Flexible  Income  Fund may invest in a wide  variety of  income-producing
securities   including  corporate  bonds  and  notes,   government   securities,
indexed/structured securities,  preferred stock, income-producing common stocks,
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.

   
Janus  Flexible  Income  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% of its  assets 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 pages 11-12.
    

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.

JANUS HIGH-YIELD FUND

The primary investment  objective of this Fund is to obtain high current income.
Capital  appreciation is a secondary  objective when consistent with its primary
objective.  Capital appreciation may result, for example, from an improvement in
the credit standing of an issuer whose  securities are held by this Fund or from
a general  lowering of interest rates, or both. This Fund pursues its objectives
by investing primarily in  high-yield/high-risk  fixed-income  securities.  This
Fund will normally invest at least 65% of its total assets in those  securities.
In addition,  the Fund may invest in all of the types of  securities  previously
described  under Janus Flexible Income Fund (except this Fund may invest without
limit in zero coupon, pay-in-kind and step coupon securities).

The high  yields  sought by this Fund are  expected  to  result  primarily  from
investments in longer-term,  lower quality corporate bonds, commonly referred to
as "junk" bonds.  This Fund considers lower quality  securities to be securities
rated  below  investment  grade  by  established   rating  agencies  or  unrated
securities of  comparable  quality.  Securities  rated BB or lower by Standard &
Poor's  Ratings  Services  ("Standard  &  Poor's")  or Ba or  lower  by  Moody's
Investors  Service,  Inc.  ("Moody's") are below investment grade. Lower quality
securities are often  considered to be more speculative and involve greater risk
of  default  or  price  changes  due to  changes  in  interest  rates,  economic
conditions and the issuer's credit-worthiness.  As a result, their market prices
tend to fluctuate  more than higher quality  securities of comparable  maturity.
Additional  risks of lower quality  securities are described  under  "Additional
Risk Factors" on pages 11-12.


JANUS INCOME FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       7
<PAGE>
JANUS FEDERAL TAX-EXEMPT FUND

The  investment  objective  of this  Fund is to seek as high a level of  current
income exempt from federal  income tax as is  consistent  with  preservation  of
capital.  This Fund pursues its  objective  by investing  primarily in municipal
obligations  of any maturity  whose  interest is exempt from federal income tax.
Because of this emphasis,  capital appreciation is not a significant  investment
consideration.  However, to the extent that capital gains are realized, they are
subject to federal income tax. As a fundamental  policy, this Fund will normally
invest at least 80% of its net assets in  securities  whose  interest  is exempt
from federal income tax, including the federal alternative minimum tax. The Fund
is designed for  investors  who seek a higher  after-tax  yield than  comparable
investing in taxable securities.

Municipal  securities in which the Fund may invest  include  general  obligation
bonds, revenue bonds, industrial development bonds, municipal lease obligations,
certificates of  participation  (not to exceed 10% of assets),  inverse floaters
(not to exceed 5% of assets),  instruments with demand  features,  tender option
bonds and standby commitments.

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

Subject to the  policies  above,  the Fund may invest up to 25% of its assets in
mortgage-  and  asset-backed  securities  and up to 10% of its  assets  in  zero
coupon,  pay-in-kind and step coupon securities.  The Fund will invest less than
35% of its net assets in high-yield/high-risk securities.

JANUS SHORT-TERM BOND FUND

The  investment  objective  of this  Fund is to seek as high a level of  current
income as is  consistent  with  preservation  of capital.  This Fund pursues its
objective by investing  primarily in short- and  intermediate-term  fixed-income
securities.  Under  normal  circumstances,  it  is  expected  that  this  Fund's
dollar-weighted  average  portfolio  effective  maturity  will not exceed  three
years.

Effective  maturity  is the  weighted  average  period  over which a  security's
principal  is expected to be paid.  It differs  from stated  maturity in that it
estimates  the effect of expected  principal  prepayments  and call  provisions.
Targeting  effective  maturity  provides  additional  flexibility  in  portfolio
management but, all else being equal,  could result in higher  volatility than a
fund targeting a stated maturity or maturity range.  See the question and answer
section below for a more detailed discussion of the Fund's maturity policy.

Janus  Short-Term  Bond Fund will normally  invest at least 65% of its assets in
debt securities.  Subject to this policy and subject to its maturity limits, the
Fund may invest in the types of  securities  previously  described  under  Janus
Flexible  Income  Fund except that the Fund will invest less than 35% of its net
assets in high-yield/  high-risk securities and its investments in mortgage- and
asset-backed securities will not exceed 25% of assets.

   
FIXED-INCOME FUNDS
    

Each Fund may purchase securities on a when-issued,  delayed delivery or forward
commitment  basis. In addition,  each Fund may use futures,  options,  swaps and
other  derivatives  for hedging  purposes or for  non-hedging  purposes  such as
seeking to enhance return.  See "Additional  Risk Factors" on pages 11-12.  When
its  portfolio  manager  is  unable  to  locate  investment  opportunities  with
favorable  risk/reward  characteristics,  the  cash  position  of any  Fund  may
increase and the Fund may have  substantial  holdings of cash or cash equivalent
short-term obligations. See "General Portfolio Policies" on page 10.

THE FOLLOWING QUESTIONS ARE DESIGNED TO HELP YOU BETTER UNDERSTAND AN INVESTMENT
IN THE JANUS FIXED-INCOME FUNDS.

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  effective  maturity  and its  duration are measures of how the
fund may react to interest  rate changes.  High-yield  bond prices are generally
less directly  responsive to interest rate changes than investment  grade issues
and may not always follow this pattern.

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

WHAT IS MEANT BY A FUND'S "AVERAGE-WEIGHTED EFFECTIVE 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 a 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.
Dollar-weighted  effective  maturity is  calculated  by averaging  the effective
maturity  of  bonds  held by a Fund  with  each  effective  maturity  "weighted"


JANUS INCOME FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       8
<PAGE>
according to the percentage of net assets that it represents.

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

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

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

HOW DO THE FIXED-INCOME FUNDS MANAGE INTEREST RATE RISK?
   
Each Fixed-Income Fund may vary the  average-weighted  effective maturity of its
portfolio to reflect its  portfolio  manager's  analysis of interest rate trends
and other factors. A Fund's average-weighted  effective 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 Funds may also
use futures,  options and other  derivatives  to manage  interest rate risk. See
"Additional Risk Factors" on pages 11-12.
    

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

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

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

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

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

WHAT RISKS DO HIGH-YIELD/HIGH-RISK SECURITIES PRESENT?
High-yield  securities are often  considered to be more  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 Janus
Flexible Income Fund and Janus High-Yield Fund may invest a significant  portion
of their portfolios in high-yield/high-risk  securities, investors in such Funds
should  be  willing  to  tolerate  a  corresponding  increase  in  the  risk  of
significant and sudden changes in NAV.
    

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

WHAT ARE THE TAX ADVANTAGES OF INVESTING IN JANUS FEDERAL TAX-EXEMPT FUND?
Most regular  income  dividends you receive from Janus Federal  Tax-Exempt  Fund
generally  will not be subject to federal income tax.  Additionally,  your state
may not tax the portion of this Fund's income derived from obligations issued by
your state (if any).  Capital gains distributed by this Fund are taxable to you.
See "Distributions" and "Taxes" on pages 26-27. The higher your income tax level
is, the more you will benefit from tax-exempt investing.

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

HOW DO THE FIXED-INCOME FUNDS DIFFER FROM EACH OTHER?
The chart below shows that the Fixed-Income Funds differ  substantially in terms
of the type,  credit  quality and interest rate risk of the  securities in which
they invest.

                            Primary                               Interest Rate
                            Investment Type      Credit Risk      Risk
- --------------------------------------------------------------------------------
Janus Flexible Income Fund  Corporate Bonds      High             High
- --------------------------------------------------------------------------------
Janus High-Yield Fund       Corporate Bonds      Highest          Moderate
- --------------------------------------------------------------------------------
Janus Federal               Municipal
  Tax-Exempt Fund           Securities           Moderate         High
- --------------------------------------------------------------------------------
Janus Short-Term
  Bond Fund                 Corporate Bonds      Moderate         Low
- --------------------------------------------------------------------------------


JANUS INCOME FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       9
<PAGE>
GENERAL PORTFOLIO POLICIES

Unless otherwise  stated,  each of the following  policies applies to all of the
Fixed-Income  Funds. The percentage  limitations  included in these policies and
elsewhere in this Prospectus apply at the time of purchase of the security.  For
example,  if a 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.

CASH POSITION
When a Fixed-Income 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 Fixed-Income  Funds do not always
stay  fully  invested  in stocks and bonds.  Cash or similar  investments  are a
residual - they  represent the assets that remain after a portfolio  manager has
committed available assets to desirable investment opportunities. Partly because
the portfolio  managers act  independently  of each other, the cash positions of
the Fixed-Income  Funds may vary  significantly.  Larger hedged positions and/or
larger cash positions may serve as a means of preserving  capital in unfavorable
market conditions.

Securities that the  Fixed-Income  Funds may invest in as a means of receiving a
return  on idle  cash  include  high-grade  commercial  paper,  certificates  of
deposit,  repurchase  agreements  or  other  short-term  debt  obligations.  The
Fixed-Income  Funds  may also  invest in money  market  funds  (including  funds
managed by Janus  Capital).  Janus  Federal  Tax-Exempt  Fund may invest in such
securities even though they may be federally taxable. When a Fixed-Income Fund's
investments in cash or similar investments  increase, a Fund may not participate
in stock or bond market advances or declines to the same extent that it would if
the Fund remained more fully invested in stocks or bonds.

DIVERSIFICATION
The  Investment  Company  Act of 1940 (the  "1940  Act")  classifies  investment
companies as either diversified or nondiversified. All of the Fixed-Income Funds
qualify as  diversified  funds under the 1940 Act.  The  Fixed-Income  Funds are
subject to the following diversification requirements:

o    As a fundamental  policy, no Fixed-Income Fund may own more than 10% of the
     outstanding voting shares of any issuer.

o    As a  fundamental  policy,  with respect to 75% of the total assets of each
     Fixed-Income  Fund,  no Fund will  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 that Fund's total assets.

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

INDUSTRY CONCENTRATION
As a fundamental  policy,  no  Fixed-Income  Fund will invest 25% or more of its
total assets in any particular industry  (excluding U.S.  government  securities
and municipal  obligations issued by governments or their  subdivisions  because
the issuers of those securities are not considered a part of any industry).

PORTFOLIO TURNOVER
Each Fixed-Income  Fund generally  intends to purchase  securities for long-term
investment rather than short-term gains.  However,  short-term  transactions may
result  from  liquidity  needs,  securities  having  reached  a price  or  yield
objective,  changes in interest rates or the credit standing of an issuer, or by
reason of economic or other developments not foreseen at the time of the initial
investment  decision.  Changes  are  made  in a  Fixed-Income  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, a Fixed-Income Fund may purchase securities in anticipation
of relatively  short-term  price gains.  A  Fixed-Income  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  Fixed-Income  Funds'
ability to engage in  short-term  trading  if a security  has been held for less
than three months.

ILLIQUID INVESTMENTS
Each  Fixed-Income  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 Funds' Trustees in making liquidity  determinations  for Rule
144A  securities  and  certain  other  securities,  including  privately  placed
commercial paper and municipal lease obligations.

BORROWING AND LENDING
Each  Fixed-Income Fund may borrow money and lend securities or other assets, as
follows:

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

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


JANUS INCOME FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       10
<PAGE>
o    As a fundamental  policy,  each  Fixed-Income  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.

Each  Fixed-Income  Fund intends to seek permission from the SEC to borrow money
from or lend money to each other and 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). Please refer to Appendix B for a description of rating categories.

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

Issuers  of  high-yield  securities  are more  vulnerable  to real or  perceived
economic  changes (for  instance,  an economic  downturn or prolonged  period of
rising interest rates),  political changes or adverse  developments  specific to
the issuer.  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, a Fixed-Income 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 quality  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  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 Fixed-Income Funds must
recognize a computed amount of interest income and pay dividends to shareholders
even though they have  received no cash.  In some  instances,  the  Fixed-Income
Funds may have to sell securities to have sufficient cash to pay the dividends.

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 many foreign securities are traded primarily in foreign markets. The
risks of foreign investing include:

   
o    Currency Risk. A Fixed-Income  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 a Fund holds a foreign denominated security,
     its value will be affected by the value of the local  currency  relative to
     the U.S.  dollar.  When a 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
     a Fixed-Income Fund's assets from that country.  The Fixed-Income Funds 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.


JANUS INCOME FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       11
<PAGE>
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
Each Fixed-Income 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 Fixed-Income
Funds intend to use most derivative  instruments primarily to hedge the value of
their  portfolios  against  potential  adverse  movements in securities  prices,
foreign  currency   markets  or  interest  rates.  To  a  limited  extent,   the
Fixed-Income Funds may also use derivative  instruments for non-hedging purposes
such as seeking  to  increase  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 Fixed-Income Funds 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 direction that a 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 a Fixed-Income
     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 a
     Fixed-Income Fund worse off than if it had not entered into the position.

Although the Fixed-Income  Funds believe the use of derivative  instruments will
benefit the Funds, a Fund's  performance could be worse than if the Fund had not
used such instruments if a portfolio manager's judgement proves incorrect.

When a Fixed-Income 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
   
Each  Fixed-Income  Fund may  engage  in "short  sales  against  the box."  This
technique  involves  selling  either a security  that a 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.  A 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, a Fund loses the opportunity to participate in the gain.
    

SPECIAL SITUATIONS
Each Fixed-Income  Fund may invest in "special  situations" from time to time. A
special situation arises when, in the opinion of a 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.


JANUS INCOME FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       12
<PAGE>
THE MONEY MARKET FUNDS IN DETAIL

INVESTMENT OBJECTIVES

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

COMMON INVESTMENT POLICIES

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

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

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

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

TYPES OF INVESTMENTS

JANUS MONEY MARKET FUND

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

DEBT OBLIGATIONS
The  Fund  may  invest  in  debt  obligations  of  domestic  issuers,  including
commercial  paper  (short-term  promissory  notes issued by companies to finance
their, or their affiliates' current obligations),  notes and bonds, and variable
amount master demand notes. The payment  obligations on these instruments may be
backed by securities, swap agreements or other assets, by a guarantee of a third
party or solely by the  unsecured  promise of the issuer to make  payments  when
due.  The  Fund  may  invest  in  privately  issued  commercial  paper  or other
securities  that are restricted as to disposition  under the federal  securities
laws. In general,  sales of these securities may not be made absent registration
under the  Securities  Act of 1933 (the "1933  Act") or the  availability  of an
appropriate  exemption.  Pursuant  to Section  4(2) of the 1933 Act or Rule 144A
adopted under the 1933 Act,  however,  some of these securities are eligible for
resale to institutional investors, and accordingly,  Janus Capital may determine
that a liquid market exists for such a security  pursuant to guidelines  adopted
by the Trustees.

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


JANUS INCOME FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       13
<PAGE>
dollars.  The Fund may also invest in Eurodollar and Yankee bank  obligations as
discussed below.

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

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

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

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

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

JANUS GOVERNMENT MONEY MARKET FUND

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

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

JANUS TAX-EXEMPT MONEY MARKET FUND

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

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

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


JANUS INCOME FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       14
<PAGE>
issuing  entity and a security is backed only by the assets and  revenues of the
issuing  entity,  that  entity  will be  deemed  to be the  sole  issuer  of the
security.  Similarly,  in the case of an industrial development bond backed only
by the assets and revenues of the non-governmental  issuer, the non-governmental
issuer will be deemed to be the sole issuer of the bond.

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

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

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

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

COMMON INVESTMENT TECHNIQUES

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

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

VARIABLE AND FLOATING RATE SECURITIES
The  securities  in which the Money  Market  Funds  invest may have  variable or
floating  rates of  interest.  These  securities  pay interest at rates that are
adjusted periodically  according to a specified formula,  usually with reference
to some interest rate index or market  interest rate.  Securities  with ultimate
maturities of greater than 397 days may be purchased only pursuant to Rule 2a-7.
Under that Rule,  only those  long-term  instruments  that have demand  features


JANUS INCOME FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       15
<PAGE>
which comply with certain requirements and certain variable rate U.S. Government
Securities may be purchased.  Similar to fixed rate debt  instruments,  variable
and floating rate  instruments  are subject to changes in value based on changes
in  market   interest   rates  or  changes  in  the   issuer's  or   guarantor's
creditworthiness. The rate of interest on securities purchased by a Money Market
Fund may be tied to  short-term  Treasury  or  other  government  securities  or
indices on  securities  that are  permissible  investments  of the Money  Market
Funds,  as well as other money market rates of interest.  The Money Market Funds
will not purchase  securities whose values are tied to interest rates or indices
that are not  appropriate  for the duration and volatility  standards of a money
market fund.

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

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

REVERSE REPURCHASE AGREEMENTS
   
Each Money Market Fund may enter into  reverse  repurchase  agreements.  Reverse
repurchase  agreements  are  transactions  in which a Money  Market Fund sells a
security and  simultaneously  commits to repurchase that security from the buyer
at an agreed-upon  price on an agreed-upon  future date.  This technique will be
used primarily for temporary or emergency  purposes,  such as meeting redemption
requests.
    

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

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


JANUS INCOME FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       16
<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 Funds  reserve  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 in the Funds 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 a  retirement  plan 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 Funds.  There is an annual $12 fee per account to  maintain  your
retirement  account.  The maximum annual fee is $24 per taxpayer  identification
number. You may pay the fee by check or have it automatically deducted from your
account (usually in December).

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

   
o    Individual  Retirement  Account: An IRA allows individuals under age 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.

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

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


JANUS INCOME FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       17
<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 U.S. banks and made payable to Janus.
    

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

o    If the Funds are unable to debit your predesignated bank account on the day
     of purchase, they may make additional attempts or cancel the purchase.

o    The Funds reserve 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 Funds (or their  agents) have the
authority  to  redeem  shares in your  account(s)  to cover  any  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 business days after the
form is received.

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

AUTOMATIC INVESTMENT PROGRAMS
Janus  offers  several  automatic  investment  plans  to help you  achieve  your
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    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 20.


JANUS INCOME FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       18
<PAGE>
BY TELEPHONE
All accounts are  automatically  eligible for the telephone  exchange option. To
exchange  shares  by  telephone,  call an  Investor  Service  Representative  at
1-800-525-3713  during  normal  business  hours  or call  the  Janus  Electronic
Telephone Service (JETS(R)) line at 1-800-525-6125.

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

EXCHANGE POLICIES

   
o    Except for Systematic Exchanges,  new accounts established by exchange must
     be  opened  with  $2,500  or the  total  account  value if the 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 each  non-Money  Market  Fund during a
     calendar year (exclusive of Systematic  Exchanges) free of charge. There is
     currently no limit on exchanges out of the Money Market Funds.

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

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. Because the Money Market Funds seek to maintain a
     stable net asset  value per  share,  it is not  anticipated  that a sale of
     Shares of the Money Market Funds will produce a taxable gain or loss.

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 on page 20.

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
     bank 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 bank 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.


JANUS INCOME FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       19
<PAGE>
IF THE SHARES BEING REDEEMED WERE  PURCHASED BY CHECK,  TELEPHONE OR THROUGH THE
AUTOMATIC  MONTHLY  INVESTMENT  PROGRAM,  THE  FIXED-INCOME  FUNDS MAY DELAY THE
PAYMENT OF YOUR  REDEMPTION  PROCEEDS FOR UP TO 15 DAYS FROM THE DAY OF PURCHASE
TO ALLOW THE PURCHASE TO CLEAR. Unless you provide alternate instructions,  your
proceeds  will be invested in Janus Money Market Fund - Investor  Shares  during
the 15 day hold period.

WRITTEN INSTRUCTIONS

To redeem or exchange all or part of your shares in writing, your request should
be sent to one of the addresses listed on page 18 and must include the following
information:
o    the name of the Fund(s)
o    the account number(s)
o    the amount of money or number of shares being redeemed
o    the name(s) on the account
o    the signature(s) of all registered account owners
o    your daytime telephone number

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 in 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
     of the current  trustee(s) does not appear in the account  registration,  a
     certificate of incumbency dated within 60 days must also be submitted.
o    IRA:  Written  instructions  must be signed by the account owner. If you do
     not want federal income tax withheld from your  redemption,  you must state
     that you  elect not to have  such  withholding  apply.  In  addition,  your
     instructions  must state whether the  distribution  is normal (after age 59
     1/2) or  premature  (before  age 59 1/2) and,  if  premature,  whether  any
     exceptions  such as  death  or  disability  apply  with  regard  to the 10%
     additional tax on early distributions.

PRICING OF FUND SHARES

All  purchases,  redemptions  and  exchanges  will be  processed at the NAV next
calculated  after  your  request  is  received  and  approved.  A 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. The Money Market Funds reserve
the right to require  purchase,  redemption  and exchange  requests and payments
prior to this time on days when the bond market closes before the NYSE.

For the  Fixed-Income  Funds,  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.

For the Money Market Funds,  portfolio  securities are valued at their amortized
cost.  Amortized cost valuation  involves  valuing an instrument at its cost and
thereafter  assuming a constant  amortization to maturity (or such other date as
permitted  by Rule 2a-7) of any  discount or premium.  If  fluctuating  interest
rates cause the market  value of a Fund's  portfolio to deviate more than 1/2 of
1% from the value  determined on the basis of amortized  cost, the Trustees will
consider  whether  any  action,  such as  adjusting  the  Share's NAV to reflect
current market conditions,  should be initiated to prevent any material dilutive
effect on shareholders.

See your Fund's SAI for more detailed information.

SIGNATURE GUARANTEE

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

o    The redemption exceeds $100,000.

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

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

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

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

HOW TO OBTAIN A
SIGNATURE GUARANTEE

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

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


JANUS INCOME FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       20
<PAGE>
SHAREHOLDER SERVICES
AND ACCOUNT POLICIES

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

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 Funds' NAVs  through the Web
site. In addition,  you may request  and/or  download a prospectus for any Janus
fund.
    

CHECK WRITING PRIVILEGE
   
Check  writing  privileges  are  available  for all three  Money  Market  Funds.
Checkbooks will be issued to  shareholders  who have completed a Signature Draft
Card,  which  is  sent  in  the  new  account  welcome  package  or  by  calling
1-800-525-3713.  (There is no checkwriting  privilege for retirement  accounts.)
Your  checkbook  will be mailed  approximately  10 days after the check  writing
privilege  is  requested.  Checks  may be  written  for $250 or more per  check.
Purchases made by check or the Automatic Monthly  Investment  Program may not be
redeemed by a  redemption  check  until the 15-day  hold period has passed.  All
checks  written on the  account  must be signed by all  account  holders  unless
otherwise  specified on the original  application  or the  subsequent  Signature
Draft Card. The Funds reserve the right to terminate or modify the check writing
privilege at any time.
    

ACCOUNT MINIMUMS
Minimum account sizes are noted on page 17. 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.

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 17 or to close  such  accounts.  This  policy  will  apply  to  accounts
participating in the Automatic Monthly  Investment  Program only if your account
balance does not reach the required  minimum  initial  investment or falls below
such minimum and you have discontinued monthly investments. This policy does not
apply to  accounts  that fall  below the  minimums  solely as a result of market
value  fluctuations.  It is expected  that accounts will be valued in September.
The $10 fee will be assessed on the second Friday of September of each year. You
will receive  notice  before we charge the $10 fee or close your account so that
you may increase your account balance to the required minimum.

TRANSACTIONS THROUGH
PROCESSING ORGANIZATIONS
   
You may  purchase or sell Fund  shares  through a  broker-dealer,  bank or other
financial  institution,  or an  organization  that  provides  recordkeeping  and
consulting  services  to  401(k)  plans  or  other  employee  benefit  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 Funds.  Processing  Organizations  may also  impose  other
charges or  restrictions  different from those  applicable to  shareholders  who
invest  in the  Funds  directly.  A  Processing  Organization,  rather  than its
customers,  may be the  shareholder of record of your shares.  The Funds are 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  Funds  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 Funds 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 Funds for
any penalty that the IRS may impose.

SHARE CERTIFICATES
(FIXED-INCOME FUNDS ONLY)
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 Funds.  The  Fixed-Income  Funds will
issue share  certificates upon written request only. Share certificates will not
be issued  until the shares  have been held for at least 15 days and will not be
issued for accounts


JANUS INCOME FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       21
<PAGE>
that do not meet the minimum investment requirements.  Share certificates cannot
be issued for  retirement  accounts.  In addition,  if the  certificate is lost,
there may be a replacement charge.

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

INVOLUNTARY REDEMPTIONS
The Funds reserve 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 Funds.

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

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

TEMPORARY SUSPENSION OF SERVICES
The  Funds  or their  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 your  Fund(s),  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 Funds 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 Funds,  which include a list of the Funds'  portfolio
holdings,  will be mailed semiannually to all shareholders.  To reduce expenses,
only one copy of most financial reports will be mailed to accounts with the same
record address. Upon request, such reports will be mailed to all accounts in the
same  household.  Please  call  1-800-525-3713  if you  would  like  to  receive
additional reports.


JANUS INCOME FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       22
<PAGE>
MANAGEMENT OF THE FUNDS

TRUSTEES

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

INVESTMENT ADVISER

Janus  Capital,  100  Fillmore  Street,  Denver,  Colorado  80206-4928,  is  the
investment  adviser to each of the Funds and is  responsible  for the day-to-day
management of the investment portfolios and other business affairs of the Funds.

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 each
Fund's investments.

Janus Capital also furnishes certain  administrative,  compliance and accounting
services for the Funds, and may be reimbursed by the Fixed-Income  Funds 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 Funds and
pays the salaries, fees and expenses of all Fund officers and those Trustees who
are  affiliated  with Janus  Capital.  The Funds pay all of their  expenses  not
assumed by Janus Capital, including auditing fees and independent Trustees' fees
and expenses.  (Janus Capital  provides these services to the Money Market Funds
pursuant to an Administration Agreement as described below.)

ADMINISTRATOR

Each of the Money Market Funds has entered into an Administration Agreement with
Janus Capital, pursuant to which Janus Capital furnishes certain administrative,
compliance and accounting services for the Money Market Funds, pays the costs of
printing  reports and prospectuses  for existing  shareholders,  provides office
space for the Money  Market  Funds and pays the  salaries,  fees and expenses of
Fund  officers and of those  Trustees  who are  affiliated  with Janus  Capital.
Administrative  services provided by Janus Capital under the Agreements  include
custody and transfer agency services.

INVESTMENT PERSONNEL

Sharon S. Pichler is Executive  Vice  President and  portfolio  manager of Janus
Money Market Fund, Janus Government Money Market Fund and Janus Tax-Exempt Money
Market Fund, each of which she has managed since inception. She holds a Bachelor
of Arts in Economics  from Michigan  State  University  and a Master of Business
Administration  from the  University of Texas at San Antonio.  Ms.  Pichler is a
Chartered Financial Analyst.

Sandy R. Rufenacht 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 and Janus Flexible Income 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 co-manager of Janus Flexible
Income Fund,  which he has managed since December 1991 and Janus High-Yield Fund
which he has managed since  inception.  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.

   
On January 13, 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  starting on or
about January 27, 1997.  During that time,  the Janus  Flexible  Income Fund and
Janus High-Yield Fund will be managed by their co-manager,
Sandy Rufenacht.
    

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

   
Darrell W. Watters is Executive  Vice  President and portfolio  manager of Janus
Federal  Tax-Exempt  Fund,  which he has managed since January 1996. Mr. Watters
joined Janus Capital in 1993 as a municipal bond trader. He was a municipal bond
trader at Piper Jaffray prior to joining Janus Capital  (1991-1993).  He holds a
Bachelor of Arts in Economics from Colorado State University.
    


JANUS INCOME FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       23
<PAGE>
BREAKDOWN OF MANAGEMENT EXPENSES AND EXPENSE LIMITS

FIXED-INCOME FUNDS
   
Each Fund pays Janus Capital a management fee which is calculated daily and paid
monthly. The advisory agreement with each Fund spells out the management fee and
other  expenses  that the Funds  must pay.  Each of the Funds is  subject to the
following management fee schedule (expressed as an annual rate):
    

<TABLE>
                                                        Average Daily Net       Annual Rate        Expense Limit
         Fee Schedule                                   Assets of Fund          Percentage (%)     Percentage (%)
- ------------------------------------------------------------------------------------------------------------------------------------
         <S>                                            <C>                      <C>               <C>
         Janus Flexible Income Fund                     First $300 Million       .65               1.00*
                                                        Over $300 Million        .55
- ------------------------------------------------------------------------------------------------------------------------------------
         Janus High-Yield Fund                          First $300 Million       .75               1.00*
                                                        Over $300 Million        .65
- ------------------------------------------------------------------------------------------------------------------------------------
         Janus Federal Tax-Exempt Fund                  First $300 Million       .60                .65*
                                                        Over $300 Million        .55
- ------------------------------------------------------------------------------------------------------------------------------------
         Janus Short-Term Bond Fund                     First $300 Million       .65                .65*
                                                        Over $300 Million        .55
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
   
*Janus  Capital  will waive  certain  fees and expenses to the extent that total
expenses  exceed the stated  limits.  Janus Capital may modify or terminate such
waivers at any time upon at least 90 days' notice to the  Trustees.  You will be
notified of any changes in these limits.
    

Each Fixed-Income  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. The Annual Operating
Expenses table on page 3 lists the management fees and total operating  expenses
of each Fund for the most recent fiscal year.

MONEY MARKET FUNDS

   
Each of the Money Market Funds has agreed to  compensate  Janus  Capital for its
advisory services by the monthly payment of a fee at the annual rate of 0.20% of
the value of the average  daily net assets of each Money Market  Fund.  However,
Janus  Capital  has  agreed to waive a portion of its fee and  accordingly,  the
advisory fee of each Money Market Fund will be  calculated at the annual rate of
0.10% of the value of each Money Market Fund's  average daily net assets.  Janus
Capital may modify or  terminate  such waiver at any time upon at least 90 days'
notice to the Trustees. You will be notified of any change in this limit.
    

Janus Capital is paid a fee,  calculated  daily and paid monthly,  at the annual
rate of 0.50% of the value of the average  daily net assets of each Money Market
Fund attributable to Shares for services rendered pursuant to the Administration
Agreements.

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 Funds or Janus
Capital's other advisory clients. See the SAI for more detailed information.

PORTFOLIO TRANSACTIONS

Purchases  and  sales of  securities  on behalf  of each  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 a 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 a Fund i) to the Fund or ii) to other persons
on behalf of the Fund for  services  provided  to the Fund for which it would be
obligated to pay. Janus Capital may also consider sales of shares of a Fund as a
factor in the selection of  broker-dealers.  The Funds' Trustees have authorized
Janus  Capital  to  place  portfolio  transactions  on an  agency  basis  with a
broker-dealer  affiliated with Janus Capital.  When  transactions for a 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.


JANUS INCOME FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       24
<PAGE>
OTHER SERVICE PROVIDERS

The following parties provide the Funds with other services.

CUSTODIAN FOR THE
FIXED-INCOME FUNDS
State Street Bank and Trust Company
P.O. Box 0351
Boston, Massachusetts 02117-0351

CUSTODIAN FOR THE
MONEY MARKET FUNDS
United Missouri Bank, N.A.
P.O. Box 419226
Kansas City, Missouri 64141-6226

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. Each of
the Money Market Funds currently offer three classes of shares.  This prospectus
only  describes  the Investor  Shares of the Money Market  Funds.  Institutional
Shares of the Money Market  Funds are  available  only to investors  meeting the
minimum investment  requirement of $250,000.  Service Shares of the Money Market
Funds are available  only to banks and other  financial  institutions  that meet
minimum  investment   requirements  in  connection  with  trust  accounts,  cash
management programs and similar programs. Because the expenses of each class may
differ,  the performance of each class is expected to differ.  If you would like
additional  information,  please call 1-800-525-3713.  This Prospectus describes
seven   series  of  the  Trust;   the  other  series  are  offered  by  separate
prospectuses.

SHAREHOLDER MEETINGS
The Trust does not intend to hold annual shareholder meetings.  However, special
meetings  may be  called  for a  specific  Fund or for the  Trust as a whole for
purposes such as electing or removing Trustees,  terminating or reorganizing the
Trust,  changing  fundamental  policies,  or for any other  purpose  requiring a
shareholder vote under the 1940 Act.  Separate votes are taken by each Fund only
if a matter  affects  or  requires  the vote of only  that  Fund or that  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 FUNDS
The Funds have no  present  plans to limit  their  size.  However,  any 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 a Fund are discontinued,  it is expected that existing  shareholders of
that 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 any Fund's  investment  objective by
investing all of that Fund's  assets in another  investment  company  having the
same investment  objective and  substantially  the same investment  policies and
restrictions  as those  applicable  to that Fund.  It is expected  that any such
investment  company would be managed by Janus Capital in substantially  the same
manner as the existing  Fund.  The Trust's  shareholders  of record on April 30,
1992, and the initial  shareholder(s) of all Funds 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 Funds
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 a 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  management  of the Funds  believe the Trustees will not
approve an arrangement that is likely to result in higher costs, no assurance is
given that costs will be materially reduced if this option is implemented.


JANUS INCOME FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       25
<PAGE>
DISTRIBUTIONS AND TAXES

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

DISTRIBUTIONS
TO AVOID  TAXATION,  THE INTERNAL  REVENUE CODE REQUIRES EACH FUND TO DISTRIBUTE
NET INCOME AND ANY NET GAINS  REALIZED  BY ITS  INVESTMENTS  ANNUALLY.  A 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, IF ANY, ARE PAID TO SHAREHOLDERS AS CAPITAL GAINS DISTRIBUTIONS.

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

THE FIXED-INCOME FUNDS
   
Income  dividends  for the  Fixed-Income  Funds are declared  daily,  Saturdays,
Sundays and holidays  included,  and are generally  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.  An  investor  will
begin accruing income dividends the day after a purchase is effective. If shares
are redeemed, the investor will receive all dividends accrued through the day of
the redemption. Capital gains, if any, are declared and paid in December.
    

HOW DISTRIBUTIONS
AFFECT A FUND'S NAV
   
Distributions  are paid to  shareholders as of the record date of a distribution
of a Fund,  regardless  of how long the  shares  have been held.  Dividends  and
capital gains awaiting  distribution  are included in each Fund's daily NAV. The
share  price  of a Fund  drops by the  amount  of the  distribution,  net of any
subsequent market fluctuations. As an example, assume that on December 31, Janus
Flexible  Income Fund  declared a dividend in the amount of $0.25 per share.  If
Janus  Flexible  Income 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.  Capital  gains
distributions,  if any, for Janus Federal  Tax-Exempt Fund will also be taxable.
    

"BUYING  A  DIVIDEND"
If you purchase shares of a 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.

THE MONEY MARKET FUNDS

For the Money Market Funds, dividends representing  substantially all of the net
investment income and any net realized gains on sales of securities are declared
daily,  Saturdays,  Sundays and holidays  included,  and distributed on the last
business day of each month. If a month begins on a Saturday,  Sunday or holiday,
dividends  for those days are  declared  at the end of the  preceding  month and
distributed on the first  business day of the month.

Shares of the Money Market  Funds  purchased by wire on a day on which the Funds
calculate  their net asset value and the Federal  Reserve  Banks are open ("bank
business  day") will  receive  that day's  dividend if the  purchase is effected
prior to 3:00  p.m.  (New  York  time)  for the  Janus  Money  Market  and Janus
Government  Money  Market  Funds  and  12:00  p.m.  (New  York  time)  for Janus
Tax-Exempt Money Market Fund.  Otherwise,  such Shares begin to accrue dividends
on the following bank business day.  Orders for purchase  accompanied by a check
or other  negotiable  bank draft will be accepted  and  effected as of 4:00 p.m.
(New York time) on the  business  day of receipt  and such  Shares will begin to
accrue dividends on the first bank business day following  receipt of the order.

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

The Funds  reserve the right to require  purchase  and  redemption  requests and
payments  prior to these times on days when the bond market  closes  before 4:00
p.m.

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 Funds offer 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 (the  Fixed-Income  Funds  only).  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
     distributions (dividends in the case of the Money Market Funds) to purchase
     shares of another Janus fund.

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


JANUS INCOME FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       26
<PAGE>
- --------------------------------------------------------------------------------
TAXES

As with any investment, you should consider the tax consequences of investing in
the Funds.  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  Funds.  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
Janus Federal  Tax-Exempt Fund and Janus Tax-Exempt Money Market Fund anticipate
that substantially all their income dividends will be exempt from federal income
tax,  although either Fund may occasionally  earn income on taxable  investments
and  dividends  attributable  to that  income  would be  taxable.  In  addition,
interest from certain  private  activity bonds is a preference item for purposes
of the  alternative  minimum  tax,  and to the extent a Fund earns such  income,
shareholders  subject to the alternative minimum tax must include that income as
a preference  item.  Distributions  from capital  gains,  if any, are subject to
federal tax. The Funds will advise  shareholders of the percentage of dividends,
if any, subject to any federal tax.

Dividends  and  distributions  for all of the other Funds are subject to federal
income tax, regardless of whether the distribution is made in cash or reinvested
in additional  shares of a Fund. In certain  states,  a portion of the dividends
and  distributions  (depending on the sources of a 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 FUNDS

Dividends,  interest and some capital gains received by a  Fixed-Income  Fund on
foreign securities may be subject to tax withholding or other foreign taxes. Any
foreign  taxes paid by a Fund will be  treated  as an expense to the  particular
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 Funds do not expect to pay any federal  income or excise taxes  because they
intend  to  meet  certain  requirements  of the  Internal  Revenue  Code.  It is
important  that the Funds meet these  requirements  so that any earnings on your
investment will not be taxed twice.

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

PERFORMANCE TERMS

This section will help you  understand  various  terms that are commonly used to
describe a 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 Funds measure performance in terms of yield.

Yield shows the rate of income a 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  (7-day  period for the Money  Market  Funds) 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 such  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.

Effective  yield is similar to yield in that it is calculated over the same time
frame, but instead the net investment  income is compounded and then annualized.
Due to the compounding  effect, the effective yield will normally be higher than
the yield.

Tax-equivalent  yield or total  return (for Janus  Federal  Tax-Exempt  Fund and
Janus  Tax-Exempt  Money Market Fund) shows the before-tax yield or total return
that an investor would have to earn to equal the Funds'  tax-free yield or total
return.  It is calculated by dividing a Fund's tax-free yield or total return by
the result of one minus a stated federal tax rate.

Cumulative  total return  represents  the actual rate of return on an investment
for a specified period. The Financial Highlights tables beginning on page 4 show
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 a Fund's return and are not the
same as actual annual results.

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


JANUS INCOME FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       27
<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 Fixed-Income Funds may invest. The
Fixed-Income  Funds may invest in these  instruments to the extent  permitted by
their investment objectives and policies. The Fixed-Income Funds are 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 Funds 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, a 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 Funds to
recognize income  associated with a 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.


JANUS INCOME FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       28
<PAGE>
Repurchase  agreements  involve  the  purchase  of a  security  by a 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, a 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 a 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  high
redemption requests, or for other temporary or emergency purposes.
    

Rule 144A  securities  are  securities  that are not  registered for sale to the
general  public  under  the  Securities  Act of 1933,  but that may be resold to
certain institutional investors.

Standby commitments are obligations  purchased by a 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 are coupled with an
option to tender the  securities  to a bank,  broker-dealer  or other  financial
institution at periodic  intervals and receive the face value of the bond.  This
type of  security  is  commonly  used as a means  of  enhancing  the  security's
liquidity.

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 stock 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  Funds  do not  earn  interest  on  such
securities  until  settlement and bear 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  regular  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.

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 Funds may enter into forward currency contracts to hedge against declines in
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 such  securities.  They may also enter into  forward  contracts to
purchase or sell securities or other financial indices.


JANUS INCOME FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       29
<PAGE>
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 Funds  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 Funds may
also buy options on futures contracts. An option on a futures contract gives the
buyer the right, but not the obligation,  to buy or sell a futures contract at a
specified price on or before a specified date.  Futures contracts and options on
futures are standardized and traded on designated exchanges.

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

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

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

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


JANUS INCOME FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       30
<PAGE>
APPENDIX B

EXPLANATION OF RATING CATEGORIES

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

Standard & Poor's Ratings Services

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

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

<TABLE>
Bonds - S&P Rating            Janus Flexible Income Fund            Bonds - S&P Rating                Janus High-Yield Fund
   
<S>                                                 <C>             <C>                                                <C>
AAA                                                  10%            AAA                                                  0%
AA                                                    0%            AA                                                   0%
A                                                    16%            A                                                    0%
BBB                                                  13%            BBB                                                  0%
BB                                                   14%            BB                                                  12%
B                                                    32%            B                                                   82%
CCC                                                   1%            CCC                                                  2%
CC                                                    0%            CC                                                   0%
C                                                     0%            C                                                    0%
Preferred Stock                                       2%            Preferred Stock                                      0%
Cash and Options                                     12%            Cash and Options                                     4%
    
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL                                               100%            TOTAL                                              100%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

No other  Fund held 5% or more of its  assets in bonds  rated  below  investment
grade for the fiscal period ended October 31, 1996.


JANUS INCOME FUNDS COMBINED PROSPECTUS                         February 17, 1997
                                       31
<PAGE>


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<PAGE>


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<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 ........................................................  3
General Portfolio Policies ..................................................  4
Additional Risk Factors .....................................................  5
- --------------------------------------------------------------------------------
PERFORMANCE TERMS
An Explanation of
   Performance Terms ........................................................  6
- --------------------------------------------------------------------------------
SHAREHOLDER'S MANUAL
Types of Account Ownership ..................................................  7
How to Open Your Janus Account ..............................................  8
How to Purchase Shares ......................................................  8
How to Exchange Shares ......................................................  9
How to Redeem Shares ........................................................  9
Shareholder Services
   and Account Policies ..................................................... 10
- --------------------------------------------------------------------------------
MANAGEMENT OF THE FUND
Investment Adviser and
   
   Portfolio Managers ....................................................... 12
    
Management Expenses ......................................................... 12
Portfolio Transactions ...................................................... 13
Other Service Providers ..................................................... 13
Other Information ........................................................... 13
- --------------------------------------------------------------------------------
DISTRIBUTIONS AND TAXES
Distributions ............................................................... 14
Taxes ....................................................................... 14
- --------------------------------------------------------------------------------
APPENDIX A
Glossary of Investment Terms ................................................ 15


                               JANUS VENTURE FUND

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

                                February 17, 1997



Janus Venture Fund (the "Fund") is a no-load, diversified mutual fund that seeks
capital  appreciation.  The Fund  normally  invests  at least 50% of its  equity
assets in securities of small-sized companies.

THE FUND HAS  DISCONTINUED  PUBLIC  SALES OF ITS  SHARES TO NEW  INVESTORS,  BUT
SHAREHOLDERS  WHO MAINTAIN OPEN FUND ACCOUNTS ARE STILL ABLE TO MAKE INVESTMENTS
IN THE FUND AND REINVEST ANY DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS.  CURRENT
SHAREHOLDERS MAY ALSO OPEN ADDITIONAL FUND ACCOUNTS UNDER CERTAIN CONDITIONS. IF
A FUND ACCOUNT IS CLOSED, HOWEVER, ADDITIONAL INVESTMENTS IN THE FUND MAY NOT BE
POSSIBLE. For complete information on how to purchase, exchange and sell shares,
please see the  Shareholder's  Manual  beginning  on page 7. The Fund may resume
sale of its shares to new  investors  in the future,  although it has no current
intention to do so.

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.

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 Fund seeks capital appreciation.

PRIMARY HOLDINGS:

A diversified  fund that invests  primarily in common stocks with an emphasis on
securities of small-sized companies.

SHAREHOLDER'S
INVESTMENT HORIZON:

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

FUND ADVISER:

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

   
MANAGEMENT TEAM

James P. Craig
Thomas F. Marsico
William H. Bales
Jonathan D. Coleman
    

FUND INCEPTION:

April 30, 1985


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                             0.68%
Other Expenses                             0.21%
- --------------------------------------------------------------------------------
Total Fund Operating Expenses              0.89%
- --------------------------------------------------------------------------------
(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         $110
- --------------------------------------------------------------------------------
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION  OF PAST OR FUTURE RETURNS
OR EXPENSES WHICH MAY BE MORE OR LESS THAN THOSE SHOWN.


JANUS VENTURE FUND PROSPECTUS                                  FEBRUARY 17, 1997
                                       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>
                              1996     1995     1994     1993    1992(1)   1992(2)   1991(2)   1990(2)   1989(2)   1988(2)   1987(2)
- ------------------------------------------------------------------------------------------------------------------------------------
 <S>                          <C>      <C>      <C>      <C>     <C>       <C>       <C>       <C>       <C>       <C>       <C>
   
 1. Net asset value,
    beginning of period       $59.53   $52.86   $53.25   $47.74  $45.96    $45.05    $37.90    $36.97    $28.11    $34.63    $30.78
- ------------------------------------------------------------------------------------------------------------------------------------
    Income from investment
    operations:
 2. Net investment
    income/(loss)                 --     0.05     0.11     0.66    0.17      0.36      0.44      0.28      0.33      1.50      0.12
 3. Net gains or (losses)
    on securities
    (both realized
    and unrealized)             5.09     9.49     4.40     6.72    1.61      4.23      7.71      3.44     10.05     (3.70)     6.25
- ------------------------------------------------------------------------------------------------------------------------------------
 4. Total from investment
    operations                  5.09     9.54     4.51     7.38    1.78      4.59      8.15      3.72     10.38     (2.20)     6.37
- ------------------------------------------------------------------------------------------------------------------------------------
    Less distributions:
 5. Dividends (from net
    investment income)         (0.01)   (0.03)   (0.53)   (1.16)     --     (0.25)    (0.11)    (0.44)    (1.52)    (0.15)    (0.19)
 6. Distributions
    (from capital gains)       (7.45)   (2.84)   (4.37)   (0.71)     --     (3.43)    (0.89)    (2.35)       --     (4.17)    (2.33)
- ------------------------------------------------------------------------------------------------------------------------------------
 7. Total distributions        (7.46)   (2.87)   (4.90)   (1.87)     --     (3.68)    (1.00)    (2.79)    (1.52)    (4.32)    (2.52)
- ------------------------------------------------------------------------------------------------------------------------------------
 8. Net asset value,
    end of period             $57.16   $59.53   $52.86   $53.25  $47.74    $45.96    $45.05    $37.90    $36.97    $28.11    $34.63
- ------------------------------------------------------------------------------------------------------------------------------------
 9. Total return*               9.28%   19.24%    9.23%   15.76%   3.87%     9.90%    22.28%    10.46%    38.73%    (4.56%)   22.76%
- ------------------------------------------------------------------------------------------------------------------------------------
10. Net assets,
    end of period
    (in millions)             $1,741   $1,753   $1,550   $1,837  $1,545    $1,510      $893      $256       $58       $34       $46
11. Average net
    assets for the
    period (in millions)      $1,823   $1,613   $1,563    $1,793 $1,496    $1,382      $427      $127       $40       $35       $37
12. Ratio of gross
    expenses to
    average net
    assets**                    0.89%    0.92%     N/A       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**                    0.88%    0.91%    0.96%     0.97%  1.07%     1.00%     1.04%     1.16%     1.28%     1.41%     1.44%
14. Ratio of net
    investment
    income/(loss)
    to average
    net assets**               (0.33%)   0.29%    0.27%     1.29%  1.32%     1.20%     2.10%     1.24%     1.10%     5.11%     0.40%
15. Portfolio
    turnover rate**              136%     113%     114%      139%   124%      166%      167%      184%      219%      299%      250%
16. Average
    commission rate           $.0382      N/A      N/A       N/A    N/A       N/A       N/A       N/A       N/A       N/A       N/A
- ------------------------------------------------------------------------------------------------------------------------------------
    
</TABLE>
(1)  Fiscal period from August 1, 1992 to October 31, 1992.
(2)  The Fund's prior fiscal year ended on July 31st of each year.
   
*    Total return not annualized for periods of less than one full year.
**   Annualized for periods of less than one full year.
    

UNDERSTANDING THE 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 purpose 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  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.

Average  commission rate is the total of the Fund's agency  commissions  paid on
equity securities trades divided by the number of shares purchased.


JANUS VENTURE FUND PROSPECTUS                                  FEBRUARY 17, 1997
                                       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 capital  appreciation.  The Fund pursues
its  objective  by  normally  investing  at least  50% of its  equity  assets in
securities issued by small-sized companies.  Small-sized companies are those who
have market  capitalizations of less than $1 billion or annual gross revenues of
less than $500 million.  Companies whose capitalization or revenues fall outside
these  ranges  after the  Fund's  initial  purchase  continue  to be  considered
small-sized  for the purposes of this policy.  Subject to the above policy,  the
Fund may also invest in larger companies.

TYPES OF INVESTMENTS

The Fund invests  primarily in common  stocks with an emphasis on  securities of
small-sized companies.  The Fund may also invest in larger companies with strong
growth potential or relatively well-known and large companies with potential for
capital  appreciation.  The Fund may invest to a lesser degree in other types of
securities including preferred stocks, warrants, convertible securities and debt
securities.  The  Fund may  invest  up to 25% of its  assets  in  mortgage-  and
asset-backed securities, up to 10% of its assets in zero coupon, pay-in-kind and
step coupon securities, and without limit in indexed/structured  securities. The
Fund will invest less than 35% of its assets in high-yield/high-risk securities.
The Fund may also purchase high-grade commercial paper, certificates of deposit,
and repurchase agreements. Such securities may offer growth potential because of
anticipated changes in interest rates, credit standing,  currency  relationships
or other  factors.  The Fund may also  invest  in  short-term  debt  securities,
including money market funds managed by Janus Capital, as a means of receiving a
return on idle cash.

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

The Fund may invest  without limit in foreign  equity and debt  securities.  The
Fund may invest directly in foreign securities denominated in a foreign currency
and not publicly traded in the United States. Other ways of investing in foreign
securities include depositary receipts or shares, and passive foreign investment
companies.  The Fund may use options, futures and other types of derivatives for
hedging purposes or for non-hedging  purposes such as seeking to enhance return.
See "Additional  Risk Factors" on page 5. The Fund may purchase  securities on a
when-issued, delayed delivery or forward commitment basis.

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

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

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

ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?
Generally,  yes. The portfolio managers seek companies that meet their selection
criteria  regardless of country of organization  or place of principal  business
activity.  Foreign securities are generally  selected on a stock-by-stock  basis
without regard to any defined allocation among countries or geographic  regions.
However,  certain  factors  such as  expected  levels of  inflation,  government
policies   influencing   business   conditions,   the   outlook   for   currency
relationships,  and prospects for economic  growth among  countries,  regions or
geographic  areas  may  warrant  greater   consideration  in  selecting  foreign
securities. See "Additional Risk Factors" on page 5.

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

WHAT IS THE MAIN RISK OF INVESTING IN A COMMON STOCK FUND?
The fundamental  risk associated with any common stock fund is the risk that the
value of the stocks it holds  might  decrease.  Stock  values may  fluctuate  in
response to the  activities of an  individual  company or in response to general
market and/or  economic  conditions.  Historically,  common stocks have provided
greater long-term returns and have entailed greater  short-term risks than other
investment  choices.  Smaller or newer issuers,  such as those in which the Fund
invests,  are more likely to realize more  substantial  growth as well as suffer
more significant losses than larger or more established issuers.  Investments in
such companies can be both more volatile and more  speculative.  See "Additional
Risk Factors" on page 5.


JANUS VENTURE FUND PROSPECTUS                                  FEBRUARY 17, 1997
                                       3
<PAGE>
WHAT IS MEANT BY "MARKET CAPITALIZATION"?
Market capitalization is the most commonly used measure of the size and value of
a company.  It is computed by multiplying the current market price of a share of
the  company's  stock by the total  number of its shares  outstanding.  As noted
previously,  market  capitalization  and annual  gross  revenues  are  important
investment criteria for the Fund.

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

HOW DOES THE FUND TRY TO REDUCE RISK?
Diversification of the Fund's assets reduces the effect of any single holding on
its overall  portfolio value.  The Fund may also use futures,  options and other
derivative  instruments  to protect its portfolio  from  movements in securities
prices  and  interest  rates.  The Fund may use a variety  of  currency  hedging
techniques,  including forward currency contracts, to manage exchange rate risk.
See  "Additional  Risk  Factors"  on page 5. To the extent that the Fund holds a
larger cash position,  it might not  participate in market  declines to the same
extent as if it had remained more fully invested in common stocks.

GENERAL PORTFOLIO POLICIES

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

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,  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 managers believe
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
Fund's Trustees in making liquidity  determinations for Rule 144A securities and
certain other securities, including privately placed commercial paper.

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

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

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

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

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


JANUS VENTURE FUND PROSPECTUS                                  FEBRUARY 17, 1997
                                       4
<PAGE>
ADDITIONAL RISK FACTORS

INVESTMENTS IN SMALLER COMPANIES

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

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

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

FOREIGN SECURITIES

   
INVESTMENTS IN FOREIGN SECURITIES,  INCLUDING THOSE OF FOREIGN GOVERNMENTS,  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:


JANUS VENTURE FUND PROSPECTUS                                  FEBRUARY 17, 1997
                                       5
<PAGE>
o    the risk that interest rates,  securities  prices and currency markets will
     not move in the direction that the portfolio managers anticipate;

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 managers' judgement proves incorrect.

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.

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

The value of lower quality securities generally is more dependent on the ability
of the company 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. In addition,  companies issuing high-yield securities may be
more  vulnerable to real or perceived  economic  changes,  political  changes or
other developments  adverse to the company and lower quality securities may have
less liquid markets than higher quality securities.

Investments in companies issuing high-yield securities are considered to be more
speculative than higher quality investments.

Issuers  of  high-yield  securities  are more  vulnerable  to real or  perceived
economic  changes (for  instance,  an economic  downturn or prolonged  period of
rising interest rates),  political changes or adverse  developments  specific to
the issuer.  The market for lower quality  securities  is generally  less liquid
than the market for higher quality  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.

Please refer to the SAI for a description of bond rating categories.

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.
    

See Appendix A for risks associated with certain other investments.

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

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

Cumulative  total return  represents  the actual rate of return on an investment
for a specified period. 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.

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


JANUS VENTURE FUND PROSPECTUS                                  FEBRUARY 17, 1997
                                       6
<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.

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

Although the Fund has discontinued  public sales of its shares to new investors,
shareholders  who maintain  open  accounts  will be able to continue to purchase
shares and reinvest any dividends and capital gains  distributions in additional
shares.  In addition,  the Fund will  continue to accept new accounts  which are
opened under  taxpayer  identification  numbers that are  identical to those for
existing Fund accounts.

Once a Fund  account  is  closed,  it may not be  reopened.  An  account  may be
considered  closed and subject to  redemption  by the Fund in the  circumstances
discussed under "Involuntary Redemptions" on page 11.


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

As  discussed  above,  the Fund will accept new accounts  opened under  taxpayer
identification  numbers  identical  to those on current Fund  accounts.  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: 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.


JANUS VENTURE FUND PROSPECTUS                                  FEBRUARY 17, 1997
                                       7
<PAGE>
HOW TO OPEN YOUR JANUS ACCOUNT

   
If you are a current Fund  shareholder  and want to open  another Fund  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 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 business days after the
form is received.

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

AUTOMATIC INVESTMENT PROGRAMS
Janus  offers  several  automatic  investment  plans  to help you  achieve  your
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    SYSTEMATIC EXCHANGE
     With a Systematic Exchange you determine the amount of money ($100 minimum)
     you would like automatically exchanged from one Janus account to another on
     any day of the month. For more information on how to establish this option,
     call 1-800-525-3713.


JANUS VENTURE FUND PROSPECTUS                                  FEBRUARY 17, 1997
                                       8
<PAGE>
HOW TO EXCHANGE SHARES

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

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

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

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

EXCHANGE POLICIES

   
o    Except for Systematic Exchanges,  new accounts established by exchange must
     be  opened  with  $2,500  or the  total  account  value if the 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 the Fund prior to making any exchanges.
o    Be sure to read the prospectus for the fund into which you are  exchanging.
o    The Fund reserves the right to reject any exchange request and to modify or
     terminate  the exchange  privilege at any time.  For example,  the Fund may
     reject  exchanges  from accounts  engaged in excessive  trading  (including
     market  timing  transactions)  that are 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.  REMEMBER
THAT THE FUND IS  CLOSED  TO NEW  INVESTORS  AND IF A TOTAL  REDEMPTION  IS MADE
ADDITIONAL INVESTMENTS IN YOUR FUND ACCOUNT MIGHT NOT BE POSSIBLE.

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 Fund 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.


JANUS VENTURE FUND PROSPECTUS                                  FEBRUARY 17, 1997
                                       9
<PAGE>
o    BY WIRE
     If you are  authorized for the wire  redemption  service,  your  redemption
     proceeds will be wired  directly into your  designated  bank account on the
     next business day after  receipt of your  redemption  request.  There is no
     limitation on  redemptions  by wire;  however,  there is an $8 fee for each
     wire and your bank may charge an additional fee to receive the wire. If you
     would like to  establish  this option on an existing  account,  please call
     1-800-525-3713  to request the appropriate  form. Wire  redemptions are not
     available  for  retirement  accounts.

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

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

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

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.

SIGNATURE GUARANTEE

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

o    The redemption exceeds $100,000.

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

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

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

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

HOW TO OBTAIN A
SIGNATURE GUARANTEE

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

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

SHAREHOLDER SERVICES
AND ACCOUNT POLICIES

JANUS ELECTRONIC TELEPHONE
SERVICE (JETS(R))
JETS,  our  electronic  telephone  service  line,  offers you 24-hour  access by
TouchTone(TM)  telephone  to obtain your account  balance,  to confirm your last
transaction or dividend posted to your account,  to order  duplicate  account or
tax statements,  to reorder money market fund checks, to exchange your


JANUS VENTURE FUND PROSPECTUS                                  FEBRUARY 17, 1997
                                       10
<PAGE>
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 7. 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.

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 7 or to  close  such  accounts.  This  policy  will  apply  to  accounts
participating in the Automatic Monthly  Investment  Program only if your account
balance does not reach the required  minimum  initial  investment or falls below
such minimum and you have discontinued monthly investments. This policy does not
apply to  accounts  that fall  below the  minimums  solely as a result of market
value  fluctuations.  It is expected  that accounts will be valued in September.
The $10 fee will be assessed on the second Friday of September of each year. You
will receive  notice  before we charge the $10 fee or close your account so that
you may increase your account balance to the required minimum.

TRANSACTIONS THROUGH
PROCESSING ORGANIZATIONS
   
You may  purchase or sell Fund  shares  through a  broker-dealer,  bank or other
financial  institution,  or an  organization  that  provides  recordkeeping  and
consulting  services  to  401(k)  plans  or  other  employee  benefit  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 your application or other appropriate form, you will be asked to certify that
your Social Security or taxpayer  identification  number is correct and that you
are not subject to backup  withholding  for failing to report income to the IRS.
If you are subject to the 31% backup  withholding  or you did not  certify  your
taxpayer  identification,  the IRS  requires  the  Fund to  withhold  31% of any
dividends  paid and  redemption  or  exchange  proceeds.  In addition to the 31%
backup  withholding,  you may be subject to a $50 fee to reimburse  the Fund for
any penalty that the IRS may impose.

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

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

TELEPHONE TRANSACTIONS

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

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

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

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

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

STATEMENTS AND REPORTS
   
Investors   participating  in  an  automatic  investment  program  will  receive
quarterly  confirmations  of all  transactions.  (Dividend  information  will be
distributed  annually.)  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.


JANUS VENTURE FUND PROSPECTUS                                  FEBRUARY 17, 1997
                                       11
<PAGE>
MANAGEMENT OF THE FUND

TRUSTEES

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

INVESTMENT ADVISER

Janus  Capital,  100  Fillmore  Street,  Denver,  Colorado  80206-4928,  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.

   
PORTFOLIO MANAGERS

Effective  February 1, 1997, the Fund is managed by a management team consisting
of James P. Craig, Thomas F. Marsico,  William Bales and Jonathan Coleman.  Each
of these  co-managers  also serves as Executive  Vice President of the Fund. The
portfolio  managers  other primary  responsibilities  and education for the past
five years are listed below.

James P.  Craig,  III is  Chief  Investment  Officer  of  Janus  Capital.  He is
Executive  Vice  President  and  portfolio  manager of Janus Fund,  which he has
managed since 1986. Mr. Craig previously  managed the Fund from its inception to
December 1993 and Janus  Balanced  Fund from December 1993 to December  1995. He
holds a Bachelor of Arts in Business from the University of Alabama and a Master
of Arts in Finance from the Wharton School of the University of Pennsylvania.

Thomas F. Marsico is Executive  Vice  President and  portfolio  manager of Janus
Growth and Income Fund and Janus  Twenty  Fund.  Mr.  Marsico has managed  Janus
Growth and Income  Fund since its  inception  and Janus  Twenty Fund since March
1988. He holds a Bachelor of Arts in Biology from the University of Colorado and
a Master of Business Administration in Finance from the University of Denver.

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

William H. Bales has been a research  analyst with Janus Capital since 1993. His
research  focuses  on  the  transportation,  consumer  products  and  restaurant
industries.  He began  his  career  at Janus in  September  1991 as an  Investor
Service Representative. He holds a Bachelor of Science in Marketing and a Master
of Science in Marketing  and Finance  from the  University  of  Colorado.  He is
seeking the Chartered Financial Analyst designation.

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

Jonathan D. Coleman has been a research  analyst with Janus  Capital  since July
1994. He was a Fulbright  Fellow from August 1993 until June 1994.  His research
focuses on the railroad, computer, healthcare and financial services industries.
He holds a Bachelor  of Arts in  Political  Economy and  Spanish  from  Williams
College (1991-1993). He is seeking the Chartered Financial Analyst designation.
    


BREAKDOWN OF MANAGEMENT EXPENSES

   
The Fund pays Janus Capital a management fee which 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.  The  Fund's  management  fee  schedule
(expressed as an annual rate) is set out in the chart below.
    

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

The actual management fee paid by the Fund for the fiscal year ended October 31,
1996 was 0.68% 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.


JANUS VENTURE FUND PROSPECTUS                                  FEBRUARY 17, 1997
                                       12
<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 Fund became a series of the
Trust on August 7, 1992. It was previously  known as Janus Venture Fund, Inc., a
Maryland corporation. All references in this Prospectus to the Fund prior to the
above date are to its predecessor  entity and all references after such date are
to the series of the Trust.

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 that  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  discontinued  sales of its shares because its management  believes
that a substantial  increase in size may adversely  affect the Fund's ability to
achieve  its  investment   objective  by  reducing  its  flexibility  in  making
investments and in effecting portfolio changes.  Although sales to new investors
have been  discontinued,  existing  shareholders  are  permitted  to continue to
purchase  shares and to reinvest any dividends or capital  gains  distributions.
See the Shareholder's Manual beginning on page 7.

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 Fund's shareholders of record on April 30, 1992, and the
initial  shareholder(s) of all series of the Trust created after April 30, 1992,
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  management  of the Fund believes that the Trustees will
not  approve  an  arrangement  that is likely to  result  in  higher  costs,  no
assurance  is given  that  costs will be  materially  reduced if this  option is
implemented.


JANUS VENTURE FUND PROSPECTUS                                  FEBRUARY 17, 1997
                                       13
<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.

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


JANUS VENTURE FUND PROSPECTUS                                  FEBRUARY 17, 1997
                                       14
<PAGE>
APPENDIX A

GLOSSARY OF INVESTMENT TERMS

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

I. EQUITY AND DEBT SECURITIES

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

Commercial paper is a short-term debt obligation with a maturity ranging from
1 to 270 days issued by banks,  corporations  and other  borrowers  to investors
seeking to invest idle cash. For example, the Fund may purchase commercial paper
issued under Section 4(2) of the Securities Act of 1933.

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

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

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

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

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

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

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

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.
    

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.


JANUS VENTURE FUND PROSPECTUS                                  FEBRUARY 17, 1997
                                       15
<PAGE>
Step coupon bonds are debt  securities  that trade at a discount from their face
value and pay coupon interest. The discount from their 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.

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.

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 in
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 such  securities.  It may also enter  into  forward  contracts  to
purchase or sell securities or other financial indices.

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

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

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

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


JANUS VENTURE FUND PROSPECTUS                                  FEBRUARY 17, 1997
                                       16
<PAGE>



                      This page intentionally left blank.
<PAGE>
                             JANUS MONEY MARKET FUND
                       JANUS GOVERNMENT MONEY MARKET FUND
                       JANUS TAX-EXEMPT MONEY MARKET FUND

                              Institutional Shares

                               100 Fillmore Street
                              Denver, CO 80206-4928
                                  (800) 29JANUS

                                February 17, 1997



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

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

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

   
This prospectus contains information about the Shares that prospective investors
should consider  before  investing and should be read carefully and retained for
future  reference.  Additional  information about the Shares is contained in the
Statement of Additional  Information  ("SAI") dated February 17, 1997,  which is
filed with the Securities and Exchange Commission ("SEC") and is incorporated by
reference  into this  Prospectus.  The SAI is available upon request and without
charge by writing or calling the Funds at the address or telephone  number shown
above. 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
Funds.
    

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

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



CONTENTS

- --------------------------------------------------------------------------------
FEE TABLE
     ........................................................................  2
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
     ........................................................................  3
- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVES,
POLICIES AND TECHNIQUES
     ........................................................................  4
- --------------------------------------------------------------------------------
INVESTMENT ADVISER AND ADMINISTRATOR
     ........................................................................  7
- --------------------------------------------------------------------------------
DISTRIBUTIONS AND TAXES
     ........................................................................  8
- --------------------------------------------------------------------------------
PERFORMANCE
     ........................................................................  9
- --------------------------------------------------------------------------------
MISCELLANEOUS INFORMATION
     ........................................................................  9
- --------------------------------------------------------------------------------
SHAREHOLDER'S GUIDE
How to Open an Account ...................................................... 10
Purchasing Shares ........................................................... 10
How to Exchange Shares ...................................................... 11
How to Redeem Shares ........................................................ 11
Special Shareholder Services
   and Other Information .................................................... 12


JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS              FEBRUARY 17, 1997
                                       1
<PAGE>
FEE TABLE


SHAREHOLDER TRANSACTION EXPENSES (Applicable to each Fund)

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



ANNUAL OPERATING EXPENSES*
(Expressed as a percentage of average net assets)

<TABLE>

- ------------------------------------------------------------------------------------------------------------------------------------
                                                            Management Fee      Other Expenses    Total Operating Expenses
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>                 <C>                    <C>
Janus Money Market Fund - Institutional Shares                   .10%                .05%                   .15%
Janus Government Money Market Fund - Institutional Shares        .10%                .05%                   .15%
Janus Tax-Exempt Money Market Fund - Institutional Shares        .10%                .05%                   .15%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
   
*The  information  in the table above is based on expenses for the fiscal period
ended October 31, 1996, net of fee waivers from the investment adviser.  Without
such waivers,  the Management Fee, Other Expenses and Total  Operating  Expenses
would have been .20%, .15% and .35%,  respectively.  Janus Capital may modify or
terminate the waivers at any time upon at least 90 days' notice to the Trustees.
See "Investment Adviser and Administrator" for a more detailed discussion of the
fees.
    

EXAMPLE
You would indirectly pay the following expenses on a $1,000 investment, assuming
expense ratios remain as listed above and assuming a 5% annual  return,  with or
without redemption at the end of each period:

<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                       1 Year        3 Years        5 Years       10 Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>           <C>            <C>            <C>
Janus Money Market Fund - Institutional Shares                           $2            $5             $8             $19
Janus Government Money Market Fund - Institutional Shares                $2            $5             $8             $19
Janus Tax-Exempt Money Market Fund - Institutional Shares                $2            $5             $8             $19
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
THE EXPENSES IN THE EXAMPLE ABOVE SHOULD NOT BE CONSIDERED A  REPRESENTATION  OF
PAST OR FUTURE  EXPENSES  AND ACTUAL  EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN. THE ASSUMED 5% ANNUAL RETURN IS HYPOTHETICAL AND SHOULD NOT BE CONSIDERED
A REPRESENTATION OF PAST OR FUTURE ANNUAL RETURNS,  WHICH MAY BE GREATER OR LESS
THAN THE ASSUMED AMOUNT.

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


JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS              FEBRUARY 17, 1997
                                       2
<PAGE>
FINANCIAL HIGHLIGHTS

The information  below is for fiscal periods ending October 31 of each year. The
accounting  firm of  Price  Waterhouse  LLP has  audited  the  Funds'  financial
statements  and their report is included in the Funds' Annual  Report,  which is
incorporated by reference into the SAI.

<TABLE>
                                                                                  Janus                       Janus
                                                        Janus                  Government                  Tax-Exempt
                                                    Money Market              Money Market                Money Market
                                                        Fund                      Fund                        Fund
      Institutional Shares                       1996         1995(1)        1996        1995(1)        1996          1995(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>          <C>            <C>         <C>            <C>          <C>
   
 1. Net asset value, beginning of period        $1.00        $1.00          $1.00       $1.00          $1.00        $1.00
- ------------------------------------------------------------------------------------------------------------------------------------
    Income from investment operations:
 2. Net investment income                         .05          .03            .05         .03            .04         .02
 3. Net gains or (losses) on securities
    (both realized and unrealized)                 --           --            --          --              --          --
- ------------------------------------------------------------------------------------------------------------------------------------
 4. Total from investment operations              .05          .03            .05         .03            .04         .02
- ------------------------------------------------------------------------------------------------------------------------------------
    Less distributions:
 5. Dividends (from net investment income)       (.05)        (.03)          (.05)       (.03)          (.04)       (.02)
 6. Distributions (from capital gains)             --           --             --          --             --          --
- ------------------------------------------------------------------------------------------------------------------------------------
 7. Total distributions                          (.05)        (.03)          (.05)       (.03)          (.04)       (.02)
- ------------------------------------------------------------------------------------------------------------------------------------
 8. Net asset value, end of period              $1.00        $1.00          $1.00       $1.00          $1.00       $1.00
- ------------------------------------------------------------------------------------------------------------------------------------
 9. Total return*                                5.61%        3.25%          5.50%       3.20%          3.74%       2.09%
- ------------------------------------------------------------------------------------------------------------------------------------
10. Net assets, end of period
    (in thousands)                             $1,706         $305            $59         $44             $2         $11
11. Average net assets for the period
    (millions)                                   $874         $202            $53         $25             $2          $1
12. Ratio of expenses to average net assets**    0.15%(2)     0.15% (2)      0.15%(2)    0.15%(2)       0.15%(2)    0.15%(2)
13. Ratio of net investment income
    to average net assets**                      5.41%        5.86%          5.34%       5.75%          3.82%       3.82%
    
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  Period from April 17, 1995 (inception) through October 31, 1995.
(2)  The ratio was .35% before voluntary reduction of fees.
   
 *   Total return is not annualized for periods of less than one full year.
**   Annualized for periods of less than one full year.
    


JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS              FEBRUARY 17, 1997
                                       3
<PAGE>
INVESTMENT OBJECTIVES, POLICIES AND TECHNIQUES

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

INVESTMENT OBJECTIVES

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

COMMON INVESTMENT POLICIES

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

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

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

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

TYPES OF INVESTMENTS

JANUS MONEY MARKET FUND

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

DEBT OBLIGATIONS
The  Fund  may  invest  in  debt  obligations  of  domestic  issuers,  including
commercial  paper  (short-term  promissory  notes issued by companies to finance
their, or their affiliates', current obligations), notes and bonds, and variable
amount master demand notes. The payment  obligations on these instruments may be
backed by  securities,  swap  agreements or other assets,  by the guarantee of a
third party or solely by the  unsecured  promise of the issuer to make  payments
when due.  The Fund may invest in  privately  issued  commercial  paper or other
securities  that are restricted as to disposition  under the federal  securities
laws. In general,  sales of these securities may not be made absent registration
under the  Securities  Act of 1933 (the "1933  Act") or the  availability  of an
appropriate  exemption.  Pursuant  to Section  4(2) of the 1933 Act or Rule 144A
adopted under the 1933 Act,  however,  some of these securities are eligible for
resale to institutional investors, and accordingly,  Janus Capital may determine
that a liquid market exists for such a security  pursuant to guidelines  adopted
by the Trustees.

OBLIGATIONS OF FINANCIAL INSTITUTIONS
The Fund may  invest in  obligations  of  financial  institutions.  Examples  of
obligations  in which the Fund may invest  include  negotiable  certificates  of
deposit, bankers' acceptances and time deposits of U.S. banks (including savings
and loan associations)


JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS              FEBRUARY 17, 1997
                                       4
<PAGE>
having  total  assets in excess of one  billion  dollars  and U.S.  branches  of
foreign banks having total assets in excess of ten billion dollars. The Fund may
also invest in Eurodollar and Yankee bank obligations as discussed below.

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

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

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

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

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

JANUS GOVERNMENT MONEY MARKET FUND

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

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

JANUS TAX-EXEMPT MONEY MARKET FUND

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

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


JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS              FEBRUARY 17, 1997
                                       5
<PAGE>
When the assets and revenues of an agency,  authority,  instrumentality or other
political  subdivision  are separate from those of the  government  creating the
issuing  entity and a security is backed only by the assets and  revenues of the
issuing  entity,  that  entity  will be  deemed  to be the  sole  issuer  of the
security.  Similarly,  in the case of an industrial development bond backed only
by the assets and revenues of the non-governmental  issuer, the non-governmental
issuer will be deemed to be the sole issuer of the bond.

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

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

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

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

COMMON INVESTMENT TECHNIQUES

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

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

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


JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS              FEBRUARY 17, 1997
                                       6
<PAGE>
or other  government  securities or indices on securities  that are  permissible
investments of the Funds,  as well as other money market rates of interest.  The
Funds will not purchase  securities  whose values are tied to interest  rates or
indices that are not appropriate for the duration and volatility  standards of a
money market fund.

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

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

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

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

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



INVESTMENT ADVISER AND ADMINISTRATOR

INVESTMENT ADVISER

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

   
Pursuant  to  the  Investment  Advisory  Agreements,   Janus  Capital  furnishes
continuous advice and recommendations  concerning each Fund's investments.  Each
of the Funds has agreed to compensate Janus Capital for its advisory services by
the  monthly  payment of a fee at the  annual  rate of 0.20% of the value of the
average  daily net  assets of each  Fund.  Janus  Capital  has agreed to waive a
portion  of its fee and  accordingly,  the  advisory  fee of each  Fund  will be
calculated at the annual rate of 0.10% of the value of each Fund's average daily
net assets. Janus Capital may modify or terminate the waiver at any time upon at
least 90 days' notice to the Trustees.
    


JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS              FEBRUARY 17, 1997
                                       7
<PAGE>
ADMINISTRATOR

   
Each of the Funds has also entered into an  Administration  Agreement with Janus
Capital,  pursuant  to which Janus  Capital  furnishes  certain  administrative,
compliance  and  accounting  services for the Funds,  pays the costs of printing
reports and  prospectuses for existing  shareholders,  provides office space for
the Funds and pays the  salaries,  fees and expenses of all Fund officers and of
those Trustees who are affiliated  with Janus Capital.  Administrative  services
provided by Janus Capital under the  Administration  Agreements  include custody
and transfer  agency  services.  Janus  Capital is paid an  administration  fee,
calculated  daily and paid monthly,  at the annual rate of 0.15% of the value of
the average  daily net assets of each Fund  attributable  to Shares for services
rendered pursuant to the Administration Agreements.  Janus Capital has agreed to
waive a portion of its fee and accordingly,  the  administration fee paid by the
Shares  will be  calculated  at the  annual  rate of 0.05% of the  value of each
Fund's average daily net assets  attributable  to the Shares.  Janus Capital may
modify or terminate this waiver upon at least 90 days' notice to the Trustees.
    

Each Fund pays all of its  expenses  not  assumed  by Janus  Capital,  including
auditing fees and independent Trustees' fees and expenses.

PORTFOLIO TRANSACTIONS

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

PERSONAL INVESTING

Janus Capital 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 Funds and
Janus  Capital's  other  advisory  clients.   See  the  SAI  for  more  detailed
information.



DISTRIBUTIONS AND TAXES

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

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

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

The Funds reserve the right to require purchase and redemption requests prior to
these  times on days when the bond  market  closes  before  4:00 p.m.  (New York
time).

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

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


JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS              FEBRUARY 17, 1997
                                       8
<PAGE>
Dividends and capital gains distributions may also be subject to state and local
taxes. In certain states some portion of dividends and distributions  (depending
on the sources of the Fund's net income) of Janus  Tax-Exempt  Money Market Fund
may be exempt from state and local taxes.  Shareholders should consult their own
tax advisor regarding exemption from any applicable state and local tax, as well
as the tax treatment of any dividends or distributions from the Shares.

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



PERFORMANCE

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

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

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



MISCELLANEOUS INFORMATION

ORGANIZATION
Each Fund is an open-end management investment company registered under the 1940
Act as a series of the Trust,  which was created on February 11, 1986. Each Fund
currently  offers three classes of shares by separate  prospectuses.  The Shares
offered  by  this  Prospectus  are  available  only  to  institutional  clients,
including corporations,  foundations and trusts, and individuals meeting certain
initial investment requirements.  A second class of shares of each Fund, Service
Shares,  are available  only through  Financial  Institutions  that meet minimum
investment  requirements  in connection  with trust  accounts,  cash  management
programs and similar  programs.  A third class of shares of each Fund,  Investor
Shares, are available to the general public.  Because the expenses of each class
may differ,  the  performance of each class is expected to differ.  If you would
like   additional   information,   please  call  Janus   Extended   Services  at
1-800-29JANUS.

PRINCIPAL SHAREHOLDERS
   
As of February 11, 1997, the following corporations  owned more than 25% of the
Shares of the following Funds:  Comerica Bank owned 28.07% of Janus Money Market
Fund - Institutional  Shares;  Western Digital Corporation owned 68.89% of Janus
Government Money Market Fund - Institutional  Shares; and First Bank, N.A. owned
47.52% and 30.22% for two custodial  accounts of Janus  Tax-Exempt  Money Market
Fund Institutional Shares.
    

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

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

CUSTODIAN, TRANSFER AGENT
AND DISTRIBUTOR
United Missouri Bank, N.A., P.O. Box 419226,  Kansas City, Missouri  64141-6226,
is the custodian of the Funds' assets. The custodian holds each Fund's assets in
safekeeping   and  collects  and  remits  the  income  thereon  subject  to  the
instructions of each Fund. Janus Service Corporation,  P.O. Box 173375,  Denver,
Colorado  80217-3375,  a  wholly-owned  subsidiary  of Janus  Capital,  provides
transfer  agency and  shareholder  services for the Funds.

Janus Distributors,  Inc., 100 Fillmore Street, Denver,  Colorado 80206-4928,  a
wholly-owned subsidiary of Janus Capital, is a distributor of the Shares.


JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS              FEBRUARY 17, 1997
                                       9
<PAGE>
SHAREHOLDER'S GUIDE

HOW TO OPEN AN ACCOUNT

ESTABLISHING YOUR ACCOUNT

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

Via Regular Mail           Via Express Mail - Overnight Delivery
   
Janus                      Janus
    
P.O. Box 173375            100 Fillmore Street
Denver, CO 80217-3375      Denver, CO 80206-4928
Attn: Extended Services    Attn:Extended Services

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

You may set up your account for Investment  Retirement Plan rollovers (in excess
of $250,000) under a tax-sheltered retirement plan. A retirement plan allows you
to shelter your  investment  income from current income taxes. A contribution to
these plans may also be tax deductible. Distributions from a retirement plan 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 Funds.  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).

   
Please refer to the Janus IRA booklet for complete  information  regarding IRAs.
You  will  need  a  special  application  to be  enrolled  in the  plan.  For an
application and more details, call 1-800-525-3713.
    

TAXPAYER IDENTIFICATION NUMBERS

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 Funds 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 Funds for
any penalty that the IRS may impose.

DISTRIBUTION OPTIONS

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

PURCHASING SHARES

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

WIRE INSTRUCTIONS:

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

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

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

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

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

MINIMUM INVESTMENT

The minimum  initial  investment  in the Shares is  $250,000.  The Funds may, in
their discretion,  waive this minimum under certain  circumstances  but, in such
event,  the  minimum  must be  reached  within 90 days of opening  the  account.
Shareholders  who do not maintain the $250,000  minimum will be given the option
of exchanging into Investor Shares or having their Shares redeemed.


JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS              FEBRUARY 17, 1997
                                       10
<PAGE>
NET ASSET VALUE

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

SHARE CERTIFICATES

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

HOW TO EXCHANGE SHARES

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


HOW TO REDEEM SHARES

PARTIAL OR COMPLETE REDEMPTIONS

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

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

Via Regular Mail           Via Express Mail - Overnight Delivery
   
Janus                      Janus
    
P.O. Box 173375            100 Fillmore Street
Denver, CO 80217-3375      Denver, CO 80206-4928
Attn: Extended Services    Attn:Extended Services

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

For IRA shareholders,  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.

BY TELEPHONE
Shares may be redeemed by  telephone.  If a request for a redemption is received
by 3:00 p.m.  (New York time) for Janus Money  Market Fund and Janus  Government
Money Market Fund and by 12:00 p.m. (New York time) for Janus  Tax-Exempt  Money
Market Fund,  Shares will be redeemed and the redemption amount wired in federal
funds to the shareholder's  predesignated bank account that day. After 3:00 p.m.
(12:00 p.m. for Janus Tax-Exempt  Money Market Fund), a redemption  request will
be  processed  at that  day's NAV and will  include  that day's  dividends,  but
generally  will not be wired until the next bank business day. The Funds reserve
the right to require  redemption  requests prior to these times on days when the
bond  market  closes  before  4:00  p.m.  (New York  time).  There is no fee for
redemptions by wire.

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


JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS              FEBRUARY 17, 1997
                                       11
<PAGE>
SPECIAL SHAREHOLDER SERVICES AND OTHER INFORMATION

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

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

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

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

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

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

TEMPORARY SUSPENSION OF SERVICES

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


JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS              FEBRUARY 17, 1997
                                       12
<PAGE>
CONTENTS

- --------------------------------------------------------------------------------
FEE TABLE
     ........................................................................  1
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
     ........................................................................  2
- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVES,
POLICIES AND TECHNIQUES
     ........................................................................  2
- --------------------------------------------------------------------------------
INVESTMENT ADVISER AND ADMINISTRATOR
     ........................................................................  5
- --------------------------------------------------------------------------------
DISTRIBUTIONS AND TAXES
     ........................................................................  6
- --------------------------------------------------------------------------------
PERFORMANCE
     ........................................................................  7
- --------------------------------------------------------------------------------
MISCELLANEOUS INFORMATION
     ........................................................................  8
- --------------------------------------------------------------------------------
SHAREHOLDER'S GUIDE
Purchases ...................................................................  9
Redemptions .................................................................  9
Shareholder Communications ..................................................  9


                             JANUS MONEY MARKET FUND
                       JANUS GOVERNMENT MONEY MARKET FUND
                       JANUS TAX-EXEMPT MONEY MARKET FUND

                                 Service Shares

                               100 Fillmore Street
                              Denver, CO 80206-4923

                                February 17, 1997



Janus  Money  Market  Fund,  Janus  Government  Money  Market  Fund,  and  Janus
Tax-Exempt  Money Market Fund  (individually,  a "Fund" and,  collectively,  the
"Funds") are designed for investors who seek maximum  current income  consistent
with stability of capital.  This prospectus offers a separate class of shares of
each Fund  (collectively,  the  "Shares")  exclusively  through  banks and other
financial  institutions  ("Financial  Institutions")  in  connection  with trust
accounts,  cash  management  programs  and  similar  programs  provided to their
customers.  Each  Fund is a  separate  series  of  Janus  Investment  Fund  (the
"Trust"), an open-end management investment company.

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

The Shares are offered with no sales charges, commissions, redemption fees, Rule
12b-1 fees or deferred sales  charges.  There is a $250,000  initial  investment
minimum by each Financial  Institution.  The Financial Institution may aggregate
investments by all of its customers to achieve this minimum. There is no minimum
amount  required for  subsequent  investments.  For  complete  details on how to
purchase,  redeem  and  exchange  Shares,  please  see the  Shareholder's  Guide
beginning at page 9.

   
This prospectus contains information about the Shares that prospective investors
should consider  before  investing and should be read carefully and retained for
future  reference.  Additional  information about the Shares is contained in the
Statement of Additional  Information  ("SAI") dated February 17, 1997,  which is
filed with the Securities and Exchange Commission ("SEC") and is incorporated by
reference  into this  Prospectus.  The SAI is available upon request and without
charge by writing or calling your Financial Institution. 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 Funds.
    

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 OR DISAPPROVED BY THE SEC OR ANY STATE
SECURITIES  COMMISSION NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE  ACCURACY OR ADEQUACY OF THIS  PROSPECTUS.  ANY  REPRESENTATION  TO THE
CONTRARY IS A CRIMINAL OFFENSE.

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


<PAGE>
FEE TABLE


SHAREHOLDER TRANSACTION EXPENSES (Applicable to each Fund)

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



ANNUAL OPERATING EXPENSES(1)
(Expressed as a percentage of average net assets)
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                           Management          Other        Total Operating
                                                                             Fee(1)        Expenses(1,2)      Expenses(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>              <C>               <C>
Janus Money Market Fund - Service Shares                                      0.10%            0.30%             0.40%
Janus Government Money Market Fund - Service Shares                           0.10%            0.30%             0.40%
Janus Tax-Exempt Money Market Fund - Service Shares                           0.10%            0.30%             0.40%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
   
(1)  The fees and  expenses in the table above are based on the  estimated  fees
     and expenses that the Service  Shares of the Funds expect to incur in their
     initial  fiscal  year,  net of fee  waivers  from the  investment  adviser.
     Without  such  waivers,  the  Management  Fee,  Other  Expenses  and  Total
     Operating  Expenses for Service Shares are estimated to be 0.20%, 0.40% and
     0.60%,  respectively.  Janus Capital may modify or terminate the waivers at
     any time upon at least 90 days'  notice to the  Trustees.  See  "Investment
     Adviser and Administrator" for a more detailed discussion of the fees.
    
(2)  A portion of the administration fee included in "other expense" may be used
     to compensate Financial Institutions for providing  administrative services
     to their customers who invest in the Shares. See  "Administrator"  for more
     details. Certain Financial Institutions may charge additional fees directly
     to their customers for other services.  Consult your Financial  Institution
     to determine whether it charges any additional fees.

EXAMPLE
You would indirectly pay the following expenses on a $1,000 investment, assuming
expense ratios remain as listed above and assuming a 5% annual  return,  with or
without redemption at the end of each period:

<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                  1 Year                     3 Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>                        <C>
Janus Money Market Fund - Service Shares                                            $4                         $13
Janus Government Money Market Fund - Service Shares                                 $4                         $13
Janus Tax-Exempt Money Market Fund - Service Shares                                 $4                         $13
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
THE EXPENSES IN THE EXAMPLE ABOVE SHOULD NOT BE CONSIDERED A  REPRESENTATION  OF
PAST OR FUTURE  EXPENSES  AND ACTUAL  EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN. THE ASSUMED 5% ANNUAL RETURN IS HYPOTHETICAL AND SHOULD NOT BE CONSIDERED
A REPRESENTATION OF PAST OR FUTURE ANNUAL RETURNS,  WHICH MAY BE GREATER OR LESS
THAN THE ASSUMED AMOUNT.

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


JANUS MONEY MARKET FUNDS - SERVICE SHARES PROSPECTUS           FEBRUARY 17, 1997
                                       1
<PAGE>
FINANCIAL HIGHLIGHTS

No Financial  Highlights are presented for the Shares because the Shares did not
commence operations until November 22, 1996.

INVESTMENT OBJECTIVES, POLICIES AND TECHNIQUES

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

INVESTMENT OBJECTIVES

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

COMMON INVESTMENT POLICIES

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

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

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

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

TYPES OF INVESTMENTS

JANUS MONEY MARKET FUND

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

DEBT OBLIGATIONS
The  Fund  may  invest  in  debt  obligations  of  domestic  issuers,  including
commercial  paper  (short-term  promissory  notes issued by companies to finance
their, or their affiliates', current obligations), notes and bonds, and variable
amount master demand notes. The payment  obligations on these instruments may be
backed by  securities,  swap  agreements or other assets,  by the guarantee of a
third party or solely by the  unsecured  promise of the issuer to make  payments
when due.  The Fund may invest in  privately  issued  commercial  paper or other
securities  that are restricted as to disposition  under the federal  securities
laws. In general,  sales of these securities may not be made absent registration
under the  Securities  Act of 1933 (the "1933  Act") or the  availability  of an
appropriate  exemption.  Pursuant  to Section  4(2) of the 1933 Act or Rule 144A
adopted under the 1933 Act,  however,  some of these securities are eligible for
resale to institutional investors, and accordingly,  Janus Capital may determine
that a liquid market exists for such a security  pursuant to guidelines  adopted
by the Trustees.


JANUS MONEY MARKET FUNDS - SERVICE SHARES PROSPECTUS           FEBRUARY 17, 1997
                                       2
<PAGE>
OBLIGATIONS OF FINANCIAL INSTITUTIONS
The Fund may  invest in  obligations  of  financial  institutions.  Examples  of
obligations  in which the Fund may invest  include  negotiable  certificates  of
deposit, bankers' acceptances and time deposits of U.S. banks (including savings
and loan associations)  having total assets in excess of one billion dollars and
U.S.  branches of foreign  banks  having  total  assets in excess of ten billion
dollars.  The Fund may also invest in Eurodollar and Yankee bank  obligations as
discussed below.

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

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

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

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

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

JANUS GOVERNMENT MONEY MARKET FUND

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

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

JANUS TAX-EXEMPT MONEY MARKET FUND

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

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


JANUS MONEY MARKET FUNDS - SERVICE SHARES PROSPECTUS           FEBRUARY 17, 1997
                                       3
<PAGE>
operated industrial and commercial facilities.  The Fund may also invest in high
quality  participation  interests  in  municipal  securities.  A  more  detailed
description of various types of municipal  securities is contained in Appendix B
in the SAI.

When the assets and revenues of an agency,  authority,  instrumentality or other
political  subdivision  are separate from those of the  government  creating the
issuing  entity and a security is backed only by the assets and  revenues of the
issuing  entity,  that  entity  will be  deemed  to be the  sole  issuer  of the
security.  Similarly,  in the case of an industrial development bond backed only
by the assets and revenues of the non-governmental  issuer, the non-governmental
issuer will be deemed to be the sole issuer of the bond.

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

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

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

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

COMMON INVESTMENT TECHNIQUES

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

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

VARIABLE AND FLOATING RATE SECURITIES
The  securities in which the Funds invest may have variable or floating rates of
interest.  These securities pay interest at rates that are adjusted periodically
according to a specified formula, usually


JANUS MONEY MARKET FUNDS - SERVICE SHARES PROSPECTUS           FEBRUARY 17, 1997
                                       4
<PAGE>
with reference to some interest rate index or market  interest rate.  Securities
with ultimate maturities of greater than 397 days may be purchased only pursuant
to Rule 2a-7. Under that Rule, only those long-term instruments that have demand
features which comply with certain  requirements  and certain variable rate U.S.
Government Securities may be purchased.  Similar to fixed rate debt instruments,
variable and floating rate  instruments are subject to changes in value based on
changes  in market  interest  rates or changes in the  issuer's  or  guarantor's
creditworthiness.  The rate of interest on securities purchased by a Fund may be
tied to  short-term  Treasury  or other  government  securities  or  indices  on
securities that are permissible investments of the Funds, as well as other money
market rates of interest.  The Funds will not purchase  securities  whose values
are tied to interest rates or indices that are not  appropriate for the duration
and volatility standards of a money market fund.

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

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

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

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

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



INVESTMENT ADVISER AND ADMINISTRATOR

INVESTMENT ADVISER

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


JANUS MONEY MARKET FUNDS - SERVICE SHARES PROSPECTUS           FEBRUARY 17, 1997
                                       5
<PAGE>
   
Pursuant  to  the  Investment  Advisory  Agreements,   Janus  Capital  furnishes
continuous advice and recommendations  concerning each Fund's investments.  Each
of the Funds has agreed to compensate Janus Capital for its advisory services by
the  monthly  payment of a fee at the  annual  rate of 0.20% of the value of the
average  daily net  assets of each  Fund.  Janus  Capital  has agreed to waive a
portion  of its fee and  accordingly,  the  advisory  fee of each  Fund  will be
calculated at the annual rate of 0.10% of the value of each Fund's average daily
net assets. Janus Capital may modify or terminate the waiver at any time upon at
least 90 days' notice to the Trustees.
    

ADMINISTRATOR

   
Each of the Funds has also entered into an  Administration  Agreement with Janus
Capital,  pursuant  to which Janus  Capital  furnishes  certain  administrative,
compliance  and  accounting  services for the Funds,  pays the costs of printing
reports and  prospectuses for existing  shareholders,  provides office space for
the Funds and pays the  salaries,  fees and expenses of all Fund officers and of
those Trustees who are affiliated  with Janus Capital.  Administrative  services
provided by Janus Capital under the  Administration  Agreements  include custody
and transfer  agency  services.  Janus  Capital is paid an  administration  fee,
calculated  daily and paid monthly,  at the annual rate of 0.40% of the value of
the average  daily net assets of each Fund  attributable  to Shares for services
rendered pursuant to the Administration Agreements.  Janus Capital has agreed to
waive a portion of its fee and accordingly,  the  administration fee paid by the
Shares  will be  calculated  at the  annual  rate of 0.30% of the  value of each
Fund's average daily net assets  attributable  to the Shares.  Janus Capital may
modify or terminate this waiver at any time upon at least 90 days' notice to the
Trustees.
    

Each Fund pays all of its  expenses  not  assumed  by Janus  Capital,  including
auditing fees and independent Trustees' fees and expenses.

Janus Capital may use all or a portion of its  administration  fee to compensate
Financial Institutions for providing  administrative services to their customers
who invest in the Shares. The types of services that the Financial  Institutions
would provide  include  serving as the sole  shareholder of record,  shareholder
recordkeeping,  processing and aggregating purchase and redemption transactions,
providing  periodic  statements,   forwarding   shareholder  reports  and  other
materials,  providing tax information, and providing other similar services that
the  Funds  would  have to  perform  if they  were  dealing  directly  with  the
beneficial owners,  rather than the Financial  Institutions,  as shareholders of
record.

The Glass-Steagall Act prohibits a depository  institution (such as a commercial
bank or a savings and loan association) from being an underwriter or distributor
of most securities.  In the event the  Glass-Steagall  Act is deemed to prohibit
depository  institutions from acting in the administrative  capacities described
above or should Congress relax current restrictions on depository  institutions,
the Trustees will consider appropriate changes in the services.

PORTFOLIO TRANSACTIONS

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

PERSONAL INVESTING

Janus Capital 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 Funds and
Janus  Capital's  other  advisory  clients.   See  the  SAI  for  more  detailed
information.



DISTRIBUTIONS AND TAXES

Dividends  representing  substantially  all of the net investment income and any
net realized gains on sales of securities are declared daily, Saturdays, Sundays
and holidays  included,  and distributed on the last business day of each month.
If a month begins on a Saturday, Sunday or holiday, dividends for those days are
declared at the end of the preceding month and distributed on the first business
day of the month.  Distributions  will be  reinvested in Shares of a Fund unless
otherwise  elected by the  shareholder  pursuant to the  options  offered by the
Financial Institution.

Distributions  for all of the Funds (except Janus  Tax-Exempt Money Market Fund)
are  taxable   income  and  are  subject  to  federal  income  tax  (except  for
shareholders exempt from income tax), whether such distributions are received in
cash or are reinvested in additional Shares. Full


JANUS MONEY MARKET FUNDS - SERVICE SHARES PROSPECTUS           FEBRUARY 17, 1997
                                       6
<PAGE>
information  regarding the tax status of income  dividends and any capital gains
distributions  will be mailed to  Financial  Institutions  who will  forward the
information  to their  customers  for tax purposes on or before  January 31st of
each year.  Because the Funds are money  market  funds,  they do not  anticipate
making any capital gains distributions.

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

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

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



PERFORMANCE

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

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

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


JANUS MONEY MARKET FUNDS - SERVICE SHARES PROSPECTUS           FEBRUARY 17, 1997
                                       7
<PAGE>
MISCELLANEOUS INFORMATION

ORGANIZATION

Each Fund is an open-end management investment company registered under the 1940
Act as a series of the Trust,  which was created on February 11, 1986. Each Fund
currently  offers three classes of shares by separate  prospectuses.  The Shares
offered by this  Prospectus  are available only through  Financial  Institutions
that meet minimum  investment  requirements  in connection  with trust accounts,
cash management  programs and similar programs  provided to their  customers.  A
second class of shares, Institutional Shares of each Fund, are available only to
institutional  clients,  including  corporations,  foundations  and trusts,  and
individuals  meeting certain initial investment  requirements.  A third class of
shares,  Investor  Shares of each Fund,  are  available  to the general  public.
Because the expenses of each class may differ,  the performance of each class is
expected  to  differ.  If you would like  additional  information,  please  call
1-800-29JANUS.

TRUSTEES

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

VOTING RIGHTS

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

CUSTODIAN, TRANSFER AGENT
AND DISTRIBUTOR

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

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

Janus Distributors,  Inc., 100 Fillmore Street, Denver,  Colorado 80206-4928,  a
wholly-owned subsidiary of Janus Capital, is a distributor of the Shares.


JANUS MONEY MARKET FUNDS - SERVICE SHARES PROSPECTUS           FEBRUARY 17, 1997
                                       8
<PAGE>
SHAREHOLDER'S GUIDE

INVESTORS MAY NOT PURCHASE OR REDEEM SHARES OF THE FUNDS DIRECTLY. SHARES MAY BE
PURCHASED OR REDEEMED ONLY THROUGH  FINANCIAL  INSTITUTIONS  IN CONNECTION  WITH
TRUST ACCOUNTS,  CASH MANAGEMENT  PROGRAMS AND SIMILAR PROGRAMS.  YOUR FINANCIAL
INSTITUTION  WILL  PROVIDE YOU WITH  INSTRUCTIONS  ON  PURCHASING  OR  REDEEMING
SHARES.

The Financial  Institutions are responsible for promptly transmitting  purchase,
redemption and other requests to the Funds under the  arrangements  made between
the Financial  Institutions and their  customers.  The Funds are not responsible
for the failure of any Financial Institution to carry out its obligations to its
customers.

PURCHASES

Purchases of Fund Shares may be made only through omnibus  accounts of Financial
Institutions  in connection with trust  accounts,  cash management  programs and
similar programs.  Your Financial Institution will provide you with instructions
on  purchasing  Shares.  The  Financial  Institutions  may  impose  charges  and
restrictions   different  from  those  imposed  by  the  Funds.   The  Financial
Institutions  may  also  require   different   minimum  initial  and  subsequent
investments than required by the Funds.

All  investments  in  the  Funds  are  credited  to  a  participating  Financial
Institution's  omnibus  account upon  acceptance  of the  investment  by a Fund.
Investments  will be  processed  at the NAV  next  determined  after an order is
received and accepted by a Fund.

Each Fund  reserves the right to reject any specific  purchase  order.  Purchase
orders may be refused if, in Janus  Capital's  opinion,  they are of a size that
would disrupt the  management of a Fund. Any Fund may  discontinue  sales of its
Shares if management  believes that a substantial further increase may adversely
affect that Fund's ability to achieve its investment  objective.  In such event,
however, it is anticipated that existing Financial Institution customers in that
Fund would be permitted to continue to authorize  investment in such Fund and to
reinvest any dividends or capital gains distributions.

MINIMUM INVESTMENT

There is a $250,000  initial  aggregate  investment  minimum  by each  Financial
Institution.  The Funds  may,  in their  discretion,  waive this  minimum  under
certain  circumstances but, in such event, the minimum must be reached within 90
days of opening the  account.  Financial  Institutions  who do not  maintain the
$250,000  minimum  will be given the option of  requesting  their  customers  to
exchange into Investor  Shares if the required  minimum  investment for Investor
Shares is met or having their customers' Shares redeemed.

NET ASSET VALUE

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

SHARE CERTIFICATES

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

REDEMPTIONS

Redemptions,  like  purchases,  may be effected  only  through  the  accounts of
participating  Financial  Institutions.  Your Financial Institution will provide
you with instructions on redeeming shares.

Shares  of any  Fund  may be  redeemed  on any  business  day.  Redemptions  are
processed  at the NAV  next  calculated  after  receipt  and  acceptance  of the
redemption order by the Fund.  Redemption proceeds will normally be wired to the
participating  Financial  Institution the business day following  receipt of the
redemption  order,  but in no event later than seven days after  receipt of such
order.

SHAREHOLDER COMMUNICATIONS

Shareholders will receive annual and semiannual  reports including the financial
statements  of the Funds that they have  authorized  for  investment  from their
Financial Institution.  Each report will show the investments owned by each Fund
and the market values thereof,  as well as other information about the Funds and
their operations. The Trust's fiscal year ends October 31.


JANUS MONEY MARKET FUNDS - SERVICE SHARES PROSPECTUS           FEBRUARY 17, 1997
                                       9
<PAGE>
                              JANUS INVESTMENT FUND

                               100 Fillmore Street
                              Denver, CO 80206-4928
                                 (800) 525-3713
- --------------------------------------------------------------------------------
                       Statement of Additional Information
                                February 17, 1997
- --------------------------------------------------------------------------------

     GROWTH FUNDS                            FIXED-INCOME FUNDS
     Janus Fund                              Janus Flexible Income Fund
     Janus Enterprise Fund                   Janus High-Yield Fund
     Janus Mercury Fund                      Janus Federal Tax-Exempt Fund
     Janus Olympus Fund                      Janus Short-Term Bond Fund
     Janus Overseas Fund
     Janus Twenty Fund
     Janus Worldwide Fund

                                COMBINATION FUNDS
                               Janus Balanced Fund
                            Janus Equity Income Fund
                          Janus Growth and Income Fund


     This  Statement of  Additional  Information  ("SAI")  pertains to the funds
listed above,  each of which is a separate  series of Janus  Investment  Fund, a
Massachusetts  business trust (the  "Trust").  Each of these series of the Trust
represents shares of beneficial  interest in a separate  portfolio of securities
and other assets with its own objective and policies (individually, a "Fund" and
collectively,  the  "Funds").  Each Fund is managed  separately by Janus Capital
Corporation ("Janus Capital").

     This SAI is not a  Prospectus  and should be read in  conjunction  with the
Prospectus  of each Fund dated  February 17,  1997,  which are  incorporated  by
reference  into this SAI and may be  obtained  from the Trust at the above phone
number or address.  This SAI contains  additional and more detailed  information
about the Funds' operations and activities than the Prospectuses.


                                                                 [LOGO]    JANUS
<PAGE>
                              JANUS INVESTMENT FUND
                       STATEMENT OF ADDITIONAL INFORMATION
                                TABLE OF CONTENTS

                                                                            Page
- --------------------------------------------------------------------------------
     Investment Policies, Restrictions and Techniques .......................  3
        Investment Objectives ...............................................  3
        Portfolio Policies ..................................................  4
        Investment Restrictions Applicable to All Funds .....................  4
        Investment Policies Applicable to Certain Funds .....................  5
        Types of Securities and Investment Techniques .......................  6
          Illiquid Investments ..............................................  6
          Zero Coupon, Pay-In-Kind and Step Coupon Securities ...............  6
          Pass-Through Securities ...........................................  7
          Investment Company Securities .....................................  7
          Depositary Receipts ...............................................  7
          Municipal Obligations .............................................  8
          Other Income-Producing Securities .................................  8
          Repurchase and Reverse Repurchase Agreements ......................  8
          High-Yield/High-Risk Securities ...................................  9
          Futures, Options and Other Derivative Instruments .................  9
     Investment Adviser ..................................................... 16
     Custodian, Transfer Agent and Certain Affiliations ..................... 17
     Portfolio Transactions and Brokerage ................................... 18
     Officers and Trustees .................................................. 20
     Purchase of Shares ..................................................... 23
        Net Asset Value Determination ....................................... 23
        Reinvestment of Dividends and Distributions ......................... 24
     Redemption of Shares ................................................... 24
     Shareholder Accounts ................................................... 24
        Telephone Transactions .............................................. 24
        Systematic Redemptions .............................................. 25
     Retirement Plans ....................................................... 25
     Income Dividends, Capital Gains Distributions and Tax Status ........... 25
     Principal Shareholders ................................................. 26
     Miscellaneous Information .............................................. 26
        Shares of the Trust ................................................. 27
        Voting Rights ....................................................... 27
        Independent Accountants ............................................. 27
        Registration Statement .............................................. 27
     Performance Information ................................................ 27
     Financial Statements ................................................... 29
     Appendix A ............................................................. 30
        Explanation of Ratings Categories ................................... 30
- --------------------------------------------------------------------------------


                                       2
<PAGE>
INVESTMENT POLICIES, RESTRICTIONS AND TECHNIQUES

     Each  Fund's  investment  objective  is  discussed  in the  Prospectus  and
summarized  below.  There is no  assurance  that the Funds  will  achieve  their
respective   objectives.   The  investment  objectives  of  the  Funds  are  not
fundamental and may be changed by the Trustees without shareholder approval.

INVESTMENT OBJECTIVES

   
     Janus Fund is a diversified  fund that seeks long-term growth of capital in
a manner  consistent  with the  preservation  of capital by  investing in common
stocks of issuers of any size.  Generally,  this Fund  emphasizes  issuers  with
larger market capitalizations.
    

     Janus Enterprise Fund is a nondiversified  fund that seeks long-term growth
of capital by investing primarily in common stocks. The Fund intends to normally
invest at least 50% of its equity  assets in securities  issued by  medium-sized
companies (as defined in the Prospectus).

     Janus Mercury Fund is a  diversified  fund that seeks  long-term  growth of
capital by investing in common stocks of issuers of any size,  including larger,
well-established companies and/or smaller, emerging growth companies.

     Janus Olympus Fund is a nondiversified  fund that seeks long-term growth of
capital  by  investing  primarily  in  common  stocks  of  issuers  of any size,
including  larger,  well-established  companies and/or smaller,  emerging growth
companies.

     Janus Overseas Fund is a diversified  fund that seeks  long-term  growth of
capital by investing  primarily in common stocks of foreign issuers of any size.
The Fund  normally  invests at least 65% of its total  assets in issuers from at
least five different countries excluding the United States.

     Janus Twenty Fund is a  nondiversified  fund that seeks long-term growth of
capital.  Under normal  conditions,  this Fund concentrates its investments in a
core position of 20-30 common stocks.

     Janus Worldwide Fund is a diversified  fund that seeks long-term  growth of
capital in a manner  consistent with the preservation of capital by investing in
common stocks of foreign and domestic  issuers of any size. Janus Worldwide Fund
normally invests in issuers from at least five different countries including the
United States.

     Janus  Balanced Fund is a  diversified  fund that seeks  long-term  capital
growth,  consistent with preservation of capital and balanced by current income.
Janus Balanced Fund normally invests 40-60% of its assets in securities selected
primarily for growth  potential and 40-60% of its assets in securities  selected
for their income potential.

     Janus Equity  Income Fund is a diversified  fund that seeks current  income
and  long-term  growth of capital by  investing  primarily  in  income-producing
equity securities.

     Janus  Growth  and  Income  Fund is a  diversified  fund  that  seeks  both
long-term capital growth and current income. Janus Growth and Income Fund places
a stronger  emphasis on the growth  objective and normally  invests up to 75% of
its assets in equity  securities  selected  primarily for their growth potential
and at least 25% of its assets in  securities  that have  income  potential.  In
unusual circumstances, the Fund may reduce the growth component of its portfolio
to 25% of its assets.

     Janus  Flexible  Income Fund is a  diversified  fund that seeks to maximize
total return consistent with  preservation of capital.  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.  Janus
Flexible Income Fund invests in all types of income-producing  securities.  This
Fund may have  substantial  holdings of debt securities  rated below  investment
grade.

     Janus  High-Yield Fund is a diversified fund that seeks high current income
as its primary  objective and capital  appreciation  as its secondary  objective
when consistent with the primary objective by investing in  high-yield/high-risk
fixed-income securities. The Fund emphasizes investments in high-yield corporate
debt  securities  ("junk  bonds")  and  may  invest  all of its  assets  in such
securities.

     Janus Federal  Tax-Exempt  Fund is a diversified  fund that seeks as high a
level of current  income exempt from federal  income tax as is  consistent  with
preservation of capital.  It will normally invest at least 80% of its net assets
in securities whose income is not subject to federal income tax.

     Janus Short-Term Bond Fund is a diversified fund that seeks as high a level
of current income as is consistent with the preservation of capital by investing
primarily  in short-  and  intermediate-term  fixed-income  securities.  It will
normally  maintain an average  weighted  effective  maturity not to exceed three
years.


                                       3
<PAGE>
PORTFOLIO POLICIES

     The Funds' Prospectuses  discuss the types of securities in which the Funds
will invest,  portfolio  policies of the Funds and the investment  techniques of
the Funds. The Prospectuses include a discussion of portfolio turnover policies.
Portfolio turnover is calculated by dividing total purchases or sales, whichever
is less, by the average  monthly  value of a Fund's  portfolio  securities.  The
following table  summarizes the portfolio  turnover rates for the fiscal periods
indicated. The information below is for fiscal years ended October 31.

Fund Name                                     1996               1995
- --------------------------------------------------------------------------------
   
Janus Fund                                    104%               118%
Janus Enterprise Fund                          93%               194%
Janus Mercury Fund                            177%               201%
Janus Olympus Fund                            303%                N/A
Janus Overseas Fund                            71%               188%
Janus Twenty Fund                             137%               147%
Janus Worldwide Fund                           80%               142%
Janus Balanced Fund                           151%               185%
Janus Equity Income Fund                      325%                N/A
Janus Growth and Income Fund                  153%               195%
Janus Flexible Income Fund                    214%               250%
Janus High-Yield Fund                         324%                N/A
Janus Federal Tax-Exempt Fund                 225%               164%
Janus Short-Term Bond Fund                    486%               337%
    
- --------------------------------------------------------------------------------

   
     For the fiscal year ended October 31, 1996,  the lower  portfolio  turnover
rates for Janus Overseas Fund and Janus Worldwide Fund were primarily the result
of proportionately lower sales activity due to increased assets. With respect to
Janus  Enterprise  Fund for that period,  the lower  portfolio  turnover rate is
primarily  attributable  to the  decreased  purchase  and sale  activity  in the
portfolio.  With respect to Janus Equity Income Fund for that period, the higher
portfolio turnover rate is primarily  attributable to purchase and sale activity
during  unusual market  conditions  when the fund  commenced  operations.  Janus
Equity Income Fund's portfolio  turnover rate is an annualized rate based on the
four month period ended October 31, 1996.
    

INVESTMENT RESTRICTIONS APPLICABLE TO ALL FUNDS

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

     (1) Own  more  than 10% of the  outstanding  voting  securities  of any one
issuer and, as to fifty percent (50%) of the value of the total assets for Janus
Twenty Fund, Janus Enterprise Fund and Janus Olympus Fund and as to seventy-five
percent (75%) of the value of the total assets of the other Funds,  purchase the
securities of any one issuer (except cash items and  "government  securities" as
defined under the Investment  Company Act of 1940, as amended (the "1940 Act")),
if immediately after and as a result of such purchase, the value of the holdings
of a Fund in the  securities  of such  issuer  exceeds  5% of the  value of such
Fund's total  assets.  With respect to the other 50% of the value of their total
assets,  Janus Twenty Fund,  Janus  Enterprise  Fund and Janus  Olympus Fund may
invest in the securities of as few as two issuers.

     (2) Invest 25% or more of the value of their respective total assets in any
particular industry (other than U.S. government securities);  provided, however,
that for  Janus  Federal  Tax-Exempt  Fund  this  limitation  does not  apply to
municipal  obligations.  For the purposes of this  limitation  only,  industrial
development  bonds  issued by  nongovernmental  users  shall not be deemed to be
municipal   obligations.   Industrial  development  bonds  shall  be  classified
according to the industry of the entity that has the ultimate responsibility for
the payment of principal and interest on the obligation.

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

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

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


                                       4
<PAGE>
     (6) Act as an  underwriter  of securities  issued by others,  except to the
extent  that  a Fund  may be  deemed  an  underwriter  in  connection  with  the
disposition of portfolio securities of such Fund.

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

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

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

     (b) The Funds do not currently intend to sell securities short, unless they
own or have the right to obtain securities  equivalent in kind and amount to the
securities  sold  short  without  the  payment of any  additional  consideration
therefor, and provided that transactions in futures,  options, swaps and forward
contracts are not deemed to constitute selling securities short.

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

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

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

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

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

     For the purposes of these investment  restrictions,  the  identification of
the issuer of a municipal  obligation depends on the terms and conditions of the
security.  When assets and revenues of a political subdivision are separate from
those of the government  that created the subdivision and the security is backed
only by the assets and revenues of the subdivision, the subdivision is deemed to
be the sole issuer. Similarly, in the case of an industrial development bond, if
the bond is backed only by assets and revenues of a  nongovernmental  user, then
the nongovernmental  user would be deemed to be the sole issuer. If, however, in
either  case,  the  creating  government  or some other  entity  guarantees  the
security,  the guarantee  would be considered a separate  security that would be
treated as an issue of the guaranteeing entity.

     For  purposes  of the  Funds'  restriction  on  investing  in a  particular
industry, the Funds will rely primarily on industry classifications as published
by Bloomberg L.P. To the extent that Bloomberg L.P. classifications are so broad
that the  primary  economic  characteristics  in a single  class are  materially
different,  the Funds may further  classify  issuers in accordance with industry
classifications as published by the Securities and Exchange Commission ("SEC").

INVESTMENT POLICIES APPLICABLE TO CERTAIN FUNDS

     Janus Balanced Fund. As an operational  policy,  at least 25% of the assets
of  Janus  Balanced  Fund  normally  will be  invested  in  fixed-income  senior
securities, which include debt securities and preferred stock.


                                       5
<PAGE>
     Janus  Flexible  Income Fund.  As a fundamental  policy,  this Fund may not
purchase a non-income-producing  security if, after such purchase, less than 80%
of the Fund's  total assets  would be invested in  income-producing  securities.
Income-producing  securities  include  securities  that make  periodic  interest
payments as well as those that make interest payments on a deferred basis or pay
interest only at maturity (e.g., Treasury bills or zero coupon bonds).

     Janus Federal  Tax-Exempt  Fund. As a  fundamental  policy,  this Fund will
normally invest at least 80% of its net assets in securities whose income is not
subject to federal income taxes, including the alternative minimum tax.

     Janus  Short-Term Bond Fund. As an operational  policy,  this Fund will not
invest in any debt security that, at the time of purchase,  causes its portfolio
of debt securities to have a dollar-weighted  average,  then remaining effective
term to maturity  of three years or more.  The  portfolio  manager may  consider
estimated  prepayment dates or call dates of certain securities in computing the
portfolio's effective maturity.

TYPES OF SECURITIES AND INVESTMENT TECHNIQUES

ILLIQUID INVESTMENTS

     Each Fund may  invest up to 15% of its net assets in  illiquid  investments
(i.e.,  securities that are not readily  marketable).  The Trustees of the Funds
have authorized Janus Capital to make liquidity  determinations  with respect to
its securities,  including Rule 144A Securities,  commercial paper and municipal
lease  obligations.  Under the  guidelines  established  by the Trustees,  Janus
Capital will  consider the  following  factors:  1) the  frequency of trades and
quoted prices for the  obligation;  2) the number of dealers willing to purchase
or sell the  security  and the  number  of other  potential  purchasers;  3) the
willingness of dealers to undertake to make a market in the security; and 4) the
nature of the security and the nature of marketplace trades,  including the time
needed to  dispose of the  security,  the  method of  soliciting  offers and the
mechanics of the transfer.  In the case of commercial paper,  Janus Capital will
also consider whether the paper is traded flat or in default as to principal and
interest  and any ratings of the paper by a  nationally  recognized  statistical
rating  organization  ("NRSRO").  With respect to municipal  lease  obligations,
Janus Capital will also consider  factors unique to municipal lease  obligations
including the general  creditworthiness  of the municipality,  the importance of
the  property  covered  by the  lease  obligation  and the  likelihood  that the
marketability  of the  obligation  will be  maintained  throughout  the time the
obligation is held by a Fund. A foreign security that may be freely traded on or
through the  facilities of an offshore  exchange or other  established  offshore
securities  market is not deemed to be a  restricted  security  subject to these
procedures.

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

     Each Fund may invest up to 10% (without limit for Janus High-Yield Fund) of
its assets in zero coupon,  pay-in-kind and step coupon securities.  Zero coupon
bonds are issued and traded at a  discount  from their face  value.  They do not
entitle the holder to any periodic  payment of interest prior to maturity.  Step
coupon bonds trade at a discount from their face value and pay coupon  interest.
The coupon  rate is low for an initial  period  and then  increases  to a higher
coupon rate  thereafter.  The discount from the face amount or par value depends
on the time remaining  until cash payments  begin,  prevailing  interest  rates,
liquidity  of the  security  and the  perceived  credit  quality of the  issuer.
Pay-in-kind  bonds  normally  give the  issuer an option to pay cash at a coupon
payment  date or give the holder of the  security  a similar  bond with the same
coupon  rate and a face value  equal to the amount of the  coupon  payment  that
would have been made.

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

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


                                       6
<PAGE>
PASS-THROUGH SECURITIES

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

     The Federal Home Loan Mortgage  Corporation  ("FHLMC")  issues two types of
mortgage pass-through  securities:  mortgage participation  certificates ("PCs")
and guaranteed mortgage certificates ("GMCs"). PCs resemble GNMA Certificates in
that each PC represents a pro rata share of all interest and principal  payments
made and owned on the  underlying  pool.  FHLMC  guarantees  timely  payments of
interest on PCs and the full return of principal. GMCs also represent a pro rata
interest  in a pool  of  mortgages.  However,  these  instruments  pay  interest
semiannually  and return principal once a year in guaranteed  minimum  payments.
This type of security is guaranteed  by FHLMC as to timely  payment of principal
and interest but it is not  guaranteed  by the full faith and credit of the U.S.
government.

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

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

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

INVESTMENT COMPANY SECURITIES

   
     From time to time,  a Fund may  invest in  securities  of other  investment
companies,  including  money market funds managed by Janus  Capital.  The Funds'
investments  in such money market funds are subject to the terms of an exemptive
order obtained by the Janus funds which  currently  provides that each Fund will
limit its  aggregate  investment  in a Janus money market fund to the greater of
(i) 5% of the investing Fund's total assets or (ii) $2.5 million.  The Funds are
subject to the provisions of Section 12(d)(1) of the 1940 Act.
    

DEPOSITARY RECEIPTS

     The Funds may  invest in  sponsored  and  unsponsored  American  Depositary
Receipts  ("ADRs"),  which  are  receipts  issued by an  American  bank or trust
company  evidencing  ownership  of  underlying  securities  issued  by a foreign
issuer.  ADRs,  in  registered  form,  are designed  for use in U.S.  securities
markets.  Unsponsored  ADRs may be  created  without  the  participation  of the
foreign  issuer.  Holders of these ADRs  generally bear all the costs of the ADR
facility,  whereas foreign  issuers  typically bear certain costs


                                       7
<PAGE>
in a sponsored ADR. The bank or trust company  depositary of an unsponsored  ADR
may be under no  obligation to distribute  shareholder  communications  received
from the foreign  issuer or to pass through  voting  rights.  The Funds may also
invest in European  Depositary  Receipts  ("EDRs"),  Global Depositary  Receipts
("GDRs") and in other  similar  instruments  representing  securities of foreign
companies.  EDRs  are  receipts  issued  by  a  European  financial  institution
evidencing an  arrangement  similar to that of ADRs.  EDRs, in bearer form,  are
designed for use in European securities markets.

MUNICIPAL OBLIGATIONS

     The Funds may invest in municipal obligations issued by states, territories
and possessions of the United States and the District of Columbia. Janus Federal
Tax-Exempt  Fund may, at times,  invest more than 25% of the value of its assets
in industrial  development bonds, a type of revenue bond which,  although issued
by a public  authority,  may be backed  only by the  credit  and  security  of a
private issuer, thus presenting a greater credit risk.

     The value of  municipal  obligations  can be  affected  by changes in their
actual or perceived credit quality. The credit quality of municipal  obligations
can be affected by among other things, the financial  condition of the issuer or
guarantor,  the  issuer's  future  borrowing  plans and sources of revenue,  the
economic  feasibility of the revenue bond project or general borrowing  purpose,
political or economic  developments  in the region where the security is issued,
and the liquidity of the security.  Because  municipal  securities are generally
traded  over-the-counter,  the liquidity of a particular  issue often depends on
the  willingness  of dealers to make a market in the security.  The liquidity of
some  municipal  obligations  may be  enhanced by demand  features,  which would
enable a Fund to demand  payment on short  notice from the issuer or a financial
intermediary.

OTHER INCOME-PRODUCING SECURITIES

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

     Variable and  floating  rate  obligations.  These types of  securities  are
relatively long-term instruments that often carry demand features permitting the
holder to demand  payment of  principal  at any time or at  specified  intervals
prior to maturity.

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

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

     Inverse  floaters.  Inverse  floaters are debt  instruments  whose interest
bears an inverse  relationship  to the interest  rate on another  security.  The
Funds  will not  invest  more  than 5% of their  respective  assets  in  inverse
floaters.

     The Funds  will  purchase  standby  commitments,  tender  option  bonds and
instruments  with demand  features  primarily for the purpose of increasing  the
liquidity of their portfolios.

REPURCHASE AND REVERSE REPURCHASE AGREEMENTS

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

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


                                       8

<PAGE>
   
the  interest  earned on the  invested  proceeds is less than the expense of the
reverse  repurchase  agreement  transaction.  This  technique  may  also  have a
leveraging  effect  on the  Fund's  portfolio,  although  the  Fund's  intent to
segregate  assets in the amount of the reverse  repurchase  agreement  minimizes
this effect.
    

HIGH-YIELD/HIGH-RISK SECURITIES

   
     Janus  Flexible  Income Fund and Janus  High-Yield  Fund may invest without
limit in debt securities that are rated below investment grade (e.g., securities
rated BB or lower by Standard & Poor's Ratings Services ("Standard & Poor's") or
Ba or lower by  Moody's  Investors  Service,  Inc.  ("Moody's")).  No other Fund
intends to invest 35% or more of its net assets in such securities.  Lower rated
securities  involve a higher  degree of credit risk,  which is the risk that the
issuer will not make interest or principal payments when due. In the event of an
unanticipated  default,  a Fund would experience a reduction in its income,  and
could expect a decline in the market value of the securities so affected.
    

     Each  Fund may also  invest in  unrated  debt  securities  of  foreign  and
domestic  issuers.  Unrated debt,  while not  necessarily  of lower quality than
rated  securities,  may not  have as  broad a  market.  Because  of the size and
perceived demand of the issue, among other factors,  certain  municipalities may
not incur the costs of  obtaining  a rating.  A Fund's  portfolio  manager  will
analyze the creditworthiness of the issuer, as well as any financial institution
or other party responsible for payments on the security,  in determining whether
to purchase unrated municipal bonds. Unrated debt securities will be included in
the 35% limit of each Fund unless its portfolio manager deems such securities to
be the equivalent of investment grade securities.

     Subject to the above limits,  each Fund may purchase  defaulted  securities
only when their  portfolio  managers  believe,  based upon their analysis of the
financial  condition,  results of operations and economic  outlook of an issuer,
that  there  is  potential  for  resumption  of  income  payments  and  that the
securities   offer   an   unusual   opportunity   for   capital    appreciation.
Notwithstanding  the respective  portfolio manager's belief as to the resumption
of income, however, the purchase of any security on which payment of interest or
dividends is suspended involves a high degree of risk. Such risk includes, among
other things, the following:

     Financial and Market Risks.  Investments in securities  that are in default
involve  a high  degree  of  financial  and  market  risks  that can  result  in
substantial or, at times, even total losses. Issuers of defaulted securities may
have  substantial  capital  needs  and may  become  involved  in  bankruptcy  or
reorganization  proceedings.  Among the problems involved in investments in such
issuers is the fact that it may be  difficult  to obtain  information  about the
condition of such issuers. The market prices of such securities also are subject
to abrupt and erratic  movements  and above average  price  volatility,  and the
spread  between the bid and asked prices of such  securities may be greater than
normally expected.

     Disposition of Portfolio  Securities.  Although these Funds  generally will
purchase  securities for which their portfolio  managers expect an active market
to be maintained,  defaulted  securities may be less actively  traded than other
securities  and it may be difficult to dispose of  substantial  holdings of such
securities at prevailing  market  prices.  The Funds will limit  holdings of any
such securities to amounts that the portfolio  managers believe could be readily
sold, and holdings of such securities  would, in any event, be limited so as not
to  limit  the  Funds'  ability  to  readily   dispose  of  securities  to  meet
redemptions.

     Other.  Defaulted  securities  require active monitoring and may, at times,
require participation in bankruptcy or receivership proceedings on behalf of the
Funds.

FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS

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

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


                                       9

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

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

     A Fund's primary  purpose in entering into futures  contracts is to protect
that Fund from fluctuations in the value of securities or interest rates without
actually buying or selling the underlying debt or equity security.  For example,
if the Fund  anticipates  an increase in the price of stocks,  and it intends to
purchase stocks at a later time,  that Fund could enter into a futures  contract
to purchase a stock index as a temporary  substitute for stock purchases.  If an
increase in the market occurs that  influences  the stock index as  anticipated,
the value of the futures  contracts  will increase,  thereby  serving as a hedge
against  that Fund not  participating  in a market  advance.  This  technique is
sometimes  known as an  anticipatory  hedge.  To the extent a Fund  enters  into
futures  contracts for this purpose,  the segregated  assets maintained to cover
such Fund's  obligations  with respect to the futures  contracts will consist of
other liquid  assets from its  portfolio  in an amount  equal to the  difference
between the contract price and the aggregate  value of the initial and variation
margin  payments  made by that  Fund  with  respect  to the  futures  contracts.
Conversely,  if a Fund holds stocks and seeks to protect  itself from a decrease
in stock  prices,  the Fund might sell stock index  futures  contracts,  thereby
hoping to offset the potential decline in the value of its portfolio  securities
by a corresponding  increase in the value of the futures  contract  position.  A
Fund  could  protect  against a decline  in stock  prices by  selling  portfolio
securities  and  investing in money market  instruments,  but the use of futures
contracts  enables it to maintain a defensive  position  without  having to sell
portfolio securities.

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

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

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

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


                                       10
<PAGE>
securities with a futures  contract based on a broad index of securities - which
involves a risk that the futures position will not correlate  precisely with the
performance of such Fund's investments.

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

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

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

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

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

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

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


                                       11
<PAGE>
     The following  discussion  summarizes the Funds'  principal uses of forward
foreign currency exchange contracts ("forward currency  contracts").  A Fund may
enter into forward  currency  contracts with stated contract values of up to the
value of that Fund's assets. A forward currency contract is an obligation to buy
or sell an amount of a specified  currency  for an agreed price (which may be in
U.S. dollars or a foreign currency). A Fund will exchange foreign currencies for
U.S.  dollars and for other foreign  currencies in the normal course of business
and may buy and sell currencies  through forward currency  contracts in order to
fix a price for securities it has agreed to buy or sell ("transaction hedge"). A
Fund  also may hedge  some or all of its  investments  denominated  in a foreign
currency or exposed to foreign  currency  fluctuations  against a decline in the
value of that  currency  relative to the U.S.  dollar by entering  into  forward
currency contracts to sell an amount of that currency (or a proxy currency whose
performance is expected to replicate or exceed the  performance of that currency
relative  to the  U.S.  dollar)  approximating  the  value of some or all of its
portfolio  securities  denominated  in that  currency  ("position  hedge") or by
participating  in options or futures  contracts with respect to the currency.  A
Fund also may enter into a forward currency  contract with respect to a currency
where the Fund is considering the purchase or sale of investments denominated in
that currency but has not yet selected the specific  investments  ("anticipatory
hedge"). In any of these circumstances a Fund may,  alternatively,  enter into a
forward currency  contract to purchase or sell one foreign currency for a second
currency that is expected to perform more favorably  relative to the U.S. dollar
if the portfolio  manager  believes there is a reasonable  degree of correlation
between movements in the two currencies ("cross-hedge").

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

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

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

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

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

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

     Similarly, instead of purchasing a call option to hedge against a potential
increase in the U.S.  dollar cost of  securities  to be  acquired,  a Fund could
write a put option on the relevant  currency  which, if rates move in the manner
projected,  will expire


                                       12

<PAGE>
unexercised  and allow that Fund to hedge the increased cost up to the amount of
the premium. As in the case of other types of options, however, the writing of a
foreign currency option will constitute only a partial hedge up to the amount of
the premium. If exchange rates do not move in the expected direction, the option
may be  exercised  and a Fund would be  required  to buy or sell the  underlying
currency at a loss which may not be offset by the amount of the premium. Through
the  writing of options  on  foreign  currencies,  a Fund also may lose all or a
portion of the benefits which might  otherwise have been obtained from favorable
movements in exchange rates.

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

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

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

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

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

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

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

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

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


                                       13
<PAGE>
transaction  will  permit a Fund to write  another put option to the extent that
the  exercise  price is  secured by other  liquid  assets.  Effecting  a closing
transaction  also  will  permit  a Fund to use the  cash or  proceeds  from  the
concurrent sale of any securities  subject to the option for other  investments.
If a Fund desires to sell a particular  security  from its portfolio on which it
has written a call option,  such Fund will effect a closing transaction prior to
or concurrent with the sale of the security.

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

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

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

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

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

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

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

     Swaps and Swap-Related Products. A Fund may enter into interest rate swaps,
caps and floors on either an asset-based  or  liability-based  basis,  depending
upon whether it is hedging its assets or its liabilities, and will usually enter
into  interest


                                       14
<PAGE>
rate swaps on a net basis (i.e.,  the two payment streams are netted out, with a
Fund  receiving  or paying,  as the case may be,  only the net amount of the two
payments).  The net amount of the excess,  if any, of a Fund's  obligations over
its entitlement  with respect to each interest rate swap will be calculated on a
daily basis and an amount of cash or other liquid assets having an aggregate net
asset  value at least  equal  to the  accrued  excess  will be  maintained  in a
segregated  account by the Funds'  custodian.  If a Fund enters into an interest
rate swap on other than a net basis,  it would maintain a segregated  account in
the full amount accrued on a daily basis of its obligations  with respect to the
swap.  A Fund  will  not  enter  into  any  interest  rate  swap,  cap or  floor
transaction unless the unsecured senior debt or the claims-paying ability of the
other party thereto is rated in one of the three highest rating categories of at
least one NRSRO at the time of entering  into such  transaction.  Janus  Capital
will monitor the  creditworthiness of all counterparties on an ongoing basis. If
there is a default by the other  party to such a  transaction,  a Fund will have
contractual remedies pursuant to the agreements related to the transaction.

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

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

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

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

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

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


                                       15

<PAGE>
INVESTMENT ADVISER

     As stated in the Prospectus, each Fund has an Investment Advisory Agreement
with Janus Capital,  100 Fillmore  Street,  Denver,  Colorado  80206-4928.  Each
Advisory  Agreement  provides that Janus Capital will furnish  continuous advice
and recommendations concerning the Funds' investments,  provide office space for
the Funds,  and pay the salaries,  fees and expenses of all Fund officers and of
those  Trustees who are affiliated  with Janus  Capital.  Janus Capital also may
make  payments to selected  broker-dealer  firms or  institutions  which perform
recordkeeping  or other  services  with  respect to  shareholder  accounts.  The
minimum  aggregate  size required for  eligibility  for such  payments,  and the
factors in selecting the broker-dealer firms and institutions to which they will
be made,  are determined  from time to time by Janus  Capital.  Janus Capital is
also authorized to perform the management and administrative  services necessary
for the operation of the Funds.

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

     Janus Fund,  Janus Enterprise Fund, Janus Equity Income Fund, Janus Mercury
Fund,  Janus  Olympus  Fund,  Janus  Overseas  Fund,  Janus Twenty  Fund,  Janus
Worldwide  Fund,  Janus Balanced Fund and Janus Growth and Income Fund have each
agreed to compensate  Janus Capital for its services by the monthly payment of a
fee at the annual rate of 1% of the first $30  million of the average  daily net
assets of each  Fund,  .75% of the next $270  million of the  average  daily net
assets of each  Fund,  .70% of the next $200  million of the  average  daily net
assets of each  Fund and .65% of the  average  daily net  assets of each Fund in
excess of $500 million.

     Janus  High  Yield  Fund has agreed to  compensate  Janus  Capital  for its
services by the monthly payment of a fee at the annual rate of .75% of the first
$300  million  of average  daily net assets of the Fund and .65% of the  average
daily net assets in excess of $300 million. Janus Flexible Income Fund and Janus
Short-Term  Bond Fund  have each  agreed to  compensate  Janus  Capital  for its
services by the monthly payment of a fee at the annual rate of .65% of the first
$300  million  of the  average  daily net  assets of the Fund,  plus .55% of the
average  daily net assets of the Fund in excess of $300  million.  Janus Federal
Tax-Exempt  Fund has agreed to compensate  Janus Capital for its services by the
monthly payment of a fee at the annual rate of .60% of the first $300 million of
average daily net assets of the Fund and .55% of the average daily net assets in
excess of $300  million.  Janus  Capital  has agreed to waive the  advisory  fee
payable by any of these  Funds in an amount  equal to the amount,  if any,  that
such Fund's normal  operating  expenses  chargeable to its income account in any
fiscal year,  including  the  investment  advisory fee but  excluding  brokerage
commissions,  interest,  taxes  and  extraordinary  expenses,  exceed  1% of the
average  daily net assets for a fiscal year for Janus  Flexible  Income Fund and
Janus High-Yield Fund and .65% of the average daily net assets for a fiscal year
for Janus Short-Term Bond Fund and Janus Federal Tax-Exempt Fund.

     The following table  summarizes the advisory fees paid by the Funds and any
advisory  fee  waivers  for the last three  fiscal  periods  of each  Fund.  The
information below is for fiscal years ended October 31.

<TABLE>
                                                1996                            1995                           1994
- ------------------------------------------------------------------------------------------------------------------------------------
Fund Name                             Advisory Fees   Waiver           Advisory Fees   Waiver          Advisory Fees  Waiver
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>               <C>              <C>            <C>              <C>             <C>
   
Janus Fund                            $89,848,418           --         $69,101,695          --         $61,177,249           --
Janus Enterprise Fund                  $4,348,549           --          $3,078,635          --          $2,094,593           --
Janus Mercury Fund                    $12,407,830           --          $7,719,633          --          $1,992,568           --
Janus Olympus Fund                  $1,783,296(4)           --                 N/A         N/A                 N/A          N/A
Janus Overseas Fund                    $2,528,345           --            $657,146          --         $169,279(1)           --
Janus Twenty Fund                     $22,477,667           --         $18,127,825          --         $20,307,767           --
Janus Worldwide Fund                  $19,645,721           --         $11,013,534          --          $8,562,262           --
Janus Balanced Fund                    $1,264,551           --            $879,437          --            $722,711           --
Janus Equity Income Fund               $71,858(3)           --                 N/A         N/A                 N/A          N/A
Janus Growth and Income Fund           $5,501,734           --          $3,703,827          --          $3,720,739           --
Janus Flexible Income Fund             $3,620,317           --          $2,775,005          --          $2,659,291           --
Janus High-Yield Fund                 $556,207(4)     $122,504                 N/A         N/A                 N/A          N/A
Janus Federal Tax-Exempt Fund            $217,873     $167,598         $175,910(2)    $175,910         $170,306(2)     $170,306
Janus Short-Term Bond Fund               $274,319     $238,092            $307,992    $268,791            $387,295     $300,929
- ------------------------------------------------------------------------------------------------------------------------------------
    
</TABLE>
(1) May 2, 1994 (inception) to October 31, 1994.
(2) Fee waiver by Janus Capital exceeded the advisory fee.
(3) June 28, 1996 (inception) to October 31, 1996.
(4) December 29, 1995 (inception) to October 31, 1996.


                                       16
<PAGE>
     The Advisory  Agreement  for each of the Funds  (except Janus Equity Income
Fund) was restated on May 21,  1996.  The  Advisory  Agreement  for Janus Equity
Income Fund became  effective on March 12, 1996.  Each Advisory  Agreement  will
continue in effect until June 16, 1997, and thereafter from year to year so long
as such  continuance is approved  annually by a majority of the Funds'  Trustees
who are not parties to the Advisory Agreements or interested persons of any such
party, and by either a majority of the outstanding voting shares or the Trustees
of the Funds. Each Advisory  Agreement i) may be terminated  without the payment
of any  penalty by any Fund or Janus  Capital on 60 days'  written  notice;  ii)
terminates automatically in the event of its assignment; and iii) generally, may
not be amended without the approval by vote of a majority of the Trustees of the
affected  Fund,  including the Trustees who are not  interested  persons of that
Fund or Janus Capital and, to the extent required by the 1940 Act, the vote of a
majority of the outstanding voting securities of that Fund.

     Janus Capital also performs  investment  advisory services for other mutual
funds,  and for  individual,  charitable,  corporate  and  retirement  accounts.
Investment  decisions for each account  managed by Janus Capital,  including the
Funds, are made independently from those for any other account that is or may in
the future become managed by Janus Capital or its  affiliates.  If,  however,  a
number of accounts managed by Janus Capital are contemporaneously engaged in the
purchase or sale of the same security,  the orders may be aggregated  and/or the
transactions  may be  averaged  as to  price  and  allocated  equitably  to each
account.  In some cases,  this policy might  adversely  affect the price paid or
received by an account or the size of the position obtained or liquidated for an
account.  Pursuant to an exemptive order granted by the SEC, the Funds and other
funds advised by Janus Capital may also transfer daily  uninvested cash balances
into one or more joint trading  accounts.  Assets in the joint trading  accounts
are invested in money market  instruments  and the proceeds are allocated to the
participating funds on a pro rata basis.

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

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

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

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

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

CUSTODIAN, TRANSFER AGENT AND CERTAIN AFFILIATIONS

     State  Street  Bank and Trust  Company  ("State  Street"),  P.O.  Box 0351,
Boston, Massachusetts 02117-0351 is the custodian of the domestic securities and
cash of the Fund. State Street and the foreign subcustodians  selected by it and
approved by the  Trustees,  have custody of the assets of the Funds held outside
the U.S. and cash incidental  thereto.  The custodian and subcustodians hold the
Funds' assets in safekeeping and collect and remit the income  thereon,  subject
to the instructions of each Fund.

     Janus  Service  Corporation  ("Janus  Service"),  P.O. Box 173375,  Denver,
Colorado 80217-3375,  a wholly-owned  subsidiary of Janus Capital, is the Funds'
transfer   agent.   In  addition,   Janus   Service   provides   certain   other
administrative,  recordkeeping and shareholder  relations services to the Funds.
For transfer agency and other services,  Janus Service receives a fee calculated
at an annual rate of .16% of average  net assets of each Fund and, in  addition,
$4 per open  shareholder  account for all of the Funds  except  Janus  Fund.  In
addition, the Funds pay DST Systems, Inc. ("DST"), a subsidiary of KCSI, license
fees at the rate of $2.56 per shareholder account for the growth and combination
funds and $6.98 per shareholder  account for the fixed-income  funds for the use
of DST's shareholder  accounting  system. The Funds pay DST for the use of their
portfolio  and fund  accounting  system a base fee paid monthly  between $250 to
$1,250 per month based on the number of Janus funds  utilizing the system and an
asset  charge of $1 per  million  dollars of net assets  (not to exceed $500 per
month).  In  addition,  the  Funds  pay DST  postage  and  forms  costs of a DST
affiliate incurred in mailing Fund shareholder transaction confirmations.


                                       17
<PAGE>
     The Trustees have  authorized the Funds to use another  affiliate of DST as
introducing broker for certain Fund portfolio  transactions as a means to reduce
Fund  expenses  through a credit  against the charges of DST and its  affiliates
with regard to commissions earned by such affiliate. See "Portfolio Transactions
and Brokerage."

     Janus  Distributors,  Inc.  ("Janus  Distributors"),  100 Fillmore  Street,
Denver,  Colorado 80206-4928,  a wholly-owned  subsidiary of Janus Capital, is a
distributor of the Funds.  Janus  Distributors  is registered as a broker-dealer
under the Securities  Exchange Act of 1934 (the "Exchange  Act") and is a member
of the National Association of Securities Dealers,  Inc. Janus Distributors acts
as the agent of the  Funds in  connection  with the sale of their  shares in all
states in which the shares are  registered  and in which Janus  Distributors  is
qualified  as  a  broker-dealer.   Under  the  Distribution   Agreement,   Janus
Distributors  continuously  offers the Funds'  shares and accepts  orders at net
asset value.  No sales  charges are paid by investors.  Promotional  expenses in
connection with offers and sales of shares are paid by Janus Capital.

PORTFOLIO TRANSACTIONS AND BROKERAGE

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

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

     For the year ended October 31, 1996, the total brokerage  commissions  paid
by the Funds to brokers and dealers in  transactions  identified  for  execution
primarily on the basis of research and other services  provided to the Funds are
summarized below:

Fund Name                                 Commissions          Transactions
- --------------------------------------------------------------------------------
   
Janus Fund                                $10,636,435         $10,658,652,917
Janus Enterprise Fund                     $   301,280         $   188,085,688
Janus Mercury Fund                        $ 2,151,716         $ 1,729,098,466
Janus Olympus Fund                        $   116,912         $   117,505,956
Janus Overseas Fund                       $   118,373         $    73,548,065
Janus Twenty Fund                         $ 3,254,020         $ 3,865,389,774
Janus Worldwide Fund                      $ 1,021,294         $   814,366,482
Janus Balanced Fund                       $    10,887         $     7,988,624
Janus Equity Income Fund                  $     7,299         $     5,443,562
Janus Growth and Income Fund              $   800,663         $   796,849,252
Janus Flexible Income Fund(1)             $       193         $        55,668
Janus High-Yield Fund(1)                  $     2,063         $       432,332
    
- --------------------------------------------------------------------------------
(1) Most of the securities transactions for this Fund involved dealers acting as
    principal.
Note:  Funds  that are not  included  in the table  did not pay any  commissions
related to research for the stated period.


                                       18
<PAGE>
     Janus  Capital may use research  products  and services in servicing  other
accounts in addition to the Funds. If Janus Capital determines that any research
product or service has a mixed use, such that it also serves  functions  that do
not assist in the investment decision-making process, Janus Capital may allocate
the costs of such  service  or  product  accordingly.  Only that  portion of the
product  or  service  that  Janus  Capital  determines  will  assist  it in  the
investment  decision-making  process  may be paid  for in  brokerage  commission
dollars. Such allocation may create a conflict of interest for Janus Capital.

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

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

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

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

     The following table lists the total amount of brokerage commissions paid by
each Fund for the fiscal periods ending on October 31st of each year:

Fund Name                           1996              1995            1994
- --------------------------------------------------------------------------------
   
Janus Fund                      $29,000,380       $26,219,202     $18,108,124
Janus Enterprise Fund           $ 1,188,690       $ 2,084,312     $ 1,249,083
Janus Mercury Fund              $ 5,337,713       $ 5,712,916     $ 1,221,654
Janus Olympus Fund              $   713,190(3)             --              --
Janus Overseas Fund             $ 1,900,947       $   568,384     $    27,846(1)
Janus Twenty Fund               $ 7,346,447       $ 7,647,982     $ 5,747,164
Janus Worldwide Fund            $10,947,924       $ 7,493,192     $ 1,125,206
Janus Balanced Fund             $    64,843       $   305,855     $   198,976
Janus Equity Income Fund        $    63,683(2)             --              --
Janus Growth and Income Fund    $ 1,985,334       $ 1,498,178     $ 1,013,550
Janus Flexible Income Fund      $    15,386       $    35,138     $    31,399
Janus High-Yield Fund           $    39,981(3)             --              --
Janus Short-Term Bond Fund               --       $     6,548              --
    
- --------------------------------------------------------------------------------
(1) May 2, 1994 (inception) to October 31, 1994.
(2) June 28, 1996 (inception) to October 31, 1996.
(3) December 29, 1995 (inception) to October 31, 1996.
Note: Funds that are not included in the table did not pay brokerage commissions
because  securities  transactions  for such  Funds  involved  dealers  acting as
principals.


                                       19
<PAGE>
     Included in such brokerage  commissions  are the following  amounts paid to
DSTS, which served to reduce each Fund's out-of-pocket expenses as follows:

<TABLE>
                                       Commission
                                   Paid through DSTS
                                  for the Period Ended       Reduction          % of Total           % of Total
Fund Name                           October 31, 1996*      of Expenses*        Commissions+         Transactions+
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                  <C>                  <C>                  <C>
   
Janus Fund                              $470,414             $352,810              1.62%                1.86%
Janus Enterprise Fund                   $ 11,030             $  8,273               .81%                 .84%
Janus Mercury Fund                      $ 88,645             $ 66,483              1.66%                2.00%
Janus Olympus Fund                      $  1,117(2)          $    838               .16%                 .28%
Janus Overseas Fund                     $  5,123             $  3,842               .27%                 .81%
Janus Twenty Fund                       $183,255             $137,441              2.49%                2.81%
Janus Worldwide Fund                    $104,173             $ 78,130               .95%                1.89%
Janus Balanced Fund                     $  9,591             $  7,194             14.79%               13.84%
Janus Equity Income Fund                $     83(1)          $     62               .13%                 .13%
Janus Growth and Income Fund            $ 79,006             $ 59,254              3.98%                4.50%
    
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) June 28, 1996 (inception) to October 31, 1996.
(2) December 29, 1995 (inception) to October 31, 1996.

<TABLE>
                                       Commission                               Commission
                                   Paid through DSTS                        Paid through DSTS
                                  for the Period Ended       Reduction     for the Period Ended       Reduction
Fund Name                           October 31, 1995*      of Expenses*      October 31, 1994*      of Expenses*
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                   <C>                <C>                   <C>
Janus Fund                             $1,125,368            $844,026           $1,067,073            $800,305
Janus Enterprise Fund                  $   96,932            $ 72,699           $  116,527            $ 87,395
Janus Mercury Fund                     $  171,777            $128,833           $   30,019            $ 22,514
Janus Olympus Fund                             --                  --                   --                  --
Janus Overseas Fund                    $    2,783            $  2,087           $    1,800(1)         $  1,350(1)
Janus Twenty Fund                      $  378,575            $283,931           $  510,874            $383,156
Janus Worldwide Fund                   $  164,193            $123,145           $   57,164            $ 42,873
Janus Balanced Fund                    $    9,143            $  6,857           $   18,725            $ 14,043
Janus Equity Income Fund                       --                  --                   --                  --
Janus Growth and Income Fund           $   98,373            $ 73,780           $   15,604            $ 11,703
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*    The difference  between  commissions paid through DSTS and expenses reduced
     constitute commissions paid to an unaffiliated clearing broker.
+    Differences in the percentage of total commissions versus the percentage of
     total  transactions  is due, in part, to variations  among share prices and
     number of shares  traded,  while average price per share  commission  rates
     were substantially the same.
(1)  May 2, 1994 (inception) to October 31, 1994.
Note:  Funds that did not execute trades with DSTS during the stated periods are
not included in the table.

     As of October 31, 1996,  certain  Funds owned  securities  of their regular
broker-dealers (or parents), as shown below:

<TABLE>
Fund Name                                      Name of Broker-Dealer                 Value of Securities Owned
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                                         <C>
   
Janus Fund                                     Charles Schwab Corp.                        $  8,750,000
Janus Enterprise Fund                          Charles Schwab Corp.                        $  3,710,000
Janus Growth and Income Fund                   Merrill Lynch & Co., Inc.                   $  3,017,238
Janus Mercury Fund                             Charles Schwab Corp.                        $  1,676,250
Janus Twenty Fund                              Merrill Lynch & Co., Inc.                   $109,502,187
Janus Equity Income Fund                       Charles Schwab Corp.                        $    312,500
    
</TABLE>


OFFICERS AND TRUSTEES

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


                                       20
<PAGE>
Thomas H. Bailey*# - Trustee, Chairman and President
100 Fillmore Street
Denver, CO 80206-4928
     Trustee,  Chairman and  President of Janus Aspen  Series.  Chairman,  Chief
     Executive  Officer,  Director and President of Janus Capital.  Chairman and
     Director of IDEX Management,  Inc., Largo, Florida (50% subsidiary of Janus
     Capital and investment adviser to a group of mutual funds) ("IDEX").

James P. Craig, III*# - Trustee and Executive Vice President
100 Fillmore Street
Denver, CO 80206-4928
   
     Trustee  and  Executive  Vice  President  of  Janus  Aspen  Series.   Chief
     Investment Officer, Vice President and Director of Janus Capital. Executive
     Vice President and Portfolio Manager of Janus Fund and Janus Venture Fund.
    

Thomas F. Marsico* - Executive Vice President
100 Fillmore Street
Denver, CO 80206-4928
   
     Executive Vice President and Portfolio  Manager of Janus Twenty Fund, Janus
     Growth and Income Fund and Janus  Venture  Fund.  Vice  President  of Janus
     Capital.
    

James P. Goff* - Executive Vice President
100 Fillmore Street
Denver, CO 80206-4928
   
     Executive Vice President and Portfolio  Manager of Janus  Enterprise  Fund.
     Executive  Vice  President of Janus Aspen Series.  Vice  President of Janus
     Capital.  Formerly,  securities  analyst at Janus  Capital  (1988 to 1992).
     Formerly,  Executive Vice President and Portfolio  Manager of Janus Venture
     Fund (December 1993 to February 1997).
    

Warren B. Lammert* - Executive Vice President
100 Fillmore Street
Denver, CO 80206-4928
     Executive Vice President and Portfolio  Manager of Janus Mercury Fund. Vice
     President  of  Janus  Capital.  Formerly,   Executive  Vice  President  and
     Portfolio Manager of Janus Venture Fund (December  1993-December  1996) and
     Janus Balanced Fund (September  1992-December 1993).  Formerly,  securities
     analyst at Janus Capital (1990 to 1992).

Ronald V. Speaker* - Executive Vice President
100 Fillmore Street
Denver, CO 80206-4928
     Executive Vice  President and Co-Manager of Janus Flexible  Income Fund and
     Janus High-Yield Fund. Executive Vice President of Janus Aspen Series. Vice
     President of Janus Capital. Formerly, Portfolio Manager of Janus Short-Term
     Bond Fund (September  1992-December 1995) and Janus Federal Tax-Exempt Fund
     (May  1993-December  1995).  Formerly,   securities  analyst  and  research
     associate at Janus Capital (1986 to 1992).

Helen Young Hayes* - Executive Vice President
100 Fillmore Street
Denver, CO 80206-4928
     Executive Vice President and Portfolio  Manager of Janus Worldwide Fund and
     Janus Overseas Fund.  Executive Vice President of Janus Aspen Series.  Vice
     President of Janus Capital.  Formerly  securities  analyst at Janus Capital
     (1987 to 1993).

Blaine P. Rollins* - Executive Vice President
100 Fillmore Street
Denver, CO 80206-4928
     Executive Vice  President and Portfolio  Manager of Janus Balanced Fund and
     Janus  Equity  Income  Fund.  Assistant  Portfolio  Manager of Janus  Fund.
     Executive  Vice  President of Janus Aspen  Series.  Formerly,  fixed-income
     trader and equity securities analyst at Janus Capital (1990-1995).

Sandy R. Rufenacht* - Executive Vice President
100 Fillmore Street
Denver, CO 80206-4928
     Executive Vice  President and Portfolio  Manager of Janus  Short-Term  Bond
     Fund and Executive Vice  President and Co-Manager of Janus Flexible  Income
     Fund and Janus  High-Yield  Fund.  Executive  Vice President of Janus Aspen
     Series.  Formerly senior accountant,  fixed-income  trader and fixed-income
     research analyst at Janus Capital (1990-1995).


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


                                       21
<PAGE>
Scott W. Schoelzel* - Executive Vice President
100 Fillmore Street
Denver, CO 80206-4928
     Executive Vice President and Portfolio  Manager of Janus Olympus Fund. Vice
     President of Janus  Capital.  From 1991 to 1993,  a Portfolio  Manager with
     Founders Asset Management, Denver, Colorado.

Darrell W. Watters* - Executive Vice President
100 Fillmore Street
Denver, CO 80206-4928
   
     Executive Vice President and Portfolio Manager of Janus Federal  Tax-Exempt
     Fund. Executive Vice President of Janus Aspen Series.  Formerly,  municipal
     bond trader and research  analyst at Janus Capital  (1993-1995).  Formerly,
     municipal bond trader at Piper Jaffray (1991-1993).
    

David C. Tucker* - Vice President and General Counsel
100 Fillmore Street
Denver, CO 80206-4928
     Vice President and General  Counsel of Janus Aspen Series.  Vice President,
     Secretary and General  Counsel of Janus Capital.  Vice  President,  General
     Counsel and  Director of Janus  Service and Janus  Distributors.  Director,
     Vice President and Secretary of Janus Capital International Ltd.

Steven R. Goodbarn* - Vice President and Chief Financial Officer
100 Fillmore Street
Denver, CO 80206-4928
     Vice  President and Chief  Financial  Officer of Janus Aspen  Series.  Vice
     President  of  Finance,  Treasurer  and Chief  Financial  Officer  of Janus
     Service,  Janus Distributors and Janus Capital.  Director of IDEX and Janus
     Distributors.  Director,  Treasurer and Vice  President of Finance of Janus
     Capital  International  Ltd.  Formerly (1979 to 1992),  with the accounting
     firm of Price  Waterhouse  LLP,  Denver,  Colorado.  Formerly  (1992-1996),
     Treasurer of Janus Investment Fund and Janus Aspen Series.

Glenn P. O'Flaherty* - Treasurer and Chief Accounting Officer
100 Fillmore Street
Denver, CO 80206-4928
     Treasurer and Chief Accounting  Officer of Janus Aspen Series.  Director of
     Fund Accounting of Janus Capital.

Kelley Abbott Howes* - Secretary
100 Fillmore Street
Denver, CO 80206-4928
     Secretary  of Janus  Aspen  Series.  Associate  Counsel  of Janus  Capital.
     Formerly (1990 to 1994),  with The Boston Company Advisors,  Inc.,  Boston,
     Massachusetts (mutual fund administration services).

   
John W. Shepardson#+ - Trustee
    
P.O. Box 9591
Denver, CO 80209
     Trustee of Janus Aspen Series. Historian.

William D. Stewart# - Trustee
5330 Sterling Drive
Boulder, CO 80302
     Trustee of Janus  Aspen  Series.  President  of HPS  Corporation,  Boulder,
     Colorado (manufacturer of vacuum fittings and valves).

Gary O. Loo - Trustee
102 N. Cascade, Suite 500
Colorado Springs, CO 80903
     Trustee of Janus  Aspen  Series.  President  and a Director  of High Valley
     Group, Inc., Colorado Springs, Colorado (investments).




- --------------------------------------------------------------------------------
* Interested person of the Trust and of Janus Capital.
# Member of the Trust's Executive Committee.
   
+ Effective March 31, 1997, Mr. Shepardson will retire as Trustee.
    


                                       22
<PAGE>
Dennis B. Mullen - Trustee
1601 114th Avenue, SE
Alderwood Building, Suite 130
Bellevue, WA 98004
     Trustee of Janus Aspen Series.  President and Chief Executive Officer of BC
     Northwest, L.P., a franchise of Boston Chicken, Inc., Bellevue,  Washington
     (restaurant chain). Formerly (1982 to 1993), Chairman,  President and Chief
     Executive  Officer  of  Famous  Restaurants,   Inc.,  Scottsdale,   Arizona
     (restaurant chain).

Martin H. Waldinger - Trustee
4940 Sandshore Court
San Diego, CA 92130
     Trustee of Janus  Aspen  Series.  Private  Consultant  and  Director of Run
     Technologies,  Inc., a software  development firm, San Carlos,  California.
     Formerly  (1989  to  1993),   President  and  Chief  Executive  Officer  of
     Bridgecliff  Management  Services,  Campbell,   California  (a  condominium
     association management company).

   
James T. Rothe - Trustee
102 South Tejon Street, Suite 1100
Colorado Springs, CO 80903
     Trustee  of Janus  Aspen  Series.  Professor  of  Business,  University  of
     Colorado,  Colorado Springs,  Colorado.  Principal,  Phillips-Smith  Retail
     Group,  Colorado  Springs,  Colorado  (a venture  capital  firm).  Formerly
     (1986-1994),  Dean of the  College of  Business,  University  of  Colorado,
     Colorado Springs, Colorado.
    

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

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

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

<TABLE>
                                             Aggregate Compensation                Total Compensation from the
                                         from the Funds for fiscal year           Janus Funds for calendar year
Name of Person, Position                     ended October 31, 1996                  ended December 31, 1996**
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                                       <C>
   
Thomas H. Bailey, Chairman*                          $0                                        $0
James P. Craig, III, Trustee*                        $0                                        $0
John W. Shepardson, Trustee                          $65,198                                   $73,000
William D. Stewart, Trustee                          $67,734                                   $70,000
Gary O. Loo, Trustee                                 $57,600                                   $70,000
Dennis B. Mullen, Trustee                            $65,255                                   $67,000
Martin H. Waldinger, Trustee                         $62,663                                   $73,000
James T. Rothe+                                      $0                                        $0
    
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*    An  interested  person of the Funds and of Janus  Capital.  Compensated  by
     Janus Capital and not the Funds.
**   As of December 31, 1996, Janus Funds consisted of two registered investment
     companies comprised of a total of 29 funds.
   
+    Mr. Rothe began serving as Trustee on January 1, 1997.
    

PURCHASE OF SHARES

     As stated in the  Prospectus,  Janus  Distributors  is a distributor of the
Funds' shares.  Shares of the Funds are sold at the net asset value per share as
determined  at the close of the  regular  trading  session of the New York Stock
Exchange  (the "NYSE")  next  occurring  after a purchase  order is received and
accepted by a Fund. The Shareholder's  Manual Section of the Prospectus contains
detailed information about the purchase of shares.

NET ASSET VALUE DETERMINATION

     As stated in the Prospectus,  the net asset value ("NAV") of Fund shares is
determined  once each day on which the NYSE is open, at the close of its regular
trading session (normally 4:00 p.m., New York time, Monday through Friday).  The
NAV of Fund shares is not determined on days the NYSE is closed (generally,  New
Year's Day, Presidents' Day, Good Friday,  Memorial Day, Independence Day, Labor
Day,  Thanksgiving and Christmas).  The per share NAV of each Fund is determined
by  dividing  the total  value of a Fund's  securities  and other  assets,  less
liabilities,  by the total number of shares  outstanding.  In  determining  NAV,


                                       23
<PAGE>
securities listed on an exchange, the NASDAQ National Market and foreign markets
are valued at the closing  prices on such  markets,  or if such price is lacking
for the trading period  immediately  preceding the time of  determination,  such
securities are valued at their current bid price.  Municipal  securities held by
the Funds are traded  primarily in the  over-the-counter  market.  Valuations of
such  securities are furnished by one or more pricing  services  employed by the
Funds and are based upon a computerized  matrix system or appraisals obtained by
a pricing service,  in each case in reliance upon information  concerning market
transactions and quotations from recognized municipal securities dealers.  Other
securities  that are traded on the  over-the-counter  market are valued at their
closing bid prices.  Foreign  securities  and  currencies  are converted to U.S.
dollars  using the exchange  rate in effect at the close of the NYSE.  Each Fund
will  determine the market value of individual  securities  held by it, by using
prices provided by one or more  professional  pricing services which may provide
market prices to other funds, or, as needed, by obtaining market quotations from
independent  broker-dealers.  Short-term  securities maturing within 60 days are
valued on the amortized  cost basis.  Securities  for which  quotations  are not
readily  available,  and other assets,  are valued at fair values  determined in
good faith under  procedures  established  by and under the  supervision  of the
Trustees.

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

REINVESTMENT OF DIVIDENDS AND DISTRIBUTIONS

     If investors do not elect in writing or by phone to receive their dividends
and distributions in cash, all income dividends and capital gains distributions,
if any, on a Fund's shares are reinvested  automatically in additional shares of
that Fund at the NAV  determined on the first  business day following the record
date.   Checks  for  cash  dividends  and  distributions  and  confirmations  of
reinvestments  are  usually  mailed to  shareholders  within  ten days after the
record date. Any election of the manner in which a shareholder wishes to receive
dividends and  distributions  (which may be made on the New Account  Application
form or by phone) will apply to dividends and  distributions the record dates of
which  fall on or after the date that a Fund  receives  such  notice.  Investors
receiving cash  distributions  and dividends may elect in writing or by phone to
change back to automatic reinvestment at any time.

REDEMPTION OF SHARES

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

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

SHAREHOLDER ACCOUNTS

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

TELEPHONE TRANSACTIONS

     As  stated  in the  Prospectuses,  shareholders  may  initiate  a number of
transactions by telephone. The Funds, their transfer agent and their distributor
disclaim  responsibility  for  the  authenticity  of  instructions  received  by
telephone.  Such  entities  will


                                       24

<PAGE>
employ  reasonable  procedures  to confirm  that  instructions  communicated  by
telephone are genuine.  Such  procedures  may include,  among others,  requiring
personal identification prior to acting upon telephone  instructions,  providing
written   confirmation  of  the  transactions   and  tape  recording   telephone
conversations.

SYSTEMATIC REDEMPTIONS

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

     Information about requirements to establish a systematic  redemption option
may be obtained  by writing or calling the Funds at the address or phone  number
shown above.

RETIREMENT PLANS

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

     Contributions  under IRAs,  SEPs,  Defined  Contribution  Plans and Section
403(b)(7)  Plans are subject to specific  contribution  limitations.  Generally,
such  contributions  may be invested at the  direction of the  participant.  The
investment is then held by Investors Fiduciary Trust Company as custodian.  Each
participant's account is charged an annual fee of $12. There is a maximum annual
fee of $24 per taxpayer identification number.

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

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

INCOME DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX STATUS

     It is a policy of the Funds to make  distributions of substantially  all of
their investment  income and any net realized  capital gains.  Janus Fund, Janus
Enterprise  Fund,  Janus Mercury Fund,  Janus Olympus Fund, Janus Overseas Fund,
Janus Twenty Fund and Janus Worldwide Fund declare and make annual distributions
of income (if any);  Janus Equity  Income Fund,  Janus  Balanced  Fund and Janus
Growth and Income Fund declare and make  quarterly  distributions  of income and
Janus Flexible Income Fund, Janus High-Yield Fund, Janus Federal Tax-Exempt Fund
and  Janus  Short-Term  Bond  Fund  declare  dividends  daily  and make  monthly
distributions  of income.  If a month  begins on a Saturday,  Sunday or holiday,
dividends for daily dividend Funds for those days are declared at the end of the
preceding  month.  Janus Federal  Tax-Exempt  Fund will use the "average  annual
method" to determine  the  designated  percentage of each  distribution  that is
tax-exempt. Under this method, the percentage of income designated as tax-exempt
is based on the  percentage of tax-exempt  income earned for each annual period,
and may be  substantially  different  from the Fund's income that was tax-exempt
during any monthly  period.  Any capital gains realized  during each fiscal year
ended October 31, as defined by the Code,  are normally  declared and payable to
shareholders  in December.  The Funds intend to qualify as regulated  investment
companies by satisfying certain  requirements  prescribed by Subchapter M of the
Code.

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


                                       25
<PAGE>
     Some  foreign  securities  purchased by the Funds may be subject to foreign
taxes  which  could  reduce  the yield on such  securities.  The  amount of such
foreign  taxes is expected to be  insignificant.  Accordingly,  the Funds do not
intend to make the  election  permitted  under  section  853 of the Code to pass
through  such  taxes to  shareholders  as a foreign  tax  credit  as this  would
increase the taxable income reported to shareholders and require shareholders to
take the  credit on their tax  returns,  complicating  the  preparation  of such
returns.  As a result,  any  foreign  taxes paid or accrued  will  represent  an
expense to each Fund which will reduce its investment company taxable income.

PRINCIPAL SHAREHOLDERS

     As of January 20,  1997,  the officers and Trustees of the Funds as a group
owned less than 1% of the outstanding  shares of each of the Funds. In addition,
as of January 20, 1997,  Charles Schwab & Co., Inc.  ("Schwab"),  101 Montgomery
Street,  San Francisco,  CA  94104-4122,  and National  Financial  Services Co.,
("National  Financial"),  P.O. Box 3908,  Church  Street  Station,  New York, NY
10008-3908,  owned of record 5% or more of the outstanding  shares of the Funds,
as shown below.

          Fund Name                           Held by Schwab
- --------------------------------------------------------------------------------
   
          Janus Fund                              14.67%
          Janus Enterprise Fund                   14.62%
          Janus Mercury Fund                      18.51%
          Janus Olympus Fund                      21.70%
          Janus Overseas Fund                     36.21%
          Janus Twenty Fund                        8.97%
          Janus Worldwide Fund                    29.08%
          Janus Balanced Fund                     22.30%
          Janus Equity Income Fund                12.78%
          Janus Growth and Income Fund            20.17%
          Janus Flexible Income Fund              35.43%
          Janus High-Yield Fund                   41.61%
          Janus Federal Tax-Exempt Fund           10.87%
          Janus Short-Term Bond Fund              23.13%
    
- --------------------------------------------------------------------------------


          Fund Name                       Held by National Financial
- --------------------------------------------------------------------------------
   
          Janus Olympus Fund                      10.37%
          Janus Overseas Fund                     13.93%
          Janus Worldwide Fund                     9.19%
          Janus Equity Income Fund                 6.53%
          Janus Flexible Income Fund               6.38%
          Janus High-Yield Fund                   13.60%
    
- --------------------------------------------------------------------------------

     According to information  provided by Schwab and National  Financial,  this
ownership is by nominee only and does not represent beneficial ownership of such
shares,  because they have no investment discretion or voting power with respect
to such shares.  To the knowledge of the Funds,  no other person owned more than
5% of the outstanding shares of any Fund as of the above date.

MISCELLANEOUS INFORMATION

     Each Fund is a series of the Trust, a Massachusetts business trust that was
created on February 11,  1986.  The Trust is an open-end  management  investment
company  registered  under the 1940 Act.  As of the date of this SAI,  the Trust
offers 19 separate series, 5 of which are offered by other prospectuses. On June
16, 1986, the Trust assumed all the assets and  liabilities  of its  predecessor
corporation, Janus Fund, Inc., which was incorporated under the laws of Maryland
on  September  18,  1968.  All  references  in this  SAI to  Janus  Fund and all
financial and other  information about Janus Fund prior to June 16, 1986, are to
the former Janus Fund, Inc.; all references after June 16, 1986 are to the Janus
Fund series of the Trust.

     On August 7, 1992, in a tax-free reorganization,  the Trust assumed all the
assets and  liabilities  of i) the Janus  Flexible  Income  Fund series of Janus
Income Series, a separate  Massachusetts business trust created on May 28, 1986;
and ii) Janus Twenty Fund, Inc., a Maryland corporation originally  incorporated
as Janus Value Fund in 1984.  Shareholders  received shares of the series of the
Trust equal both in number and net asset value to their shares of the respective
predecessor entity. In connection with the reorganization, Janus Flexible Income
Fund changed its fiscal year end from December 31 to October 31. All  references
in this  SAI to Janus  Flexible  Income  Fund and  Janus  Twenty  Fund,  and all
financial and other information about such Funds prior to August 7, 1992, are to
the respective predecessor entities; all references after August 7, 1992, are to
the respective series of the Trust.

       


                                       26
<PAGE>
     Janus  Capital  reserves  the right to the name  "Janus." In the event that
Janus Capital does not continue to provide  investment  advice to the Funds, the
Funds must cease to use the name "Janus" as soon as reasonably practicable.

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

SHARES OF THE TRUST

     The  Trust  is  authorized  to issue  an  unlimited  number  of  shares  of
beneficial  interest  with a par value of one cent per share for each  series of
the Trust. Shares of each Fund are fully paid and nonassessable when issued. All
shares of a Fund  participate  equally in dividends and other  distributions  by
such  Fund,  and in  residual  assets of that Fund in the event of  liquidation.
Shares of each Fund  have no  preemptive,  conversion  or  subscription  rights.
Shares of each  Fund may be  transferred  by  endorsement  or stock  power as is
customary,  but a Fund is not  bound  to  recognize  any  transfer  until  it is
recorded on its books.

VOTING RIGHTS

   
     The present Trustees were elected at a meeting of shareholders held on July
10, 1992,  with the  exception of Mr. Craig and Mr. Rothe who were  appointed by
the  Trustees as of June 30, 1995 and January 1, 1997,  respectively.  Under the
Declaration of Trust, each Trustee will continue in office until the termination
of  the  Trust  or  his  earlier  death,  retirement,  resignation,  bankruptcy,
incapacity or removal.  Vacancies  will be filled by a majority of the remaining
Trustees,  subject to the 1940 Act. Therefore,  no annual or regular meetings of
shareholders normally will be held, unless otherwise required by the Declaration
of Trust or the 1940 Act. Subject to the foregoing,  shareholders have the power
to vote to elect or remove  Trustees,  to terminate or reorganize their Fund, to
amend the Declaration of Trust, to bring certain  derivative  actions and on any
other  matters on which a  shareholder  vote is  required  by the 1940 Act,  the
Declaration of Trust, the Trust's Bylaws or the Trustees.
    

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

INDEPENDENT ACCOUNTANTS

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

REGISTRATION STATEMENT

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

PERFORMANCE INFORMATION

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

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


                                       27
<PAGE>
     The average  annual total  return of each Fund,  computed as of October 31,
1996, is shown in the table below:

<TABLE>
                                                Date          Number                 Average Annual Total Return
- ------------------------------------------------------------------------------------------------------------------------------------
                                             Available       of Months            One      Five        Ten     Life of
Fund Name                                     for Sale      in Lifetime          Year      Years      Years     Fund
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>              <C>              <C>       <C>        <C>       <C>
   
Janus Fund                                     2/5/70           321             20.31%    13.61%     15.95%    16.65%
Janus Enterprise Fund                          9/1/92           50              22.43%      N/A        N/A     22.93%
Janus Mercury Fund                             5/3/93           42              18.18%      N/A        N/A     23.52%
Janus Olympus Fund                            12/29/95          10                N/A%      N/A        N/A     23.83%
Janus Overseas Fund                            5/2/94           30              30.19%      N/A        N/A     17.85%
Janus Twenty Fund                              5/2/85           138             27.59%    13.52%     16.20%    16.49%
Janus Worldwide Fund                           5/15/91         65.5             31.00%    18.15%       N/A     19.72%
Janus Balanced Fund                            9/1/92           50              19.39%      N/A        N/A     14.80%
Janus Equity Income Fund                       6/28/96           4                N/A       N/A        N/A     13.20%
Janus Growth and Income Fund                   5/15/91         65.5             25.56%    15.03%       N/A     17.51%
Janus Flexible Income Fund                     7/2/87           112              9.01%    10.54%       N/A      9.26%
Janus High-Yield Fund                         12/29/95          10                N/A%      N/A        N/A     19.71%
Janus Federal Tax-Exempt Fund                  5/3/93           42               5.94%      N/A        N/A      4.95%
Janus Short-Term Bond Fund                     9/1/92           50               6.49%      N/A        N/A      4.60%
    
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

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

     The tax-equivalent yield used for Janus Federal Tax-Exempt Fund is the rate
that an investor would have to earn from a fully taxable  investment after taxes
to equal the Fund's  tax-free  yield.  Tax-equivalent  yields are  calculated by
dividing a Fund's yield by the result of one minus a stated  federal or combined
federal and state tax rate.  If only a portion of a Funds' yield is  tax-exempt,
only that portion is adjusted in the calculation.  Janus Federal Tax-Exempt Fund
may invest a portion of its assets in  obligations  that are  subject to federal
income tax. When the Fund invests in these obligations, its tax-equivalent yield
will be lower.

     The  yield  for  the  30-day  period  ending  October  31,  1996,  for  the
Fixed-Income Funds is shown below:

   
     Janus Flexible Income Fund                                   8.57%
     Janus High-Yield Fund                                        9.06%
     Janus Federal Tax-Exempt Fund                                5.27%
     Janus Short-Term Bond Fund                                   5.75%
    

     From  time to time in  advertisements  or sales  material,  the  Funds  may
discuss  their  performance   ratings  or  other  information  as  published  by
recognized mutual fund statistical rating services,  including,  but not limited
to,  Lipper  Analytical  Services,   Inc.,  Ibbotson  Associates,   Micropal  or
Morningstar or by publications of general  interest such as Forbes or Money. The
Funds may also compare their performance to that of other selected mutual funds,
mutual fund averages or recognized stock market indicators,  including,  but not
limited to, the Standard & Poor's 500 Composite Stock Price Index,  the Standard
& Poor's 400 Midcap Index, the Dow Jones Industrial Average, the Lehman Brothers
Government/Corporate  Bond Index, the Lehman Brothers Government/  Corporate 1-3
Year Bond Index, the Lehman Brothers Long  Government/Corporate  Bond Index, the
Lehman  Brothers  Intermediate   Government  Bond  Index,  the  Lehman  Brothers
Municipal  Bond  Index,  the  Russell  2000 Index and the NASDAQ  composite.  In
addition, the Funds may compare their total return or yield to the yield on U.S.
Treasury  obligations and to the percentage  change in the Consumer Price Index.
Janus Worldwide Fund and Janus Overseas Fund may also compare their  performance
to  the  record  of  global  market  indicators,  such  as  the  Morgan  Stanley
International  World  Index or  Morgan  Stanley  Capital  International  Europe,
Australasia,   Far  East  Index  (EAFE  Index).   Such  performance  ratings  or
comparisons  may  be  made  with  funds  that  may  have  different   investment
restrictions,  objectives,  policies or techniques than the Funds and such other
funds  or  market   indicators  may  be  comprised  of  securities  that  differ
significantly from the Funds' investments.


                                       28
<PAGE>
FINANCIAL STATEMENTS

     The following audited financial statements for the period ended October 31,
1996 are hereby  incorporated  into this SAI by reference  to the Funds'  Annual
Reports dated October 31, 1996. Copies of such reports accompany this SAI.

Documents Incorporated by Reference to the Annual Reports:

     Schedules of Investments as of October 31, 1996

     Statements of Operations for the period ended October 31, 1996

     Statements of Assets and Liabilities as of October 31, 1996

     Statements  of Changes in Net Assets for the periods ended October 31, 1996
     and 1995

     Financial Highlights for each of the periods indicated

     Notes to Financial Statements

     Report of Independent Accountants

     The portions of such Annual Reports that are not specifically  listed above
are not  incorporated  by  reference  into  this  SAI  and  are not  part of the
Registration Statement.


                                       29
<PAGE>
APPENDIX A

EXPLANATION OF RATING CATEGORIES

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

Standard & Poor's Ratings Services

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

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

Moody's Investors Service, Inc.
Investment Grade
Aaa                           Highest  quality,  smallest  degree of  investment
                              risk.
Aa                            High  quality;   together  with  Aaa  bonds,  they
                              compose the high-grade bond group.
A                             Upper-medium  grade  obligations;  many  favorable
                              investment attributes.
Baa                           Medium-grade obligations; neither highly protected
                              nor poorly secured.  Interest and principal appear
                              adequate  for the present  but certain  protective
                              elements may be lacking or may be unreliable  over
                              any great length of time.
Non-Investment Grade
Ba                            More   uncertain,   with   speculative   elements.
                              Protection of interest and principal  payments not
                              well safeguarded during good and bad times.
B                             Lack  characteristics  of  desirable   investment;
                              potentially  low assurance of timely  interest and
                              principal   payments  or   maintenance   of  other
                              contract terms over time.
Caa                           Poor  standing,  may be in  default;  elements  of
                              danger  with  respect  to  principal  or  interest
                              payments.
Ca                            Speculative in a high degree;  could be in default
                              or have other marked shortcomings.
C                             Lowest-rated;  extremely  poor  prospects  of ever
                              attaining investment standing.
- --------------------------------------------------------------------------------
Unrated securities will be treated as noninvestment  grade securities unless the
portfolio  manager  determines  that  such  securities  are  the  equivalent  of
investment grade  securities.  Securities that have received  different  ratings
from more than one agency are considered investment grade if at least one agency
has rated the security investment grade.


                                       30
<PAGE>



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<PAGE>



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<PAGE>
                              JANUS INVESTMENT FUND

                               100 Fillmore Street
                              Denver, CO 80206-4928
                                 (800) 525-3713
- --------------------------------------------------------------------------------
                       Statement of Additional Information
                                February 17, 1997
- --------------------------------------------------------------------------------

                             JANUS MONEY MARKET FUND
                       JANUS GOVERNMENT MONEY MARKET FUND
                       JANUS TAX-EXEMPT MONEY MARKET FUND
                                 Investor Shares



     This  Statement  of  Additional   Information   ("SAI")  expands  upon  and
supplements the information contained in the current Prospectus for the Investor
Shares (the "Shares") of Janus Money Market Fund,  Janus Government Money Market
Fund and  Janus  Tax-Exempt  Money  Market  Fund  (individually,  a "Fund"  and,
collectively,  the  "Funds").  The  Funds  are each a  separate  series of Janus
Investment  Fund,  a  Massachusetts  business  trust  (the  "Trust").  Each Fund
represents shares of beneficial  interest in a separate  portfolio of securities
and other assets with its own objective and policies,  and is managed separately
by Janus Capital Corporation ("Janus Capital").

     This SAI is not a  Prospectus  and should be read in  conjunction  with the
Prospectus dated February 17, 1997, which is incorporated by reference into this
SAI and may be  obtained  from the Trust at the above  phone  number or address.
This SAI contains  additional  and more  detailed  information  about the Funds'
operations and activities than the Prospectus.


                                                                 [LOGO]    JANUS


<PAGE>
                       STATEMENT OF ADDITIONAL INFORMATION
                                TABLE OF CONTENTS

                                                                            Page
- --------------------------------------------------------------------------------
     Investment Policies and Restrictions ..................................   3
     Types of Securities and Investment Techniques .........................   4
     Performance Data ......................................................   7
     Determination of Net Asset Value ......................................   8
     Investment Adviser and Administrator ..................................   8
     Custodian, Transfer Agent and Certain Affiliations ....................   9
     Portfolio Transactions and Brokerage ..................................   9
     Officers and Trustees .................................................  11
     Purchase of Shares ....................................................  12
     Redemption of Shares ..................................................  13
     Shareholder Accounts ..................................................  13
     Retirement Plans ......................................................  13
     Dividends and Tax Status ..............................................  14
     Principal Shareholders ................................................  14
     Miscellaneous Information .............................................  15
        Shares of the Trust ................................................  15
        Voting Rights ......................................................  15
        Independent Accountants ............................................  15
        Registration Statement .............................................  15
     Financial Statements ..................................................  16
     Appendix A - Description of Securities Ratings ........................  17
     Appendix B - Description of Municipal Securities ......................  19
- --------------------------------------------------------------------------------


                                       2
<PAGE>
INVESTMENT POLICIES AND RESTRICTIONS

INVESTMENT OBJECTIVES

     As discussed in the Prospectus,  the investment  objective of each of Janus
Money  Market Fund and Janus  Government  Money  Market Fund is to seek  maximum
current  income  to  the  extent  consistent  with  stability  of  capital.  The
investment  objective of Janus  Tax-Exempt  Money Market Fund is to seek maximum
current income that is exempt from federal income taxes to the extent consistent
with  stability of capital.  There can be no assurance  that a Fund will achieve
its  investment  objective  or  maintain a stable  net asset  value of $1.00 per
share.  The investment  objectives of the Funds are not  fundamental  and may be
changed  by the  Trustees  of the Trust  (the  "Trustees")  without  shareholder
approval.

INVESTMENT RESTRICTIONS APPLICABLE TO ALL FUNDS

     As indicated in the Prospectus,  each Fund has adopted certain  fundamental
investment  restrictions  that cannot be changed without  shareholder  approval.
Shareholder  approval  means  approval by the lesser of (i) more than 50% of the
outstanding  voting  securities of the Trust (or a particular Fund or particular
class of Shares if a matter affects just that Fund or that class of Shares),  or
(ii) 67% or more of the voting securities present at a meeting if the holders of
more than 50% of the outstanding voting securities of the Trust (or a particular
Fund or class of Shares) are present or represented by proxy.

     As used in the  restrictions  set forth below and as used elsewhere in this
SAI, the term "U.S.  Government  Securities" shall have the meaning set forth in
the  Investment  Company Act of 1940, as amended (the "1940 Act").  The 1940 Act
defines U.S.  Government  Securities as  securities  issued or guaranteed by the
United States government,  its agencies or  instrumentalities.  U.S.  Government
Securities may also include repurchase  agreements  collateralized and municipal
securities escrowed with or refunded with escrowed U.S. government securities.

     The Funds have adopted the following fundamental policies:

     (1) With  respect to 75% of its assets,  a Fund may not purchase a security
other  than a U.S.  Government  Security,  if, as a result,  more than 5% of the
Fund's total assets would be invested in the  securities  of a single  issuer or
the Fund would own more than 10% of the  outstanding  voting  securities  of any
single issuer. (As noted in the Prospectus, the Funds are also currently subject
to  the  greater   diversification   standards  of  Rule  2a-7,  which  are  not
fundamental.)

     (2) A Fund may not  purchase  securities  if 25% or more of the  value of a
Fund's total assets would be invested in the  securities  of issuers  conducting
their  principal  business  activities in the same industry;  provided that: (i)
there is no limit on investments in U.S. Government Securities or in obligations
of domestic  commercial banks (including U.S.  branches of foreign banks subject
to regulations  under U.S. laws  applicable to domestic banks and, to the extent
that its parent is unconditionally  liable for the obligation,  foreign branches
of U.S. banks);  (ii) this limitation shall not apply to a Fund's investments in
municipal  securities;  (iii)  there  is no  limit  on  investments  in  issuers
domiciled in a single country;  (iv) financial  service companies are classified
according to the end users of their services (for example,  automobile  finance,
bank  finance  and  diversified  finance  are each  considered  to be a separate
industry);  and (v) utility companies are classified according to their services
(for example, gas, gas transmission, electric, and telephone are each considered
to be a separate industry).

     (3) A Fund may not act as an  underwriter  of securities  issued by others,
except to the extent that a Fund may be deemed an underwriter in connection with
the disposition of portfolio securities of such Fund.

     (4) A Fund may not lend  any  security  or make  any  other  loan if,  as a
result,  more than 25% of a Fund's total  assets would be lent to other  parties
(but this  limitation  does not apply to purchases  of  commercial  paper,  debt
securities or repurchase agreements).

     (5) A Fund may not  purchase or sell real estate or any  interest  therein,
except  that the Fund may invest in debt  obligations  secured by real estate or
interests  therein or securities  issued by companies that invest in real estate
or interests therein.

     (6) A Fund may borrow money for  temporary or emergency  purposes  (not for
leveraging)  in an amount  not  exceeding  25% of the value of its total  assets
(including the amount borrowed) less  liabilities  (other than  borrowings).  If
borrowings  exceed  25% of the  value of a Fund's  total  assets  by reason of a
decline in net assets, the Fund will reduce its borrowings within three business
days  to the  extent  necessary  to  comply  with  the 25%  limitation.  Reverse
repurchase  agreements  or the  segregation  of assets in  connection  with such
agreements shall not be considered borrowing for the purposes of this limit.

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


                                       3
<PAGE>
     Each Fund has adopted the following nonfundamental  investment restrictions
that may be changed by the Trustees without shareholder approval:

     (1) A Fund may not invest in securities or enter into repurchase agreements
with respect to any securities if, as a result,  more than 10% of the Fund's net
assets would be invested in  repurchase  agreements  not entitling the holder to
payment of  principal  within  seven days and in other  securities  that are not
readily  marketable  ("illiquid  securities").   The  Trustees,  or  the  Fund's
investment adviser acting pursuant to authority  delegated by the Trustees,  may
determine that a readily available market exists for certain  securities such as
securities eligible for resale pursuant to Rule 144A under the Securities Act of
1933, or any successor to such rule, Section 4(2) commercial paper and municipal
lease  obligations.  Accordingly,  such  securities  may not be  subject  to the
foregoing limitation.

     (2) A Fund may not purchase  securities  on margin,  or make short sales of
securities,  except for short sales  against  the box and the use of  short-term
credit  necessary  for  the  clearance  of  purchases  and  sales  of  portfolio
securities.

     (3) A Fund may not pledge,  mortgage,  hypothecate  or encumber  any of its
assets except to secure  permitted  borrowings or in connection  with  permitted
short sales.

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

     For  purposes  of the  Funds'  restriction  on  investing  in a  particular
industry, the Funds will rely primarily on industry classifications as published
by Bloomberg L.P. To the extent that such  classifications are so broad that the
primary economic characteristics in a single class are materially different, the
Funds may further classify  issuers in accordance with industry  classifications
as published by the Securities and Exchange Commission.

TYPES OF SECURITIES AND INVESTMENT TECHNIQUES

     Each of the Funds may invest only in  "eligible  securities"  as defined in
Rule 2a-7  adopted  under the 1940 Act.  Generally,  an  eligible  security is a
security that (i) is denominated in U.S. dollars and has a remaining maturity of
397 days or less (as  calculated  pursuant to Rule 2a-7);  (ii) is rated,  or is
issued by an issuer with  short-term debt  outstanding  that is rated, in one of
the two highest rating categories by any two nationally  recognized  statistical
rating  organizations  ("NRSROs") or, if only one NRSRO has issued a rating,  by
that NRSRO (the "Requisite NRSROs") or is unrated and of comparable quality to a
rated security, as determined by Janus Capital; and (iii) has been determined by
Janus Capital to present minimal credit risks pursuant to procedures approved by
the Trustees.  In addition,  the Funds will maintain a  dollar-weighted  average
portfolio  maturity  of 90 days or less.  A  description  of the ratings of some
NRSROs appears in Appendix A.

     Under Rule 2a-7,  a Fund may not invest more than five percent of its total
assets  in  the  securities  of  any  one  issuer  other  than  U.S.  Government
Securities, provided that in certain cases a Fund may invest more than 5% of its
assets in a single  issuer  for a period  of up to three  business  days.  Until
pending amendments to Rule 2a-7 become effective,  up to 25% of Janus Tax-Exempt
Money  Market  Fund's  assets may be invested  without  regard to the  foregoing
limitations.

     Pursuant to Rule 2a-7,  each Fund  (except  Janus  Tax-Exempt  Money Market
Fund) will invest at least 95% of its total assets in  "first-tier"  securities.
First-tier  securities are eligible  securities that are rated, or are issued by
an issuer with short-term debt  outstanding that is rated, in the highest rating
category by the Requisite  NRSROs or are unrated and of comparable  quality to a
rated security. In addition, a Fund may invest in "second-tier" securities which
are eligible  securities  that are not first-tier  securities.  However,  a Fund
(except for Janus Tax-Exempt Money Market Fund, in certain cases) may not invest
in a second-tier  security if immediately after the acquisition thereof the Fund
would have invested more than (i) the greater of one percent of its total assets
or one million dollars in second-tier  securities issued by that issuer, or (ii)
five percent of its total assets in second-tier securities.

     The  following  discussion  of types of  securities  in which the Funds may
invest supplements and should be read in conjunction with the Prospectus.

PARTICIPATION INTERESTS

     Each Fund may purchase  participation  interests in loans or  securities in
which the Funds may  invest  directly.  Participation  interests  are  generally
sponsored or issued by banks or other  financial  institutions.  A participation
interest  gives  a Fund  an  undivided  interest  in  the  underlying  loans  or
securities  in the  proportion  that the  Fund's  interest  bears  to the  total
principal amount of the underlying loans or securities. Participation interests,
which may have fixed,  floating or variable  rates,  may carry a demand  feature
backed by a letter of credit or  guarantee of a bank or  institution  permitting
the holder to tender  them back to the bank or other  institution.  For  certain
participation  interests,  a Fund will have the right to demand payment,  on not
more than seven  days'  notice,  for all or a part of the  Fund's  participation
interest.  The Funds  intend to  exercise  any demand  rights they may have upon
default  under the terms of the loan or  security,  to provide  liquidity  or to
maintain or improve the quality of the Funds' investment portfolio.  A Fund will
only purchase  participation  interests  that Janus Capital  determines  present
minimal credit risks.


                                       4
<PAGE>
VARIABLE AND FLOATING RATE NOTES

     Janus Money Market Fund also may purchase variable and floating rate demand
notes of  corporations  and  other  entities,  which are  unsecured  obligations
redeemable upon not more than 30 days' notice.  These obligations include master
demand notes that permit  investment of fluctuating  amounts at varying rates of
interest pursuant to direct arrangements with the issuer of the instrument.  The
issuer of these obligations often has the right, after a given period, to prepay
the outstanding  principal  amount of the obligations upon a specified number of
days' notice. These obligations generally are not traded, nor generally is there
an established  secondary market for these  obligations.  To the extent a demand
note does not have a seven day or shorter demand feature and there is no readily
available market for the obligation, it is treated as an illiquid investment.

MORTGAGE- AND ASSET-BACKED SECURITIES

     The Funds may invest in  mortgage-backed  securities,  which  represent  an
interest  in a pool of  mortgages  made by  lenders  such as  commercial  banks,
savings and loan  institutions,  mortgage bankers,  mortgage brokers and savings
banks.   Mortgage-backed   securities   may  be   issued  by   governmental   or
government-related  entities  or by  non-governmental  entities  such as  banks,
savings and loan institutions,  private mortgage insurance  companies,  mortgage
bankers and other secondary market issuers.

     Interests in pools of mortgage-backed securities differ from other forms of
debt securities which normally provide for periodic payment of interest in fixed
amounts  with  principal  payments  at  maturity or  specified  call  dates.  In
contrast,  mortgage-backed securities provide periodic payments which consist of
interest  and,  in most  cases,  principal.  In  effect,  these  payments  are a
"pass-through"  of the periodic  payments and optional  prepayments  made by the
individual borrowers on their mortgage loans, net of any fees paid to the issuer
or   guarantor   of  such   securities.   Additional   payments  to  holders  of
mortgage-backed  securities are caused by prepayments resulting from the sale of
the underlying residential property,  refinancing or foreclosure, net of fees or
costs which may be incurred.

     As prepayment rates of individual  pools of mortgage loans vary widely,  it
is not possible to predict accurately the average life of a particular security.
Although  mortgage-backed  securities are issued with stated maturities of up to
forty years,  unscheduled  or early  payments of  principal  and interest on the
underlying  mortgages  may  shorten   considerably  the  effective   maturities.
Mortgage-backed  securities may have varying  assumptions  for average life. The
volume  of  prepayments  of  principal  on a  pool  of  mortgages  underlying  a
particular security will influence the yield of that security, and the principal
returned to a Fund may be reinvested in instruments whose yield may be higher or
lower than that which might have been obtained had the prepayments not occurred.
When interest rates are declining, prepayments usually increase, with the result
that reinvestment of principal prepayments will be at a lower rate than the rate
applicable to the original mortgage-backed security.

     The  Funds may  invest in  mortgage-backed  securities  that are  issued by
agencies or instrumentalities  of the U.S.  government.  The Government National
Mortgage  Association  ("GNMA") is the principal federal government guarantor of
mortgage-backed  securities.  GNMA is a wholly-owned U.S. government corporation
within the Department of Housing and Urban  Development.  GNMA  Certificates are
debt  securities  which  represent  an  interest  in one  mortgage  or a pool of
mortgages which are insured by the Federal Housing Administration or the Farmers
Home Administration or are guaranteed by the Veterans Administration.  The Funds
may  also  invest  in  pools of  conventional  mortgages  which  are  issued  or
guaranteed by agencies of the U.S. government.  GNMA pass-through securities are
considered  to be riskless  with  respect to default in that (i) the  underlying
mortgage loan  portfolio is comprised  entirely of  government-backed  loans and
(ii) the timely  payment of both  principal  and interest on the  securities  is
guaranteed  by the full faith and credit of the U.S.  government,  regardless of
whether  or not  payments  have  been  made on the  underlying  mortgages.  GNMA
pass-through  securities  are,  however,  subject  to the  same  market  risk as
comparable  debt  securities.  Therefore,  the  market  value of a  Fund's  GNMA
securities  can be expected to  fluctuate  in response to changes in  prevailing
interest rate levels.

     Residential  mortgage  loans  are  pooled  also by the  Federal  Home  Loan
Mortgage Corporation ("FHLMC"). FHLMC is a privately managed, publicly chartered
agency   created  by  Congress  in  1970  for  the  purpose  of  increasing  the
availability  of  mortgage  credit  for   residential   housing.   FHLMC  issues
participation  certificates  ("PCs") which represent interests in mortgages from
FHLMC's national portfolio. The mortgage loans in FHLMC's portfolio are not U.S.
government  backed;  rather,  the loans are either uninsured with  loan-to-value
ratios of 80% or less, or privately insured if the  loan-to-value  ratio exceeds
80%. FHLMC guarantees the timely payment of interest and ultimate  collection of
principal on FHLMC PCs; the U.S.  government  does not  guarantee  any aspect of
FHLMC PCs.

     The    Federal    National    Mortgage    Association    ("FNMA")    is   a
government-sponsored  corporation owned entirely by private shareholders.  It is
subject to general regulation by the Secretary of Housing and Urban Development.
FNMA purchases  residential  mortgages from a list of approved  seller/servicers
which include savings and loan  associations,  savings banks,  commercial banks,
credit  unions and  mortgage  bankers.  FNMA  guarantees  the timely  payment of
principal and interest on the pass-through  securities  issued by FNMA; the U.S.
government does not guarantee any aspect of the FNMA pass-through securities.


                                       5
<PAGE>
     The Funds may also invest in privately-issued mortgage-backed securities to
the  extent   permitted  by  their  investment   restrictions.   Mortgage-backed
securities offered by private issuers include pass-through  securities comprised
of pools of conventional residential mortgage loans; mortgage-backed bonds which
are considered to be debt  obligations of the institution  issuing the bonds and
which  are  collateralized  by  mortgage  loans;  and  collateralized   mortgage
obligations  ("CMOs") which are  collateralized  by  mortgage-backed  securities
issued by GNMA, FHLMC or FNMA or by pools of conventional mortgages.

     Asset-backed  securities represent direct or indirect participations in, or
are secured by and payable from, assets other than  mortgage-backed  assets such
as motor vehicle installment sales contracts, installment loan contracts, leases
of various types of real and personal  property and  receivables  from revolving
credit   agreements   (credit   cards).   Asset-backed   securities  have  yield
characteristics similar to those of mortgage-backed securities and, accordingly,
are subject to many of the same risks.

REVERSE REPURCHASE AGREEMENTS

   
     Reverse  repurchase  agreements  are  transactions  in which a Fund sells a
security and  simultaneously  commits to repurchase that security from the buyer
at an agreed  upon price on an agreed upon future  date.  The resale  price in a
reverse  repurchase  agreement  reflects a market rate of  interest  that is not
related to the coupon rate or maturity of the sold security.  For certain demand
agreements,  there is no agreed upon repurchase  date and interest  payments are
calculated daily, often based upon the prevailing overnight repurchase rate. The
Funds will use the  proceeds of reverse  repurchase  agreements  only to satisfy
unusually heavy redemption requests or for other temporary or emergency purposes
without the necessity of selling portfolio securities.
    

     Generally,  a reverse repurchase  agreement enables the Fund to recover for
the term of the reverse repurchase agreement all or most of the cash invested in
the portfolio  securities sold and to keep the interest  income  associated with
those  portfolio  securities.  Such  transactions  are only  advantageous if the
interest cost to the Fund of the reverse repurchase transaction is less than the
cost of obtaining the cash otherwise.  In addition,  interest costs on the money
received in a reverse repurchase agreement may exceed the return received on the
investments made by a Fund with those monies.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES

     Each Fund may purchase  securities  on a  when-issued  or delayed  delivery
basis. A Fund will enter into such  transactions  only when it has the intention
of actually  acquiring the  securities.  To facilitate  such  acquisitions,  the
Funds'  custodian will segregate cash or high quality liquid assets in an amount
at least equal to such commitments. On delivery dates for such transactions, the
Fund  will  meet  its  obligations  from  maturities,  sales  of the  segregated
securities or from other available sources of cash. If a Fund chooses to dispose
of the right to acquire a  when-issued  security  prior to its  acquisition,  it
could, as with the disposition of any other portfolio  obligation,  incur a gain
or loss due to market  fluctuation.  At the time a Fund makes the  commitment to
purchase  securities on a when-issued or delayed  delivery basis, it will record
the  transaction  as a  purchase  and  thereafter  reflect  the  value  of  such
securities in determining its net asset value.

INVESTMENT COMPANY SECURITIES

   
     From time to time,  the Funds may invest in securities of other  investment
companies.  The Funds are subject to the  provisions of Section  12(d)(1) of the
1940 Act.
    

MUNICIPAL LEASES

     Janus Money Market Fund and Janus  Tax-Exempt  Money Market Fund may invest
in municipal leases. Municipal leases frequently have special risks not normally
associated  with general  obligation or revenue  bonds.  Leases and  installment
purchase or conditional sales contracts (which normally provide for title to the
leased  asset to pass  eventually  to the  government  issuer) have evolved as a
means for governmental issuers to acquire property and equipment without meeting
the  constitutional  and statutory  requirements  for the issuance of debt.  The
debt-issuance limitations of many state constitutions and statutes are deemed to
be  inapplicable  because  of the  inclusion  in many  leases  or  contracts  of
"non-appropriation"  clauses that provide  that the  governmental  issuer has no
obligation to make future  payments under the lease or contract  unless money is
appropriated for such purpose by the appropriate legislative body on a yearly or
other periodic basis. The Fund will only purchase  municipal leases subject to a
non-appropriation  clause when the payment of principal and accrued  interest is
backed by an unconditional, irrevocable letter of credit, or guarantee of a bank
or other  entity  that meets the  criteria  described  in the  Prospectus  under
"Taxable Investments".

     In evaluating municipal lease obligations, Janus Capital will consider such
factors  as it deems  appropriate,  including:  (a)  whether  the  lease  can be
canceled;  (b) the  ability  of the  lease  obligee  to  direct  the sale of the
underlying assets; (c) the general  creditworthiness  of the lease obligor;  (d)
the likelihood that the municipality will discontinue  appropriating funding for
the leased property in the event such property is no longer considered essential
by the municipality; (e) the legal recourse of the lease obligee in the event of
such a failure to appropriate  funding;  (f) whether the security is backed by a
credit enhancement such as insurance;  and (g) any limitations which are imposed
on the lease obligor's ability to utilize substitute  property or services other
than  those  covered  by the  lease  obligation.  If a  lease  is  backed  by an
unconditional letter of credit or other unconditional


                                       6
<PAGE>
credit enhancement, then Janus Capital may determine that a lease is an eligible
security solely on the basis of its evaluation of the credit enhancement.

     Municipal leases, like other municipal debt obligations, are subject to the
risk of non-payment.  The ability of issuers of municipal  leases to make timely
lease payments may be adversely  impacted in general  economic  downturns and as
relative  governmental cost burdens are allocated and reallocated among federal,
state and local governmental units. Such non-payment would result in a reduction
of income  to the Fund,  and  could  result in a  reduction  in the value of the
municipal lease  experiencing  non-payment  and a potential  decrease in the net
asset value of the Fund.

PERFORMANCE DATA

     A Fund may  provide  current  annualized  and  effective  annualized  yield
quotations based on its daily dividends.  These quotations may from time to time
be used in  advertisements,  shareholder  reports  or  other  communications  to
shareholders.  All performance  information supplied by the Funds in advertising
is historical and is not intended to indicate future returns.

     In performance advertising, the Funds may compare their Shares' performance
information  with data published by independent  evaluators such as Morningstar,
Inc., Lipper Analytical Services, Inc.,  CDC/Wiesenberger,  IBC/Donoghue's Money
Fund  Report or other  companies  which  track  the  investment  performance  of
investment  companies  ("Fund Tracking  Companies").  The Funds may also compare
their Shares' performance  information with the performance of recognized stock,
bond and other  indices,  including but not limited to the Municipal Bond Buyers
Indices,  the Salomon Brothers Bond Index, the Lehman Bond Index, the Standard &
Poor's 500 Composite Stock Price Index, the Dow Jones Industrial  Average,  U.S.
Treasury  bonds,  bills or notes and  changes  in the  Consumer  Price  Index as
published by the U.S.  Department  of  Commerce.  The Funds may refer to general
market  performance  over past time periods such as those  published by Ibbotson
Associates (for instance,  its "Stocks,  Bonds, Bills and Inflation  Yearbook").
The Funds may also refer in such materials to mutual fund  performance  rankings
and other data published by Fund Tracking Companies. Performance advertising may
also refer to  discussions  of the Funds and  comparative  mutual  fund data and
ratings  reported in independent  periodicals,  such as newspapers and financial
magazines. The Funds may also compare the Shares' yield to those of certain U.S.
Treasury obligations or other money market instruments.

     Any current yield quotation of the Shares which is used in such a manner as
to be subject to the provisions of Rule 482(d) under the Securities Act of 1933,
as amended, shall consist of an annualized historical yield, carried at least to
the nearest  hundredth of one percent,  based on a specific  seven  calendar day
period.  The Fund's current yield shall be calculated by (a) determining the net
change during a seven calendar day period in the value of a hypothetical account
having a balance of one share at the  beginning of the period,  (b) dividing the
net change by the value of the account at the  beginning of the period to obtain
a base  period  return,  and  (c)  multiplying  the  quotient  by  365/7  (i.e.,
annualizing).  For this  purpose,  the net change in account value would reflect
the value of additional Shares purchased with dividends declared on the original
Share and dividends  declared on both the original Share and any such additional
Shares,  but would not  reflect  any  realized  gains or losses from the sale of
securities  or  any  unrealized   appreciation   or  depreciation  on  portfolio
securities.  In addition,  the Shares may advertise  effective yield quotations.
Effective yield quotations are calculated by adding 1 to the base period return,
raising the sum to a power  equal to 365/7,  and  subtracting  1 from the result
(i.e., compounding).

     Janus  Tax-Exempt  Money Market Fund's tax equivalent  yield is the rate an
investor  would have to earn from a fully  taxable  investment in order to equal
such Shares' yield after taxes. Tax equivalent yields are calculated by dividing
Janus  Tax-Exempt  Money Market Fund's yield by one minus the stated  federal or
combined  federal and state tax rate.  If only a portion of the Shares' yield is
tax-exempt, only that portion is adjusted in the calculation.

     The  Shares'  current  yield and  effective  yield for the seven day period
ended October 31, 1996 is shown below:

<TABLE>
                                                                         Seven-day                Effective
Fund Name                                                                  Yield                Seven-day Yield
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                       <C>
Janus Money Market Fund-Investor Shares                                    5.01%                     5.14%
Janus Government Money Market Fund-Investor Shares                         4.90%                     5.02%
Janus Tax-Exempt Money Market Fund-Investor Shares*                        3.25%                     3.30%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*Janus  Tax-Exempt  Money Market Fund Investor  Shares' tax equivalent yield for
the seven day period ended October 31, 1996 was 4.51%.

     Although  published yield information is useful to investors in reviewing a
Fund's  performance,  investors should be aware that the Fund's yield fluctuates
from  day to day and  that the  Fund's  yield  for any  given  period  is not an
indication or  representation by the Fund of future yields or rates of return on
the Shares.  Also,  Processing  Organizations  may charge their customers direct
fees in connection  with an investment in a Fund,  which will have the effect of
reducing  the  Fund's net yield to those  shareholders.  The yield on a class of
Shares  is not  fixed or  guaranteed,  and an  investment  in the  Shares is not
insured.  Accordingly,  yield information may not necessarily be used to compare
Shares with investment alternatives which, like money market instruments or bank
accounts, may provide a fixed rate of interest. In addition, because investments
in the  Funds  are not  insured  or  guaranteed,  yield  on the  Shares  may not
necessarily be used to compare the Shares with investment alternatives which are
insured or guaranteed.


                                       7
<PAGE>
DETERMINATION OF NET ASSET VALUE

     Pursuant  to the  rules of the  Securities  and  Exchange  Commission,  the
Trustees have established procedures to stabilize each Fund's net asset value at
$1.00  per  Share.  These  procedures  include  a review  of the  extent  of any
deviation  of net asset  value per  Share as a result  of  fluctuating  interest
rates,  based on available  market rates,  from the Fund's $1.00  amortized cost
price per Share.  Should  that  deviation  exceed 1/2 of 1%, the  Trustees  will
consider  whether any action should be initiated to eliminate or reduce material
dilution  or other  unfair  results to  shareholders.  Such  action may  include
redemption of Shares in kind,  selling  portfolio  securities prior to maturity,
reducing or  withholding  dividends and utilizing a net asset value per Share as
determined by using available  market  quotations.  Each Fund i) will maintain a
dollar-weighted  average  portfolio  maturity  of 90 days or less;  ii) will not
purchase  any  instrument  with a remaining  maturity  greater  than 397 days or
subject to a  repurchase  agreement  having a duration of greater than 397 days;
iii) will limit portfolio investments, including repurchase agreements, to those
U.S.  dollar-denominated  instruments that Janus Capital has determined  present
minimal credit risks pursuant to procedures established by the Trustees; and iv)
will comply with certain reporting and recordkeeping  procedures.  The Trust has
also established  procedures to ensure that portfolio securities meet the Funds'
high quality criteria.

INVESTMENT ADVISER AND ADMINISTRATOR

   
     As stated in the Prospectus, each Fund has an Investment Advisory Agreement
with Janus Capital,  100 Fillmore  Street,  Denver,  Colorado  80206-4928.  Each
Advisory  Agreement  provides that Janus Capital will furnish  continuous advice
and  recommendations  concerning  the  Funds'  investments.  The Funds have each
agreed to  compensate  Janus  Capital for its  advisory  services by the monthly
payment of an advisory  fee at the annual rate of .20% of the average  daily net
assets of each  Fund.  However,  Janus  Capital  has agreed to waive .10% of the
value of each Fund's average daily net assets of the advisory fee. Janus Capital
may modify or terminate  the waiver at any time upon at least 90 days' notice to
the Trustees. In addition, the Funds pay brokerage commissions or dealer spreads
and other expenses in connection with the execution of portfolio transactions.
    

     On  behalf  of the  Shares,  each of the  Funds  has also  entered  into an
Administration   Agreement   with  Janus   Capital.   Under  the  terms  of  the
Administration  Agreements,  each of the Funds has  agreed to  compensate  Janus
Capital for  administrative  services at the annual rate of .50% of the value of
the  average  daily net  assets of the Shares for  certain  services,  including
custody, transfer agent fees and expenses, legal fees not related to litigation,
accounting  expenses,   net  asset  value  determination  and  Fund  accounting,
recordkeeping,  and blue sky registration and monitoring services,  registration
fees, expenses of shareholders'  meetings and reports to shareholders,  costs of
preparing,  printing  and mailing the Shares'  Prospectuses  and  Statements  of
Additional  Information  to current  shareholders,  and other costs of complying
with  applicable  laws  regulating the sale of Shares.  Each Fund will pay those
expenses not assumed by Janus Capital,  including  interest and taxes,  fees and
expenses of Trustees who are not affiliated  with Janus Capital,  audit fees and
expenses, and extraordinary costs.

     The following table  summarizes the advisory fees paid by the Funds for the
fiscal years ended October 31:

<TABLE>
                                                            1996                               1995
                                                  Advisory         Advisory          Advisory          Advisory
                                                 Fees Prior       Fees After        Fees Prior        Fees After
Fund Name                                         to Waiver         Waiver           to Waiver          Waiver
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>              <C>                <C>               <C>
Janus Money Market Fund                          $3,101,530       $1,550,765         $874,302          $437,151
Janus Government Money Market Fund               $  330,914       $  165,457         $151,606          $ 75,803
Janus Tax-Exempt Money Market Fund               $  140,898       $   70,449         $ 82,622          $ 41,311
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

     The following table summarizes the  administration  fees paid by the Shares
for the fiscal years ended October 31:

<TABLE>
                                                                     1996                        1995(1)
Fund Name                                                     Administration Fees          Administration Fees
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>                          <C>
   
Janus Money Market Fund - Investor Shares                         $3,381,669                   $1,636,704
Janus Government Money Market Fund - Investor Shares              $  560,294                   $  311,887
Janus Tax-Exempt Money Market Fund - Investor Shares              $  343,475                   $  203,530
    
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)February 15, 1995 (inception) to October 31, 1995.

   
     Advisory fees are paid on the Fund level while administration fees are paid
on the class level.
    

     The Advisory  Agreements for each Fund became effective on December 9, 1994
and will  continue in effect until June 16, 1997,  and  thereafter  from year to
year so long as such  continuance  is  approved  annually  by a majority  of the
Trustees who are not parties to the Advisory Agreements or interested persons of
any such party, and by either a majority of the outstanding voting shares or the
Trustees of the Funds. Each Advisory  Agreement i) may be terminated without the
payment of any penalty by any Fund or Janus Capital on 60 days' written  notice;
ii) terminates automatically in the event of its assignment; and iii) generally,
may not be amended  without the  approval  of a majority of the  Trustees of the
affected  Fund,  including the Trustees who are not


                                       8
<PAGE>
interested  persons of that Fund or Janus Capital and, to the extent required by
the 1940 Act, the vote of a majority of the  outstanding  voting  securities  of
that Fund.

     Janus Capital also performs  investment  advisory services for other mutual
funds,  and for  individual,  charitable,  corporate  and  retirement  accounts.
Investment  decisions for each account  managed by Janus Capital,  including the
Funds, are made independently from those for any other account that is or may in
the future become managed by Janus Capital or its  affiliates.  If,  however,  a
number of accounts managed by Janus Capital are contemporaneously engaged in the
purchase or sale of the same security,  the orders may be aggregated  and/or the
transactions  may be  averaged  as to  price  and  allocated  equitably  to each
account.  In some cases,  this policy might  adversely  affect the price paid or
received by an account or the size of the position obtained or liquidated for an
account.  Pursuant to an exemptive order granted by the SEC, the Funds and other
funds advised by Janus Capital may also transfer daily  uninvested cash balances
into one or more joint trading  accounts.  Assets in the joint trading  accounts
are invested in money market  instruments  and the proceeds are allocated to the
participating funds on a pro rata basis.

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

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

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

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

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

CUSTODIAN, TRANSFER AGENT AND CERTAIN AFFILIATIONS

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

     Janus  Service  Corporation  ("Janus  Service"),  P.O. Box 173375,  Denver,
Colorado 80217-3375,  a wholly-owned  subsidiary of Janus Capital, is the Funds'
transfer   agent.   In  addition,   Janus   Service   provides   certain   other
administrative,  recordkeeping and shareholder  relations services to the Funds.
The Funds do not pay Janus Service a fee.

     Janus  Distributors,  Inc.  ("Janus  Distributors"),  100 Fillmore  Street,
Denver,  Colorado 80206-4928,  a wholly-owned  subsidiary of Janus Capital, is a
distributor of the Funds.  Janus  Distributors  is registered as a broker-dealer
under the Securities  Exchange Act of 1934 (the "Exchange  Act") and is a member
of the National Association of Securities Dealers,  Inc. Janus Distributors acts
as the agent of the  Funds in  connection  with the sale of their  shares in all
states in which the shares are  registered  and in which Janus  Distributors  is
qualified  as  a  broker-dealer.   Under  the  Distribution   Agreement,   Janus
Distributors  continuously  offers the Funds'  shares and accepts  orders at net
asset value.  No sales  charges are paid by investors.  Promotional  expenses in
connection with offers and sales of shares are paid by Janus Capital.

     Janus  Capital also may make  payments to selected  broker-dealer  firms or
institutions  which were instrumental in the acquisition of shareholders for the
Funds or which  performed  services with respect to  shareholder  accounts.  The
minimum  aggregate  size required for  eligibility  for such  payments,  and the
factors in selecting the broker-dealer firms and institutions to which they will
be made, are determined from time to time by Janus Capital.

PORTFOLIO TRANSACTIONS AND BROKERAGE

     Decisions  as to the  assignment  of  portfolio  business for the Funds and
negotiation of its commission rates are made by Janus Capital whose policy is to
obtain the "best execution" (prompt and reliable execution at the most favorable
security price) of all portfolio transactions.


                                       9
<PAGE>
     In  selecting  brokers and dealers and in  negotiating  commissions,  Janus
Capital  considers a number of  factors,  including  but not  limited to:  Janus
Capital's knowledge of currently available negotiated commission rates or prices
of  securities  currently  available and other current  transaction  costs;  the
nature of the security being traded;  the size and type of the transaction;  the
nature and  character  of the markets for the  security to be purchased or sold;
the desired  timing of the trade;  the  activity  existing  and  expected in the
market  for  the  particular  security;  confidentiality;  the  quality  of  the
execution,  clearance and settlement services; financial stability of the broker
or dealer;  the  existence  of actual or  apparent  operational  problems of any
broker or dealer; and research products or services provided.  In recognition of
the  value  of  the  foregoing  factors,   Janus  Capital  may  place  portfolio
transactions  with a broker or dealer with whom it has  negotiated  a commission
that is in excess of the commission  another broker or dealer would have charged
for effecting that  transaction  if Janus Capital  determines in good faith that
such  amount  of  commission  was  reasonable  in  relation  to the value of the
brokerage  and  research  provided by such  broker or dealer  viewed in terms of
either that particular  transaction or of the overall  responsibilities of Janus
Capital.  These research and other services may include, but are not limited to,
general  economic and security  market  reviews,  industry and company  reviews,
evaluations  of  securities,  recommendations  as to the  purchase  and  sale of
securities,  and access to third party  publications,  computer  and  electronic
equipment   and  software.   Research   received  from  brokers  or  dealers  is
supplemental to Janus Capital's own research efforts.

   
     For the fiscal year ended October 31, 1996, the total brokerage commissions
paid by the  Funds  to  brokers  and  dealers  in  transactions  identified  for
execution  primarily on the basis of research and other services provided to the
Funds are summarized below:

<TABLE>
Fund Name                                                       Commissions                  Transactions
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>                        <C>
Janus Money Market Fund                                           $4,851                     $400,000,000
Janus Government Money Market Fund                                $0                         $0
Janus Tax-Exempt Money Market Fund                                $0                         $0
- ------------------------------------------------------------------------------------------------------------------------------------
    
</TABLE>

     For the fiscal years ended October 31, 1996 and October 31, 1995, the total
brokerage commissions paid by the Funds are summarized below:

<TABLE>
Fund Name                                                          1996                          1995
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>                             <C>
   
Janus Money Market Fund                                           $4,851                          $0
Janus Government Money Market Fund                                $0                              $0
Janus Tax-Exempt Money Market Fund                                $0                              $0
    
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

   
     The Funds generally buy and sell securities in principal  transactions,  in
which no commissions  are paid.  However,  the Funds may engage an agent and pay
commissions for such  transactions if Janus Capital believes that the net result
of the transaction to the respective Fund will be no less favorable than that of
contemporaneously available principal transactions.
    

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

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

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

   
     As of October 31, 1996,  certain  Funds owned  securities  of their regular
broker-dealers (or parents), as shown below:

<TABLE>
Fund Name                                   Name of Broker-Dealer                    Value of Securities Owned
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                                            <C>
Janus Money Market Fund                     Banker's Trust Securities Corporation          $197,480,000
                                            J. P. Morgan and Company                       $268,000,000
                                            Lehman Brothers                                $200,000,000
                                            Goldman, Sachs and Company                     $140,000,000
Janus Government Money Market Fund          Goldman, Sachs and Company                     $ 11,900,000
                                            HSBC Securities, Inc.                          $ 40,000,000
                                            Nationsbanc Capital Markets                    $ 27,700,000
    
</TABLE>


                                       10
<PAGE>
OFFICERS AND TRUSTEES

     The  following  are the names of the  Trustees  and  officers of the Trust,
together with a brief description of their principal occupations during the last
five years.

Thomas H. Bailey*# - Trustee, Chairman and President
100 Fillmore Street
Denver, CO 80206-4928
     Trustee,  Chairman and  President of Janus Aspen  Series.  Chairman,  Chief
     Executive  Officer,  Director and President of Janus Capital.  Chairman and
     Director of IDEX Management,  Inc., Largo, Florida (50% subsidiary of Janus
     Capital and investment adviser to a group of mutual funds) ("IDEX").

James P. Craig, III*# - Trustee
100 Fillmore Street
Denver, CO 80206-4928
   
     Trustee  and  Executive  Vice  President  of  Janus  Aspen  Series.   Chief
     Investment Officer, Vice President and Director of Janus Capital. Executive
     Vice President and Portfolio Manager of Janus Fund and Janus Venture Fund.
    

Sharon S. Pichler* - Executive Vice President
100 Fillmore Street
Denver, CO 80206-4928
     Executive Vice President and Portfolio  Manager of Janus Money Market Fund,
     Janus  Tax-Exempt Money Market Fund and Janus Government Money Market Fund.
     Vice  President of Janus  Capital.  Formerly,  Assistant Vice President and
     Portfolio Manager at USAA Investment Management Co. (1990-1994).

David C. Tucker* - Vice President and General Counsel
100 Fillmore Street
Denver, CO 80206-4928
     Vice President and General  Counsel of Janus Aspen Series.  Vice President,
     Secretary and General  Counsel of Janus Capital.  Vice  President,  General
     Counsel and  Director of Janus  Service and Janus  Distributors.  Director,
     Vice President and Secretary of Janus Capital International Ltd.

Steven R. Goodbarn* - Vice President and Chief Financial Officer
100 Fillmore Street
Denver, CO 80206-4928
     Vice  President and Chief  Financial  Officer of Janus Aspen  Series.  Vice
     President  of  Finance,  Treasurer  and Chief  Financial  Officer  of Janus
     Service,  Janus Distributors and Janus Capital.  Director of IDEX and Janus
     Distributors.  Director,  Treasurer and Vice  President of Finance of Janus
     Capital  International  Ltd.  Formerly (1979 to 1992),  with the accounting
     firm of Price  Waterhouse  LLP,  Denver,  Colorado.  Formerly  (1992-1996),
     Treasurer of Janus Investment Fund and Janus Aspen Series.

Glenn P. O'Flaherty* - Treasurer and Chief Accounting Officer
100 Fillmore Street
Denver, CO 80206-4928
     Treasurer and Chief Accounting  Officer of Janus Aspen Series.  Director of
     Fund Accounting of Janus Capital.

Kelley Abbott Howes* - Secretary
100 Fillmore Street
Denver, CO 80206-4928
     Secretary  of Janus  Aspen  Series.  Associate  Counsel  of Janus  Capital.
     Formerly (1990 to 1994),  with The Boston Company  Advisors,  Inc.,  Boston
     Massachusetts (mutual fund administration services).

   
John W. Shepardson#+ - Trustee
    
P.O. Box 9591
Denver, CO 80209
     Trustee of Janus Aspen Series. Historian.

William D. Stewart# - Trustee
5330 Sterling Drive
Boulder, CO 80302
     Trustee of Janus  Aspen  Series.  President  of HPS  Corporation,  Boulder,
     Colorado (manufacturer of vacuum fittings and valves).


- --------------------------------------------------------------------------------
* Interested person of the Trust and of Janus Capital.
# Member of the Trust's Executive Committee.
   
+ Effective March 31, 1997, Mr. Shepardson will retire as Trustee.
    


                                       11
<PAGE>
Gary O. Loo - Trustee
102 N. Cascade Avenue, Suite 500
Colorado Springs, CO 80903
     Trustee of Janus  Aspen  Series.  President  and a Director  of High Valley
     Group, Inc., Colorado Springs, Colorado (investments).

Dennis B. Mullen - Trustee
1601 114th Avenue, SE
Alderwood Building, Suite 130
Bellevue, WA 98004
     Trustee of Janus Aspen Series.  President and Chief Executive Officer of BC
     Northwest, L.P., a franchise of Boston Chicken, Inc., Bellevue,  Washington
     (restaurant chain). Formerly (1982 to 1993), Chairman,  President and Chief
     Executive  Officer  of  Famous  Restaurants,   Inc.,  Scottsdale,   Arizona
     (restaurant chain).

Martin H. Waldinger - Trustee
4940 Sandshore Court
San Diego, CA 92130
     Trustee of Janus  Aspen  Series.  Private  Consultant  and  Director of Run
     Technologies,  Inc., a software  development firm, San Carlos,  California.
     Formerly  (1989  to  1993),   President  and  Chief  Executive  Officer  of
     Bridgecliff  Management  Services,  Campbell,   California  (a  condominium
     association management company).

   
James T. Rothe - Trustee
102 South Tejon Street, Suite 1100
Colorado Springs, CO 80903
     Trustee  of Janus  Aspen  Series.  Professor  of  Business,  University  of
     Colorado,  Colorado Springs,  Colorado.  Principal,  Phillips-Smith  Retail
     Group,  Colorado  Springs,  Colorado  (a venture  capital  firm).  Formerly
     (1986-1994),  Dean of the  College of  Business,  University  of  Colorado,
     Colorado Springs, Colorado.
    

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

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

     The Money Market Funds Committee,  consisting of Messrs. Craig, Shepardson,
Loo and Waldinger,  monitors the compliance with policies and procedures adopted
particularly for money market funds.

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

<TABLE>
                                                Aggregate Compensation              Total Compensation from the
                                            from the Funds for fiscal year         Janus Funds for calendar year
Name of Person, Position                        ended October 31, 1996               ended December 31, 1996**
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>                                  <C>
   
Thomas H. Bailey, Chairman*                             $0                                   $0
James P. Craig, III, Trustee*                           $0                                   $0
John W. Shepardson, Trustee                             $2,670                               $73,000
William D. Stewart, Trustee                             $1,291                               $70,000
Gary O. Loo, Trustee                                    $4,049                               $70,000
Dennis B. Mullen, Trustee                               $1,291                               $67,000
Martin H. Waldinger, Trustee                            $4,049                               $73,000
James T. Rothe, Trustee+                                $0                                   $0
    
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*    An  interested  person of the Funds and of Janus  Capital.  Compensated  by
     Janus Capital and not the Funds.
**   As of December 31, 1996, Janus Funds consisted of two registered investment
     companies comprised of a total of 29 funds.
   
+    Mr. Rothe began serving as Trustee on January 1, 1997.
    

PURCHASE OF SHARES

     As stated in the  Prospectus,  Janus  Distributors  is a distributor of the
Funds' shares. Shares are sold at the net asset value per share as determined at
the close of the regular  trading  session of the New York Stock  Exchange  (the
"NYSE" or the "Exchange")  next occurring after a purchase order is received and
accepted by a Fund.  A Fund's net asset value is  calculated  each day that


                                       12
<PAGE>
both the NYSE and the New York Federal  Reserve Bank are open.  As stated in the
Prospectus,  the Funds each seek to  maintain a stable net asset value per share
of $1.00. The Shareholder's  Manual Section of the Prospectus  contains detailed
information about the purchase of Shares.

REINVESTMENT OF DIVIDENDS AND DISTRIBUTIONS

     If investors do not elect in writing or by phone to receive their dividends
and distributions in cash, all income dividends and capital gains distributions,
if any, on Shares are reinvested automatically in additional Shares of that Fund
at the NAV  determined  on the first  business  day  following  the record date.
Checks for cash dividends and  distributions  and confirmations of reinvestments
are usually  mailed to  shareholders  within ten days after the record date. Any
election  (which may be made on the New  Account  Application  form or by phone)
will apply to dividends and  distributions  the record dates of which fall on or
after  the date that a Fund  receives  such  notice.  Investors  receiving  cash
distributions  and  dividends may elect in writing or by phone to change back to
automatic reinvestment at any time.

REDEMPTION OF SHARES

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

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

SHAREHOLDER ACCOUNTS

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

SYSTEMATIC REDEMPTIONS

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

     Information about requirements to establish a systematic  redemption option
may be obtained  by writing or calling the Funds at the address or phone  number
shown above.

RETIREMENT PLANS

     The Funds offer several  different types of tax-deferred  retirement  plans
that an  investor  may  establish  to  invest  in  Shares,  depending  on  rules
prescribed by the Internal  Revenue Code of 1986 and the regulations  thereunder
(the "Code").  The  Individual  Retirement  Account  ("IRA") may be used by most
individuals  who have taxable  compensation.  The Simplified  Employee  Pensions
("SEPs")  and the  Defined  Contribution  Plans  may be used by most  employers,
including  corporations,  partnerships and sole proprietors,  for the benefit of
business  owners and their  employees.  In  addition,  the Funds offer a Section
403(b)(7) Plan for employees of educational  organizations  and other qualifying
tax-exempt  organizations.  Investors  should consult their tax advisor or legal
counsel before selecting a retirement plan.


                                       13
<PAGE>
     Contributions under IRAs, SEPs, Defined  Contribution Plans (Profit Sharing
or Money  Purchase  Pension  Plans) and Section  403(b)(7)  Plans are subject to
specific contribution limitations. Generally, such contributions may be invested
at the direction of the  participant.  The  investment is then held by Investors
Fiduciary Trust Company as custodian.  Each participant's  account is charged an
annual  fee  of  $12.  There  is a  maximum  annual  fee  of  $24  per  taxpayer
identification number.

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

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

DIVIDENDS AND TAX STATUS

     Dividends  representing  substantially all of the net investment income and
any net realized  gains on sales of securities  are declared  daily,  Saturdays,
Sundays and holidays included,  and distributed on the last business day of each
month. If a month begins on a Saturday,  Sunday, or holiday, dividends for those
days are declared at the end of the preceding month and distributed on the first
business day of the month.  A shareholder  may receive  dividends in cash or may
choose  to have  dividends  automatically  reinvested  in a  Fund's  Shares.  As
described in the  Prospectus,  Shares  purchased by wire on a bank  business day
will receive that day's dividend if the purchase is effected at or prior to 3:00
p.m.  (New York time) for Janus  Money  Market Fund and Janus  Government  Money
Market Fund and 12:00 p.m.  (New York time) for Janus  Tax-Exempt  Money  Market
Fund.  Otherwise,  such Shares will begin to accrue  dividends on the  following
day. Orders for purchase  accompanied by a check or other  negotiable bank draft
will be  accepted  and  effected  as of 4:00 p.m.  (New York time) on the day of
receipt  and such  Shares  will  begin to accrue  dividends  on the  first  bank
business day following  receipt of the order.  Requests for redemption of Shares
of a Fund will be redeemed at the next  determined net asset value. If processed
by 4:00 p.m. (New York time) such  redemption will generally  include  dividends
declared  through the day of redemption.  However,  redemption  requests made by
wire that are received prior to 3:00 p.m. (New York time) for Janus Money Market
Fund and Janus  Government  Money Market Fund and 12:00 p.m. (New York time) for
Janus Tax-Exempt Money Market Fund will result in Shares being redeemed that day
and no dividend will be accrued for such day. Proceeds of such a redemption will
normally be sent to the  predesignated  bank account on that day, but that day's
dividend will not be received.  If shares of a Fund were originally purchased by
check or through an Automated  Clearing  House  transaction,  the Fund may delay
transmittal  of  redemption  proceeds  up to 15 days in  order  to  ensure  that
purchase funds have been collected. Closing times for purchase and redemption of
Shares  may be changed  for days in which the bond  market or the New York Stock
Exchange close early.

     Distributions  for all of the Funds (except Janus  Tax-Exempt  Money Market
Fund) are  taxable  income and are  subject to federal  income tax  (except  for
shareholders exempt from income tax), whether such distributions are received in
cash or are reinvested in additional Shares. Full information  regarding the tax
status of income dividends and any capital gains distributions will be mailed to
shareholders  for tax  purposes  on or  before  January  31st of each  year.  As
described  in detail in the  Prospectus,  Janus  Tax-Exempt  Money  Market  Fund
anticipates that  substantially all income dividends it pays will be exempt from
federal  income  tax,  although  dividends  attributable  to interest on taxable
investments,  together  with  distributions  from  any net  realized  short-  or
long-term capital gains, are taxable.

     The Funds intend to qualify as regulated investment companies by satisfying
certain requirements prescribed by Subchapter M of the Code.

     Some money market  securities  employ a trust or other similar structure to
modify the maturity, price characteristics,  or quality of financial assets. For
example,  put  features  can be used to modify the  maturity of a  security,  or
interest rate adjustment features can be used to enhance price stability. If the
structure does not perform as intended,  adverse tax or investment  consequences
may  result.  Neither the  Internal  Revenue  Service  nor any other  regulatory
authority has ruled definitively on certain legal issues presented by structured
securities. Future tax or other regulatory determinations could adversely affect
the  value,  liquidity,  or tax  treatment  of the  income  received  from these
securities or the nature and timing of distributions made by a portfolio.

PRINCIPAL SHAREHOLDERS

   
     As of January 20,  1997,  the officers and Trustees of the Funds as a group
owned  less  than 1% of the  outstanding  shares  of each of the  Funds.  To the
knowledge of the Funds,  no other  person owned more than 5% of the  outstanding
Shares of any Fund as of the above date.
    


                                       14
<PAGE>
MISCELLANEOUS INFORMATION

     Each Fund is a series of the Trust, a Massachusetts business trust that was
created on February 11,  1986.  The Trust is an open-end  management  investment
company  registered  under the 1940 Act.  As of the date of this SAI,  the Trust
consists of 19 separate series,  three of which currently offer three classes of
shares.  The Funds were added to the Trust as  separate  series on  December  9,
1994.

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

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

SHARES OF THE TRUST

     The  Trust  is  authorized  to issue  an  unlimited  number  of  shares  of
beneficial  interest  with a par value of one cent per share for each  series of
the Trust. Shares of each Fund are fully paid and nonassessable when issued. All
shares of a Fund  participate  equally in dividends and other  distributions  by
such  Fund,  and in  residual  assets of that Fund in the event of  liquidation.
Shares of each Fund have no preemptive, conversion or subscription rights.

     The Trust is authorized to issue multiple  classes of shares for each Fund.
Currently, Janus Money Market Fund, Janus Government Money Market Fund and Janus
Tax-Exempt  Money  Market  Fund each offer  three  classes of shares by separate
prospectuses.  The  Shares  discussed  in this SAI are  offered  to the  general
public. A second class of shares,  Service Shares,  is offered through Financial
Institutions that meet minimum investment  requirements in connection with trust
accounts,  cash  management  programs  and  similar  programs.  A third class of
shares, Institutional Shares, is offered only to clients meeting certain minimum
investment criteria.

VOTING RIGHTS

   
     The present Trustees were elected at a meeting of shareholders held on July
10, 1992 with the exception of Mr. Craig and Mr. Rothe who were appointed by the
Trustees  as of June 30,  1995 and  January  1,  1997,  respectively.  Under the
Declaration of Trust, each Trustee will continue in office until the termination
of  the  Trust  or  his  earlier  death,  retirement,  resignation,  bankruptcy,
incapacity or removal.  Vacancies  will be filled by a majority of the remaining
Trustees,  subject to the 1940 Act. Therefore,  no annual or regular meetings of
shareholders normally will be held, unless otherwise required by the Declaration
of Trust or the 1940 Act. Subject to the foregoing,  shareholders have the power
to vote to elect or remove  Trustees,  to terminate or reorganize their Fund, to
amend the Declaration of Trust, to bring certain  derivative  actions and on any
other  matters on which a  shareholder  vote is  required  by the 1940 Act,  the
Declaration of Trust, the Trust's Bylaws or the Trustees.
    

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

INDEPENDENT ACCOUNTANTS

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

REGISTRATION STATEMENT

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


                                       15
<PAGE>
FINANCIAL STATEMENTS

     The  following  audited  financial  statements  of the Funds for the period
ended October 31, 1996 are hereby incorporated into this SAI by reference to the
Funds' Annual  Report dated October 31, 1996. A copy of such report  accompanies
this SAI.

DOCUMENTS INCORPORATED BY REFERENCE TO THE ANNUAL REPORT

     Schedules of Investments as of October 31, 1996

     Statements of Operations for the period ended October 31, 1996

     Statements of Assets and Liabilities as of October 31, 1996

     Statements  of Changes in Net Assets for the periods ended October 31, 1996
     and 1995*

     Financial Highlights for each of the periods indicated

     Notes to Financial Statements

     Report of Independent Accountants

     The portions of such Annual Report that are not  specifically  listed above
are not  incorporated  by  reference  into  this  SAI  and  are not  part of the
Registration Statement.






- --------------------------------------------------------------------------------
*Transactions  in fund  shares for the period  February  15, 1995 to October 31,
1995.


                                       16
<PAGE>
APPENDIX A
DESCRIPTION OF SECURITIES RATINGS

MOODY'S AND STANDARD AND POOR'S

MUNICIPAL AND CORPORATE BONDS AND MUNICIPAL LOANS

     The two highest ratings of Standard & Poor's Ratings  Services  ("S&P") for
municipal and  corporate  bonds are AAA and AA. Bonds rated AAA have the highest
rating assigned by S&P to a debt obligation.  Capacity to pay interest and repay
principal is extremely strong. Bonds rated AA have a very strong capacity to pay
interest and repay  principal and differ from the highest rated issues only in a
small  degree.  The AA rating may be modified  by the  addition of a plus (+) or
minus (-) sign to show relative standing within that rating category.

     The two highest ratings of Moody's Investors Service,  Inc. ("Moody's") for
municipal  and  corporate  bonds are Aaa and Aa.  Bonds  rated Aaa are judged by
Moody's  to be of the best  quality.  Bonds  rated Aa are  judged  to be of high
quality by all  standards.  Together with the Aaa group,  they comprise what are
generally  known as  high-grade  bonds.  Moody's  states that Aa bonds are rated
lower than the best bonds because  margins of protection or other  elements make
long-term risks appear  somewhat larger than Aaa securities.  The generic rating
Aa may be modified by the  addition  of the  numerals 1, 2 or 3. The  modifier 1
indicates that the security  ranks in the higher end of the Aa rating  category;
the modifier 2 indicates a mid-range ranking;  and the modifier 3 indicates that
the issue ranks in the lower end of such rating category.

SHORT-TERM MUNICIPAL LOANS

     S&P's highest  rating for  short-term  municipal  loans is SP-1. S&P states
that short-term  municipal securities bearing the SP-1 designation have a strong
capacity  to pay  principal  and  interest.  Those  issues  rated SP-1 which are
determined to possess a very strong capacity to pay debt service will be given a
plus (+)  designation.  Issues  rated  SP-2 have  satisfactory  capacity  to pay
principal and interest with some vulnerability to adverse financial and economic
changes over the term of the notes.

     Moody's  highest rating for  short-term  municipal  loans is  MIG-1/VMIG-1.
Moody's states that short-term  municipal  securities rated  MIG-1/VMIG-1 are of
the best quality,  enjoying  strong  protection from  established  cash flows of
funds for their  servicing or from  established  and  broad-based  access to the
market for refinancing,  or both. Loans bearing the MIG-2/VMIG-2 designation are
of high quality,  with margins of protection  ample  although not so large as in
the MIG-1/VMIG-1 group.

OTHER SHORT-TERM DEBT SECURITIES

     Prime-1 and Prime-2  are the two  highest  ratings  assigned by Moody's for
other  short-term debt securities and commercial  paper, and A-1 and A-2 are the
two highest  ratings for  commercial  paper  assigned by S&P.  Moody's  uses the
numbers 1, 2 and 3 to denote relative strength within its highest classification
of Prime,  while S&P uses the  numbers  1, 2 and 3 to denote  relative  strength
within its highest  classification of A. Issuers rated Prime-1 by Moody's have a
superior  ability for repayment of senior  short-term debt  obligations and have
many  of  the   following   characteristics:   leading   market   positions   in
well-established   industries,   high   rates  of  return  on  funds   employed,
conservative  capitalization  structure with moderate reliance on debt and ample
asset protection,  broad margins in earnings coverage of fixed financial charges
and high internal cash  generation,  and well  established  access to a range of
financial  markets and assured  sources of alternate  liquidity.  Issuers  rated
Prime-2 by Moody's have a strong ability for repayment of senior short-term debt
obligations  and display many of the same  characteristics  displayed by issuers
rated Prime-1,  but to a lesser degree.  Issuers rated A-1 by S&P carry a strong
degree of safety regarding timely repayment.  Those issues determined to possess
extremely strong safety characteristics are denoted with a plus (+) designation.
Issuers rated A-2 by S&P carry a satisfactory  degree of safety regarding timely
repayment.

FITCH

F-1+      Exceptionally  strong credit quality.  Issues assigned this rating are
          regarded  as having  the  strongest  degree of  assurance  for  timely
          payment.

F-1       Very strong credit  quality.  Issues  assigned this rating  reflect an
          assurance for timely  payment only slightly less in degree than issues
          rated F-1+.

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


                                       17
<PAGE>
DUFF & PHELPS INC.

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

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

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

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

THOMSON BANKWATCH, INC.

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

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

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

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

IBCA, INC.

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

A2        Obligations supported by a good capacity for timely repayment.

A3        Obligations supported by a satisfactory capacity for timely repayment.

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

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


                                       18
<PAGE>
APPENDIX B
DESCRIPTION OF MUNICIPAL SECURITIES

     Municipal Notes generally are used to provide for short-term  capital needs
and usually have maturities of one year or less. They include the following:

     1. Project Notes, which carry a U.S.  government  guarantee,  are issued by
public bodies  (called  "local  issuing  agencies")  created under the laws of a
state, territory, or U.S. possession.  They have maturities that range up to one
year from the date of issuance. Project Notes are backed by an agreement between
the local  issuing  agency  and the  Federal  Department  of  Housing  and Urban
Development.  These  Notes  provide  financing  for a wide  range  of  financial
assistance  programs  for  housing,  redevelopment,  and related  needs (such as
low-income housing programs and renewal programs).

     2. Tax  Anticipation  Notes are issued to finance  working capital needs of
municipalities.  Generally,  they are issued in anticipation of various seasonal
tax revenues,  such as income,  sales,  use and business taxes,  and are payable
from these specific future taxes.

     3. Revenue Anticipation Notes are issued in expectation of receipt of other
types of revenues,  such as Federal revenues available under the Federal Revenue
Sharing Programs.

     4. Bond  Anticipation  Notes are issued to provide interim  financing until
long-term  financing can be arranged.  In most cases,  the long-term  bonds then
provide the money for the repayment of the Notes.

     5.  Construction  Loan  Notes are sold to provide  construction  financing.
After  successful  completion and acceptance,  many projects  receive  permanent
financing through the Federal Housing  Administration under the Federal National
Mortgage   Association  ("Fannie  Mae")  or  the  Government  National  Mortgage
Association ("Ginnie Mae").

     6.  Tax-Exempt  Commercial  Paper is a short-term  obligation with a stated
maturity  of 365 days or less.  It is  issued  by  agencies  of state  and local
governments to finance seasonal working capital needs or as short-term financing
in anticipation of longer term financing.

     Municipal  Bonds,  which meet longer term capital needs and generally  have
maturities   of  more  than  one  year  when   issued,   have  three   principal
classifications:

     1.  General  Obligation  Bonds  are  issued  by such  entities  as  states,
counties,   cities,  towns  and  regional  districts.   The  proceeds  of  these
obligations  are  used  to  fund a wide  range  of  public  projects,  including
construction or improvement of schools,  highways and roads, and water and sewer
systems.  The basic  security  behind General  Obligation  Bonds is the issuer's
pledge  of its full  faith and  credit  and  taxing  power  for the  payment  of
principal  and  interest.  The taxes that can be levied for the  payment of debt
service  may be  limited  or  unlimited  as to the  rate or  amount  of  special
assessments.

     2. Revenue Bonds in recent years have come to include an increasingly  wide
variety of types of  municipal  obligations.  As with other  kinds of  municipal
obligations,  the issuers of revenue  bonds may consist of virtually any form of
state or local governmental entity,  including states,  state agencies,  cities,
counties,  authorities of various kinds, such as public housing or redevelopment
authorities,  and special districts, such as water, sewer or sanitary districts.
Generally,  revenue  bonds are secured by the revenues or net  revenues  derived
from a particular facility, group of facilities, or, in some cases, the proceeds
of a special excise or other specific  revenue source.  Revenue bonds are issued
to finance a wide variety of capital projects including electric, gas, water and
sewer systems;  highways,  bridges,  and tunnels;  port and airport  facilities;
colleges and universities; and hospitals. Many of these bonds provide additional
security in the form of a debt service reserve fund to be used to make principal
and  interest  payments.  Various  forms of credit  enhancement,  such as a bank
letter of credit or municipal  bond  insurance,  may also be employed in revenue
bond  issues.  Housing  authorities  have a wide  range of  security,  including
partially or fully insured  mortgages,  rent  subsidized  and/or  collateralized
mortgages,  and/or the net revenues from housing or other public projects.  Some
authorities  provide further  security in the form of a state's ability (without
obligation) to make up deficiencies in the debt service reserve fund.

     In recent  years,  revenue  bonds  have been  issued in large  volumes  for
projects that are privately owned and operated (see 3 below).

     Private Activity Bonds are considered  municipal bonds if the interest paid
thereon  is exempt  from  Federal  income  tax and are issued by or on behalf of
public  authorities  to  raise  money  to  finance  various  privately  operated
facilities for business and manufacturing,  housing and health.  These bonds are
also used to finance public  facilities  such as airports,  mass transit systems
and ports.  The payment of the principal and interest on such bonds is dependent
solely on the ability of the facility's  user to meet its financial  obligations
and the pledge,  if any,  of real and  personal  property  as security  for such
payment.

     While, at one time, the pertinent  provisions of the Internal  Revenue Code
permitted private activity bonds to bear tax-exempt  interest in connection with
virtually  any type of  commercial  or  industrial  project  (subject to various
restrictions as to authorized costs,  size limitations,  state per capita volume
restrictions,  and other  matters),  the types of qualifying  projects under the
Code have become increasingly  limited,  particularly since the enactment of the
Tax  Reform  Act of 1986.  Under  current  provisions  of the


                                       19
<PAGE>
Code, tax-exempt financing remains available,  under prescribed conditions,  for
certain  privately owned and operated rental  multi-family  housing  facilities,
nonprofit hospital and nursing home projects,  airports, docks and wharves, mass
commuting  facilities and solid waste disposal  projects,  among others, and for
the refunding  (that is, the tax-exempt  refinancing)  of various kinds of other
private commercial projects originally financed with tax-exempt bonds. In future
years, the types of projects qualifying under the Code for tax-exempt  financing
are expected to become increasingly limited.

     Because  of  terminology  formerly  used  in  the  Internal  Revenue  Code,
virtually  any form of  private  activity  bond may still be  referred  to as an
"industrial  development  bond," but more and more frequently revenue bonds have
become  classified  according to the particular type of facility being financed,
such as hospital revenue bonds, nursing home revenue bonds, multi-family housing
revenues  bonds,  single family housing  revenue bonds,  industrial  development
revenue bonds, solid waste resource recovery revenue bonds, and so on.

     Other Municipal Obligations,  incurred for a variety of financing purposes,
include:  municipal leases, which may take the form of a lease or an installment
purchase or conditional sale contract, are issued by state and local governments
and  authorities to acquire a wide variety of equipment and  facilities  such as
fire and  sanitation  vehicles,  telecommunications  equipment and other capital
assets.  Municipal leases frequently have special risks not normally  associated
with general  obligation or revenue bonds.  Leases and  installment  purchase or
conditional sale contracts (which normally provide for title to the leased asset
to pass  eventually  to the  government  issuer)  have  evolved  as a means  for
governmental  issuers to acquire  property  and  equipment  without  meeting the
constitutional  and  statutory  requirements  for  the  issuance  of  debt.  The
debt-issuance limitations of many state constitutions and statutes are deemed to
be  inapplicable  because  of the  inclusion  in many  leases  or  contracts  of
"non-appropriation"  clauses that provide  that the  governmental  issuer has no
obligation to make future  payments under the lease or contract  unless money is
appropriated for such purpose by the appropriate legislative body on a yearly or
other periodic basis. To reduce this risk, the Fund will only purchase municipal
leases subject to a  non-appropriation  clause when the payment of principal and
accrued interest is backed by an unconditional  irrevocable letter of credit, or
guarantee  of a bank or other  entity that meets the  criteria  described in the
Prospectus.

     Tax-exempt bonds are also categorized  according to whether the interest is
or is not includible in the calculation of alternative  minimum taxes imposed on
individuals,  according  to whether the costs of acquiring or carrying the bonds
are or are not deductible in part by banks and other financial institutions, and
according to other criteria relevant for Federal income tax purposes. Due to the
increasing   complexity  of  Internal  Revenue  Code  and  related  requirements
governing  the issuance of  tax-exempt  bonds,  industry  practice has uniformly
required,  as a condition to the issuance of such bonds,  but  particularly  for
revenue  bonds,  an  opinion of  nationally  recognized  bond  counsel as to the
tax-exempt status of interest on the bonds.


                                       20
<PAGE>
                               JANUS VENTURE FUND

                               100 Fillmore Street
                              Denver, CO 80206-4928
                                 (800) 525-3713
- --------------------------------------------------------------------------------
                       Statement of Additional Information
                                February 17, 1997
- --------------------------------------------------------------------------------


     Janus Venture Fund (the "Fund") is a no-load mutual fund that seeks capital
appreciation.  The Fund  normally  invests at least 50% of its equity  assets in
securities issued by small-sized companies.  Small-sized companies are those who
have market  capitalizations of less than $1 billion or annual gross revenues of
less than $500  million.  Subject to this  policy,  the Fund may also  invest in
larger  issuers.  Depending upon its portfolio  managers'  opinion of prevailing
market,  financial  and  economic  conditions,   the  Fund  may  at  times  hold
substantial positions in cash or interest-bearing securities.

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

     THE FUND HAS  DISCONTINUED  PUBLIC  SALES OF ITS  SHARES TO NEW  INVESTORS.
HOWEVER,  SHAREHOLDERS WHO MAINTAIN OPEN FUND ACCOUNTS ARE PERMITTED TO CONTINUE
TO PURCHASE  SHARES OF THE FUND AND TO REINVEST  ANY  DIVIDENDS  AND/OR  CAPITAL
GAINS  DISTRIBUTIONS IN SHARES OF THE FUND. ONCE A SHAREHOLDER'S FUND ACCOUNT IS
CLOSED, IT MAY NOT BE POSSIBLE FOR THAT SHAREHOLDER TO PURCHASE  ADDITIONAL FUND
SHARES.  See the  "Shareholder's  Manual"  section  of the  Prospectus  for more
details.  The Fund may resume sales of its shares at some future date,  although
it has no present intention of doing so.

     This  Statement of Additional  Information  ("SAI") is not a Prospectus and
should be read in  conjunction  with the Fund's  Prospectus  dated  February 17,
1997,  which is incorporated by reference into this SAI and may be obtained from
the Trust at the above phone number or address. This SAI contains additional and
more detailed  information  about the Fund's  operations and activities than the
Prospectus.


                                                                 [LOGO]    JANUS
<PAGE>
                               JANUS VENTURE FUND
                       STATEMENT OF ADDITIONAL INFORMATION
                                TABLE OF CONTENTS

                                                                            Page
- --------------------------------------------------------------------------------
     Investment Policies, Restrictions and Techniques .......................  3
        Investment Objective ................................................  3
        Portfolio Policies ..................................................  3
        Investment Restrictions .............................................  3
        Types of Securities and Investment Techniques .......................  4
          Illiquid Securities ...............................................  4
          Zero Coupon, Pay-In-Kind and Step Coupon Securities ...............  4
          Pass-Through Securities ...........................................  5
          Investment Company Securities .....................................  6
          Depositary Receipts ...............................................  6
          Municipal Obligations .............................................  6
          Other Income-Producing Securities .................................  6
          High-Yield/High-Risk Securities ...................................  6
          Repurchase and Reverse Repurchase Agreements ......................  7
          Futures, Options and Other Derivative Instruments .................  7
     Investment Adviser ..................................................... 14
     Custodian, Transfer Agent and Certain Affiliations ..................... 15
     Portfolio Transactions and Brokerage ................................... 16
     Officers and Trustees .................................................. 17
     Purchase of Shares ..................................................... 19
        Net Asset Value Determination ....................................... 19
        Reinvestment of Dividends and Distributions ......................... 20
     Redemption of Shares ................................................... 20
     Shareholder Accounts ................................................... 20
        Telephone Transactions .............................................. 20
        Systematic Redemptions .............................................. 20
     Retirement Plans ....................................................... 21
     Income Dividends, Capital Gains Distributions and Tax Status ........... 21
     Principal Shareholders ................................................. 21
     Miscellaneous Information .............................................. 21
        Shares of the Trust ................................................. 22
        Voting Rights ....................................................... 22
        Independent Accountants ............................................. 22
        Registration Statement .............................................. 22
     Performance Information ................................................ 22
     Financial Statements ................................................... 23
     Appendix A ............................................................. 24
        Explanation of Rating Categories .................................... 24
- --------------------------------------------------------------------------------


                                       2
<PAGE>
INVESTMENT POLICIES, RESTRICTIONS AND TECHNIQUES

INVESTMENT OBJECTIVE

     As stated in the  Prospectus,  the Fund's  investment  objective is capital
appreciation.   Realization   of   income  is  not  a   significant   investment
consideration and any income realized on the Fund's  investments  therefore will
be incidental to the Fund's  objective.  There can be no assurance that the Fund
will, in fact,  achieve its objective.  The investment  objective of the Fund is
not fundamental and may be changed by the Trustees without shareholder approval.

PORTFOLIO POLICIES

   
     The  Prospectus  discusses  the types of  securities in which the Fund will
invest,  portfolio  policies of the Fund and the  investment  techniques  of the
Fund. The Prospectus  includes a discussion of portfolio turnover policies.  The
Fund's portfolio  turnover rates (total  purchases or sales,  whichever is less,
compared to average monthly value of portfolio  securities) for the fiscal years
ended October 31, 1996 and October 31, 1995, were 136% and 113%, respectively.
    

INVESTMENT RESTRICTIONS

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

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

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

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

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

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

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

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

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

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

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

     (c) The Fund does not  currently  intend to purchase  securities on margin,
except that the Fund may obtain such short-term credits as are necessary for the
clearance of transactions,  and provided that margin payments and other deposits
in connection


                                       3
<PAGE>
with transactions in futures,  options, swaps and forward contracts shall not be
deemed to constitute purchasing securities on margin.

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

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

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

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

     For  purposes  of the  Fund's  restriction  on  investing  in a  particular
industry, the Fund will rely primarily on industry  classifications as published
by Bloomberg L.P. To the extent that Bloomberg L.P. classifications are so broad
that the  primary  economic  characteristics  in a single  class are  materially
different,  the Fund may further  classify  issuers in accordance  with industry
classifications as published by the Securities and Exchange Commission ("SEC").

TYPES OF SECURITIES AND INVESTMENT TECHNIQUES

ILLIQUID INVESTMENTS

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

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

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

     Current federal income tax law requires  holders of zero coupon  securities
and step coupon  securities to report the portion of the original issue discount
on such  securities  that accrues during a given year as interest  income,  even
though the holders  receive no cash  payments of  interest  during the year.  In
order to qualify as a "regulated  investment company" under the Internal Revenue
Code  of 1986  and the  regulations  thereunder  (the  "Code"),  the  Fund  must
distribute its investment  company taxable income,  including the original issue
discount accrued on zero coupon or step coupon bonds.  Because the Fund will not
receive


                                       4
<PAGE>
cash payments on a current basis in respect of accrued  original  issue discount
on zero coupon  bonds or step coupon  bonds  during the period  before  interest
payments begin, in some years the Fund may have to distribute cash obtained from
other sources in order to satisfy the distribution  requirements under the Code.
The Fund might  obtain such cash from selling  other  portfolio  holdings  which
might cause the Fund to incur capital gains or losses on the sale. Additionally,
these  actions are likely to reduce the assets to which Fund  expenses  could be
allocated and to reduce the rate of return for the Fund. In some  circumstances,
such sales might be necessary in order to satisfy cash distribution requirements
even though  investment  considerations  might otherwise make it undesirable for
the Fund to sell the securities at the time.

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

PASS-THROUGH SECURITIES

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

     The Federal Home Loan Mortgage  Corporation  ("FHLMC")  issues two types of
mortgage pass-through  securities:  mortgage participation  certificates ("PCs")
and guaranteed mortgage certificates ("GMCs"). PCs resemble GNMA Certificates in
that each PC represents a pro rata share of all interest and principal  payments
made and owned on the  underlying  pool.  FHLMC  guarantees  timely  payments of
interest on PCs and the full return of principal. GMCs also represent a pro rata
interest  in a pool  of  mortgages.  However,  these  instruments  pay  interest
semiannually  and return principal once a year in guaranteed  minimum  payments.
This type of security is guaranteed  by FHLMC as to timely  payment of principal
and interest but it is not  guaranteed  by the full faith and credit of the U.S.
government.

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

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

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


                                       5
<PAGE>
INVESTMENT COMPANY SECURITIES

   
     From time to time,  the Fund may invest in securities  of other  investment
companies,  including  money market funds managed by Janus  Capital.  The Fund's
investments  in such money market funds are subject to the terms of an exemptive
order  obtained by the Janus funds which  currently  provides that the Fund will
limit its  aggregate  investment  in a Janus money market fund to the greater of
(i) 5% of its total  assets or (ii) $2.5  million.  The Fund is  subject  to the
provisions of Section 12(d)(1) of the 1940 Act.
    

DEPOSITARY RECEIPTS

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

MUNICIPAL OBLIGATIONS

     The Fund may invest in municipal obligations issued by states,  territories
and possessions of the United States and the District of Columbia.  The value of
municipal  obligations  can be affected by changes in their  actual or perceived
credit quality. The credit quality of municipal  obligations can be affected by,
among other  things,  the financial  condition of the issuer or  guarantor,  the
issuer's future borrowing plans and sources of revenue, the economic feasibility
of the revenue bond project or general borrowing purpose,  political or economic
developments  in the region where the security is issued,  and the  liquidity of
the   security.    Because    municipal    securities   are   generally   traded
over-the-counter,  the  liquidity  of a  particular  issue often  depends on the
willingness  of dealers to make a market in the security.  The liquidity of some
municipal obligations may be enhanced by demand features, which would enable the
Fund  to  demand  payment  on  short  notice  from  the  issuer  or a  financial
intermediary.

OTHER INCOME-PRODUCING SECURITIES

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

     Variable and floating  rate  obligations.  These types of  securities  have
variable or floating rates of interest and, under certain limited circumstances,
may have varying  principal  amounts.  Variable and floating rate securities pay
interest  at rates  that are  adjusted  periodically  according  to a  specified
formula,  usually with reference to some interest rate index or market  interest
rate (the "underlying index"). See also "Inverse Floaters."

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

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

     Inverse  floaters.  Inverse  floaters are debt  instruments  whose interest
bears an inverse relationship to the interest rate on another security.  Certain
inverse  floaters may have an interest rate reset  mechanism that multiplies the
effects of change in the  underlying  index.  Such  mechanism  may  increase the
volatility of the  security's  market value.  Certain  variable rate  securities
(including  certain  mortgage-backed  securities)  pay  interest  at a rate that
varies inversely to prevailing  short-term interest rates (sometimes referred to
as inverse  floaters).  For example,  upon reset the interest  rate payable on a
security  may go down when the  underlying  index has  risen.  The Fund will not
invest more than 5% of its assets in inverse floaters.

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

HIGH-YIELD/HIGH-RISK SECURITIES

     The  Fund  intends  to  invest  less  than  35% of its net  assets  in debt
securities that are rated below investment  grade (e.g.,  securities rated BB or
lower by Standard & Poor's Ratings Services ("Standard & Poor's") or Ba or lower
by Moody's Investors Service, Inc. ("Moody's")).  Lower rated securities involve
a higher degree of credit risk,  which is the risk that the issuer will not


                                       6
<PAGE>
make interest or principal  payments when due. In the event of an  unanticipated
default, the Fund would experience a reduction in its income, and could expect a
decline in the market value of the securities so affected.

     The Fund may also invest in unrated debt securities of foreign and domestic
issuers.  Unrated  debt,  while not  necessarily  of lower  quality  than  rated
securities,  may  not  have  as  broad  a  market.  Sovereign  debt  of  foreign
governments  is generally  rated by country.  Because  these ratings do not take
into account  individual  factors  relevant to each issue and may not be updated
regularly,  Janus Capital may treat such securities as unrated debt.  Because of
the size and  perceived  demand  of the  issue,  among  other  factors,  certain
municipalities  may not incur  the  costs of  obtaining  a  rating.  The  Fund's
portfolio managers will analyze the  creditworthiness  of the issuer, as well as
any  financial  institution  or other  party  responsible  for  payments  on the
security,  in determining  whether to purchase unrated municipal bonds.  Unrated
debt securities will be included in the 35% limit unless the portfolio  managers
deem such securities to be the equivalent of investment grade securities.

     Subject to the above  limits,  the Fund may purchase  defaulted  securities
only when its  portfolio  managers  believe,  based upon their  analysis  of the
financial  condition,  results of operations and economic  outlook of an issuer,
that  there  is  potential  for  resumption  of  income  payments  and  that the
securities   offer   an   unusual   opportunity   for   capital    appreciation.
Notwithstanding  the portfolio  managers' belief as to the resumption of income,
however,  the purchase of any security on which payment of interest or dividends
is suspended  involves a high degree of risk.  Such risk  includes,  among other
things, the following:

     Financial and Market Risks.  Investments in securities  that are in default
involve  a high  degree  of  financial  and  market  risks  that can  result  in
substantial or, at times, even total losses. Issuers of defaulted securities may
have  substantial  capital  needs  and may  become  involved  in  bankruptcy  or
reorganization  proceedings.  Among the problems involved in investments in such
issuers is the fact that it may be  difficult  to obtain  information  about the
condition of such issuers. The market prices of such securities also are subject
to abrupt and erratic  movements  and above average  price  volatility,  and the
spread  between the bid and asked prices of such  securities may be greater than
normally expected.

     Disposition  of  Portfolio  Securities.  Although the Fund  generally  will
purchase  securities for which its portfolio managers expect an active market to
be  maintained,  defaulted  securities  may be less  actively  traded than other
securities  and it may be difficult to dispose of  substantial  holdings of such
securities at prevailing market prices. The Fund will limit holdings of any such
securities to amounts that the portfolio managers believe could be readily sold,
and holdings of such  securities  would,  in any event,  be limited so as not to
limit the Fund's ability to readily dispose of securities to meet redemptions.

     Other.  Defaulted  securities  require active monitoring and may, at times,
require participation in bankruptcy or receivership proceedings on behalf of the
Fund.

REPURCHASE AND REVERSE REPURCHASE AGREEMENTS

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

   
     The Fund may use reverse  repurchase  agreements to provide cash to satisfy
unusually heavy redemption requests or for other temporary or emergency purposes
without the  necessity of selling  portfolio  securities  or to earn  additional
income on portfolio  securities,  such as Treasury bills or notes.  In a reverse
repurchase agreement, the Fund sells a portfolio security to another party, such
as a bank or  broker-dealer,  in return  for cash and agrees to  repurchase  the
instrument at a particular price and time. While a reverse repurchase  agreement
is outstanding,  the Fund will maintain cash and appropriate  liquid assets in a
segregated  custodial  account to cover its obligation under the agreement.  The
Fund will enter into reverse repurchase  agreements only with parties that Janus
Capital  deems  creditworthy.   Using  reverse  repurchase  agreements  to  earn
additional  income  involves the risk that the  interest  earned on the invested
proceeds  is  less  than  the  expense  of  the  reverse  repurchase   agreement
transaction.  This  technique  may also have a  leveraging  effect on the Fund's
portfolio,  although the Fund's intent to segregate  assets in the amount of the
reverse repurchase agreement minimizes this effect.
    

FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS

     Futures  Contracts.  The Fund may enter into  contracts for the purchase or
sale for future  delivery of  fixed-income  securities,  foreign  currencies  or
contracts  based on  financial  indices,  including  indices of U.S.  government
securities, foreign


                                       7
<PAGE>
government securities, equity or fixed-income securities. U.S. futures contracts
are traded on exchanges  which have been  designated  "contract  markets" by the
CFTC and must be executed  through a futures  commission  merchant  ("FCM"),  or
brokerage firm, which is a member of the relevant contract market. Through their
clearing  corporations,  the exchanges guarantee performance of the contracts as
between the clearing members of the exchange.

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

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

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

     The Fund's primary purpose in entering into futures contracts is to protect
the Fund from  fluctuations in the value of securities or interest rates without
actually buying or selling the underlying debt or equity security.  For example,
if the Fund  anticipates  an increase in the price of stocks,  and it intends to
purchase stocks at a later time, the Fund could enter into a futures contract to
purchase a stock  index as a temporary  substitute  for stock  purchases.  If an
increase in the market occurs that  influences  the stock index as  anticipated,
the value of the futures  contracts  will increase,  thereby  serving as a hedge
against  the Fund not  participating  in a market  advance.  This  technique  is
sometimes  known as an  anticipatory  hedge.  To the extent the Fund enters into
futures  contracts for this purpose,  the segregated  assets maintained to cover
the Fund's  obligations  with respect to the futures  contracts  will consist of
other liquid  assets from its  portfolio  in an amount  equal to the  difference
between the contract price and the aggregate  value of the initial and variation
margin  payments  made  by the  Fund  with  respect  to the  futures  contracts.
Conversely, if the Fund holds stocks and seeks to protect itself from a decrease
in stock  prices,  the Fund might sell stock index  futures  contracts,  thereby
hoping to offset the potential decline in the value of its portfolio  securities
by a corresponding  increase in the value of the futures contract position.  The
Fund  could  protect  against a decline  in stock  prices by  selling  portfolio
securities  and  investing in money market  instruments,  but the use of futures
contracts  enables it to maintain a defensive  position  without  having to sell
portfolio securities.

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

     The ordinary spreads between prices in the cash and futures markets, due to
differences in the nature of those markets,  are subject to distortions.  First,
all  participants  in the  futures  market are  subject  to  initial  margin and
variation margin  requirements.  Rather than meeting additional variation margin
requirements,  investors  may close out  futures  contracts  through  offsetting
transactions which could distort the normal price relationship  between the cash
and futures  markets.  Second,  the liquidity of the futures  market  depends on
participants entering into offsetting  transactions rather than making or taking
delivery  of the  instrument


                                       8
<PAGE>
underlying a futures contract. To the extent participants decide to make or take
delivery,  liquidity  in the futures  market  could be reduced and prices in the
futures market  distorted.  Third,  from the point of view of  speculators,  the
margin deposit  requirements  in the futures market are less onerous than margin
requirements in the securities  market.  Therefore,  increased  participation by
speculators in the futures market may cause temporary price distortions.  Due to
the  possibility  of the foregoing  distortions,  a correct  forecast of general
price trends by the portfolio  managers still may not result in a successful use
of futures.

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

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

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

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

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

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


                                       9
<PAGE>
     The  purchase  of a put  option on a futures  contract  is  similar in some
respects to the purchase of protective put options on portfolio securities.  For
example,  the Fund may buy a put  option  on a  futures  contract  to hedge  its
portfolio against the risk of falling prices or rising interest rates.

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

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

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

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

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

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

     Options  on  Foreign  Currencies.  The Fund may buy and  write  options  on
foreign  currencies  in a manner  similar  to that in which  futures  or forward
contracts on foreign currencies will be utilized.  For example, a decline in the
U.S.  dollar  value of a


                                       10
<PAGE>
foreign  currency in which portfolio  securities are denominated will reduce the
U.S.  dollar  value  of such  securities,  even if their  value  in the  foreign
currency remains  constant.  In order to protect against such diminutions in the
value of  portfolio  securities,  the Fund may buy put  options  on the  foreign
currency. If the value of the currency declines, the Fund will have the right to
sell such currency for a fixed amount in U.S. dollars,  thereby  offsetting,  in
whole or in part, the adverse effect on its portfolio.

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

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

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

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

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

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

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

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


                                       11
<PAGE>
     The Fund also may write call options that are not covered for cross-hedging
purposes. The Fund collateralizes its obligation under a written call option for
cross-hedging  purposes by segregating  cash or other liquid assets in an amount
not less than the  market  value of the  underlying  security,  marked-to-market
daily. The Fund would write a call option for cross-hedging purposes, instead of
writing  a  covered  call  option,  when the  premium  to be  received  from the
cross-hedge transaction would exceed that which would be received from writing a
covered call option and its portfolio  managers  believe that writing the option
would achieve the desired hedge.

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

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

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

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

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

     The Fund may write options in connection with  buy-and-write  transactions.
In other words, the Fund may buy a security and then write a call option against
that  security.  The  exercise  price of such call will depend upon the expected
price movement of the underlying  security.  The exercise price of a call option
may  be   below   ("in-the-money"),   equal   to   ("at-the-money")   or   above
("out-of-the-money")  the current value of the  underlying  security at the time
the  option is  written.  Buy-and-write  transactions  using  in-the-money  call
options  may be used  when it is  expected  that  the  price  of the  underlying
security  will  remain  flat or decline  moderately  during  the option  period.
Buy-and-write  transactions  using at-the-money call options may be used when it
is expected  that the price of the  underlying  security  will  remain  fixed or
advance  moderately during the option period.  Buy-and-write  transactions using
out-of-the-money  call options may be used when it is expected that the premiums
received from writing the call option plus the  appreciation in the market price
of the  underlying  security up to the  exercise  price will be greater than the
appreciation in the price of the underlying  security alone. If the call options
are exercised in such transactions,  the Fund's maximum gain will be the premium
received  by it for writing the option,  adjusted  upwards or  downwards  by the
difference


                                       12
<PAGE>
between the Fund's purchase price of the security and the exercise price. If the
options are not exercised and the price of the underlying security declines, the
amount of such decline will be offset by the amount of premium received.

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

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

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

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

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

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

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

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


                                       13
<PAGE>
received or initial margin or collateral posted due to the potential  additional
margin and collateral requirements associated with such positions.

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

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

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

INVESTMENT ADVISER

     As stated in the Prospectus,  the Fund has an Investment Advisory Agreement
with Janus  Capital,  100 Fillmore  Street,  Denver,  Colorado  80206-4928.  The
Advisory  Agreement  provides that Janus Capital will furnish  continuous advice
and recommendations concerning the Fund's investments,  provide office space for
the Fund,  and pay the  salaries,  fees and expenses of all Fund officers and of
those  Trustees who are affiliated  with Janus  Capital.  Janus Capital also may
make  payments to selected  broker-dealer  firms or  institutions  which perform
recordkeeping  or other  services  with  respect to  shareholder  accounts.  The
minimum  aggregate  size required for  eligibility  for such  payments,  and the
factors in selecting the broker-dealer firms and institutions to which they will
be made,  are determined  from time to time by Janus  Capital.  Janus Capital is
also authorized to perform the management and administrative  services necessary
for the operation of the Fund.

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

     The Fund has agreed to  compensate  Janus  Capital for its  services by the
monthly  payment of a fee at the annual  rate of 1% of the first $30  million of
the  Fund's  average  daily net  assets,  0.75% of the next $270  million of the
Fund's  average  daily net assets,  0.70% of the next $200 million of the Fund's
average daily net assets,  and 0.65% of the average daily net assets of the Fund
in excess of $500 million.

   
     For the fiscal year ended October 31, 1996, the investment advisory fee was
$12,316,252.  For the fiscal years ended  October 31, 1995 and October 31, 1994,
the Fund incurred  investment  advisory  fees of  $10,947,796  and  $10,631,388,
respectively. Janus Capital did not waive any portion of its fee in any of these
years.
    

     The Advisory  Agreement was restated on May 21, 1996,  and it will continue
in effect until June 16, 1997, and thereafter  from year to year so long as such
continuance  is approved  annually by a majority of the Fund's  Trustees who are
not parties to the Advisory  Agreement or interested  persons of any such party,
and by either a majority of the outstanding voting shares or the Trustees of the
Fund.  The Advisory  Agreement i) may be  terminated  without the payment of any
penalty by the Fund or Janus Capital on 60 days' written notice;  ii) terminates
automatically  in the event of its assignment;  and iii)  generally,  may not be
amended  without the approval by vote of a majority of the Trustees of the Fund,
including the Trustees who are not interested


                                       14
<PAGE>
persons of the Fund or Janus  Capital  and,  to the extent  required by the 1940
Act, the vote of a majority of the outstanding voting securities of the Fund.

     Janus Capital also performs  investment  advisory services for other mutual
funds,  and for  individual,  charitable,  corporate  and  retirement  accounts.
Investment  decisions for each account  managed by Janus Capital,  including the
Fund, are made  independently from those for any other account that is or may in
the future become managed by Janus Capital or its  affiliates.  If,  however,  a
number of accounts managed by Janus Capital are contemporaneously engaged in the
purchase or sale of the same security,  the orders may be aggregated  and/or the
transactions  may be  averaged  as to  price  and  allocated  equitably  to each
account.  In some cases,  this policy might  adversely  affect the price paid or
received by an account or the size of the position obtained or liquidated for an
account.  Pursuant to an exemptive  order granted by the SEC, the Fund and other
funds advised by Janus Capital may also transfer daily  uninvested cash balances
into one or more joint trading  accounts.  Assets in the joint trading  accounts
are invested in money market  instruments  and the proceeds are allocated to the
participating Funds on a pro rata basis.

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

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

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

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

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

CUSTODIAN, TRANSFER AGENT AND CERTAIN AFFILIATIONS

     State  Street  Bank and Trust  Company  ("State  Street"),  P.O.  Box 0351,
Boston, Massachusetts 02117-0351 is the custodian of the domestic securities and
cash of the Fund. State Street and the foreign subcustodians  selected by it and
approved by the  Trustees,  have  custody of the assets of the Fund held outside
the U.S. and cash incidental  thereto.  The custodian and subcustodians hold the
Fund's assets in safekeeping and collect and remit the income  thereon,  subject
to the instructions of the Fund.

     Janus  Service  Corporation  ("Janus  Service"),  P.O. Box 173375,  Denver,
Colorado 80217-3375,  a wholly-owned  subsidiary of Janus Capital, is the Fund's
transfer   agent.   In  addition,   Janus   Service   provides   certain   other
administrative,  recordkeeping and shareholder  relations  services to the Fund.
For transfer agency and other services,  Janus Service receives a fee calculated
at an annual rate of .16% of average net assets of the Fund.  In  addition,  the
Fund pays DST Systems,  Inc. ("DST"),  a subsidiary of KCSI, license fees at the
rate  of  $2.56  per  shareholder  account  for  the  use of  DST's  shareholder
accounting  system.  The Fund pays DST for the use of their  portfolio  and fund
accounting  system a base fee paid  monthly  between $250 to $1,250 based on the
number of Janus funds utilizing the system and an asset charge of $1 per million
dollars of net assets (not to exceed $500 per month). In addition, the Fund pays
DST  postage  and  forms  costs of a DST  affiliate  incurred  in  mailing  Fund
shareholder transaction confirmations.

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

     Janus  Distributors,  Inc.  ("Janus  Distributors"),  100 Fillmore  Street,
Denver,  Colorado 80206-4928,  a wholly-owned  subsidiary of Janus Capital, is a
distributor of the Fund.  Janus  Distributors  is registered as a  broker-dealer
under the Securities  Exchange Act of 1934 (the "Exchange  Act") and is a member
of the National Association of Securities Dealers,  Inc. Janus Distributors acts
as the agent of the Fund in connection with the sale of its shares in all states
in which the shares are registered and in which Janus  Distributors is qualified
as  a  broker-dealer.  Under  the  Distribution  Agreement,  Janus  Distributors
continuously  offers the


                                       15
<PAGE>
Fund's shares and accepts  orders at net asset value.  No sales charges are paid
by investors. Promotional expenses in connection with offers and sales of shares
are paid by Janus Capital.

PORTFOLIO TRANSACTIONS AND BROKERAGE

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

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

   
     Most brokers and dealers used by Janus Capital  provide  research and other
services  described  above.  For the year ended October 31, 1996,  the Fund paid
$1,283,266  of its  total  brokerage  commissions  to  brokers  and  dealers  in
transactions  identified  for  execution  primarily on the basis of research and
other services provided to the Fund on transactions of $2,303,273,590.  Research
received from brokers or dealers is supplemental to Janus Capital's own research
efforts.
    

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

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

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

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


                                       16
<PAGE>
     The Fund's  Trustees have  authorized  Janus Capital to place  transactions
with DST Securities,  Inc. ("DSTS"), a wholly-owned  broker-dealer subsidiary of
DST.  Janus Capital may do so if it reasonably  believes that the quality of the
transaction  and the  associated  commission  are  fair and  reasonable  and if,
overall,  the associated  transaction  costs, net of any credits described above
under "Custodian, Transfer Agent and Certain Affiliations," are lower than those
that would otherwise be incurred.

   
     The total  amount of  brokerage  commissions  paid by the Fund  during  the
fiscal year ended October 31, 1996, was  $3,945,142.  For the fiscal years ended
October 31, 1995 and October 31, 1994,  the Fund paid  brokerage  commissions of
$3,920,258 and $3,243,457,  respectively.  Included in the brokerage commissions
paid for the fiscal year ended October 31, 1996,  was $64,665 paid through DSTS,
which served to reduce by $48,499  certain  out-of-pocket  expenses  paid by the
Fund. Included in brokerage  commissions paid for the fiscal years ended October
31, 1995 and October 31, 1994,  was $143,719 and  $116,255,  respectively,  paid
through  DSTS which  served to reduce by  $107,789  and  $87,191,  respectively,
certain out-of-pocket expenses.  Brokerage commissions paid through DSTS for the
1996 fiscal year represented 1.64% of the Fund's aggregate brokerage commissions
for such fiscal year,  while 1.55% of the aggregate  dollar amount of the Fund's
portfolio  transactions  involving a commission  payment were  executed  through
DSTS. The difference between  commissions paid through DSTS and expenses reduced
constitute  commissions paid to an unaffiliated clearing broker.  Differences in
the percentage of total commissions  versus the percentage of total transactions
is due, in part, to variations  among share prices and number of shares  traded,
while average price per share commission rates were substantially the same.
    

OFFICERS AND TRUSTEES

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

Thomas H. Bailey*# - Trustee, Chairman and President
100 Fillmore Street
Denver, CO 80206-4928
     Trustee,  Chairman and  President of Janus Aspen  Series.  Chairman,  Chief
     Executive  Officer,  Director and President of Janus Capital.  Chairman and
     Director of IDEX Management,  Inc., Largo, Florida (50% subsidiary of Janus
     Capital and investment adviser to a group of mutual funds) ("IDEX").

James P. Craig, III*# - Trustee and Executive Vice President
100 Fillmore Street
Denver, CO 80206-4928
   
     Trustee  and  Executive  Vice  President  of  Janus  Aspen  Series.   Chief
     Investment Officer, Vice President and Director of Janus Capital. Executive
     Vice President and Portfolio Manager of Janus Fund and Janus Venture Fund.
    

       

   
Thomas F. Marsico* - Executive Vice President
100 Fillmore Street
Denver, CO 80206-4928
     Executive Vice President and Portfolio  Manager of Janus Twenty Fund, Janus
     Growth and Income Fund and Janus  Venture  Fund.  Vice  President  of Janus
     Capital.

William H. Bales* - Executive Vice President
100 Fillmore Street
Denver, CO 80206-4928
     Executive  Vice  President  and  Portfolio  Manager of Janus  Venture Fund.
     Formerly,   research  analyst  at  Janus  Capital  (1993-1996).   Formerly,
     (1991-1993) Investor Service Representative at Janus Capital.

Jonathan D. Coleman* - Executive Vice President
100 Fillmore Street
Denver, CO 80206-4928
     Executive  Vice  President  and  Portfolio  Manager of Janus  Venture Fund.
     Formerly,  research analyst at Janus Capital (1994-1996).  Fulbright Fellow
     (1993-1994).  Obtained a Bachelor of Arts in Political  Economy and Spanish
     from Williams College (1991-1993).
    




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


                                       17
<PAGE>
David C. Tucker* - Vice President and General Counsel
100 Fillmore Street
Denver, CO 80206-4928
     Vice President and General  Counsel of Janus Aspen Series.  Vice President,
     Secretary and General  Counsel of Janus Capital.  Vice  President,  General
     Counsel and  Director of Janus  Service and Janus  Distributors.  Director,
     Vice President and Secretary of Janus Capital International Ltd.

Steven R. Goodbarn* - Vice President and Chief Financial Officer
100 Fillmore Street
Denver, CO 80206-4928
     Vice  President and Chief  Financial  Officer of Janus Aspen  Series.  Vice
     President  of  Finance,  Treasurer  and Chief  Financial  Officer  of Janus
     Service,  Janus Distributors and Janus Capital.  Director of IDEX and Janus
     Distributors.  Director,  Treasurer and Vice  President of Finance of Janus
     Capital  International  Ltd.  Formerly (1979 to 1992),  with the accounting
     firm of Price  Waterhouse  LLP,  Denver,  Colorado.  Formerly  (1992-1996),
     Treasurer of Janus Investment Fund and Janus Aspen Series.

Glenn P. O'Flaherty* - Treasurer and Chief Accounting Officer
100 Fillmore Street
Denver, CO 80206-4928
     Treasurer and Chief Accounting  Officer of Janus Aspen Series.  Director of
     Fund Accounting of Janus Capital.

Kelley Abbott Howes* - Secretary
100 Fillmore Street
Denver, CO 80206-4928
     Secretary  of Janus  Aspen  Series.  Associate  Counsel  of Janus  Capital.
     Formerly (1990 to 1994),  with The Boston Company Advisors,  Inc.,  Boston,
     Massachusetts (mutual fund administration services).

   
John W. Shepardson#+ - Trustee
    
P.O. Box 9591
Denver, CO 80209
     Trustee of Janus Aspen Series. Historian.

William D. Stewart# - Trustee
5330 Sterling Drive
Boulder, CO 80302
     Trustee of Janus  Aspen  Series.  President  of HPS  Corporation,  Boulder,
     Colorado (manufacturer of vacuum fittings and valves).

Gary O. Loo - Trustee
102 N. Cascade, Suite 500
Colorado Springs, CO 80903
     Trustee of Janus  Aspen  Series.  President  and a Director  of High Valley
     Group, Inc., Colorado Springs, Colorado (investments).

Dennis B. Mullen - Trustee
1601 114th Avenue, SE
Alderwood Building, Suite 130
Bellevue, WA 98004
     Trustee of Janus Aspen Series.  President and Chief Executive Officer of BC
     Northwest, L.P., a franchise of Boston Chicken, Inc., Bellevue,  Washington
     (restaurant chain). Formerly (1982 to 1993), Chairman,  President and Chief
     Executive  Officer  of  Famous  Restaurants,   Inc.,  Scottsdale,   Arizona
     (restaurant chain).

Martin H. Waldinger - Trustee
4940 Sandshore Court
San Diego, CA 92130
     Trustee of Janus  Aspen  Series.  Private  Consultant  and  Director of Run
     Technologies,  Inc., a software  development firm, San Carlos,  California.
     Formerly  (1989  to  1993),   President  and  Chief  Executive  Officer  of
     Bridgecliff  Management  Services,  Campbell,   California  (a  condominium
     association management company).




- --------------------------------------------------------------------------------
* Interested person of the Trust and of Janus Capital.
# Member of the Trust's Executive Committee.
   
+ Effective March 31, 1997, Mr. Shepardson will retire as Trustee.
    


                                       18
<PAGE>
   
James T. Rothe - Trustee
102 South Tejon Street, Suite 1100
Colorado Springs, CO 80903
     Trustee  of Janus  Aspen  Series.  Professor  of  Business,  University  of
     Colorado,  Colorado Springs,  Colorado.  Principal,  Phillips-Smith  Retail
     Group,  Colorado  Springs,  Colorado  (a venture  capital  firm).  Formerly
     (1986-1994),  Dean of the  College of  Business,  University  of  Colorado,
     Colorado Springs, Colorado.
    

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

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

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

<TABLE>
                                                   Aggregate Compensation           Total Compensation from the
                                                from the Fund for fiscal year      Janus Funds for calendar year
Name of Person, Position                            ended October 31,1996            ended December 31, 1996**
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>                               <C>
   
Thomas H. Bailey, Chairman*                                $0                                $0
James P. Craig, III, Trustee*                              $0                                $0
John W. Shepardson, Trustee                                $5,178                            $73,000
William D. Stewart, Trustee                                $5,357                            $70,000
Gary O. Loo, Trustee                                       $4,564                            $70,000
Dennis B. Mullen, Trustee                                  $5,160                            $67,000
Martin H. Waldinger, Trustee                               $4,998                            $73,000
James T. Rothe+                                            $0                                $0
    
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*    An interested person of the Fund and of Janus Capital. Compensated by Janus
     Capital and not the Fund.
**   As of December 31, 1996, Janus Funds consisted of two registered investment
     companies comprised of a total of 29 funds.
   
+    Mr. Rothe began serving as Trustee on January 1, 1997.
    

PURCHASE OF SHARES

     The Fund has discontinued public sales of its shares to new investors. Only
shareholders  who  maintain  open  accounts  are  permitted  to continue to make
investments  in the  Fund  and to  reinvest  any  dividends  and  capital  gains
distributions. Once a Fund account is closed, additional investments in the Fund
may not be possible. The Shareholder's Manual section of the Prospectus contains
detailed information about the purchase of shares.

NET ASSET VALUE DETERMINATION

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


                                       19
<PAGE>
     Trading in securities on European and Far Eastern securities  exchanges and
over-the-counter markets is normally completed well before the close of business
on each  business  day in New York (i.e.,  a day on which the NYSE is open).  In
addition,  European  or  Far  Eastern  securities  trading  generally  or  in  a
particular  country or countries  may not take place on all business days in New
York. Furthermore,  trading takes place in Japanese markets on certain Saturdays
and in various  foreign  markets on days which are not business days in New York
and on which the Fund's NAV is not  calculated.  The Fund calculates its NAV per
share, and therefore  effects sales,  redemptions and repurchases of its shares,
as of the  close of the NYSE  once on each day on which  the NYSE is open.  Such
calculation may not take place  contemporaneously  with the determination of the
prices of the foreign portfolio securities used in such calculation.

REINVESTMENT OF DIVIDENDS AND DISTRIBUTIONS

     If investors do not elect in writing or by phone to receive their dividends
and distributions in cash, all income dividends and capital gains distributions,
if any, on the Fund's shares are reinvested  automatically in additional  shares
of the Fund at the NAV determined on the first business day following the record
date.   Checks  for  cash  dividends  and  distributions  and  confirmations  of
reinvestments  are  usually  mailed to  shareholders  within  ten days after the
record date. Any election of the manner in which a shareholder wishes to receive
dividends and  distributions  (which may be made on the New Account  Application
form or by phone) will apply to dividends and  distributions the record dates of
which fall on or after the date that the Fund  receives  such notice.  Investors
receiving cash  distributions  and dividends may elect in writing or by phone to
change back to automatic reinvestment at any time.

REDEMPTION OF SHARES

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

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

SHAREHOLDER ACCOUNTS

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

TELEPHONE TRANSACTIONS

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

SYSTEMATIC REDEMPTIONS

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

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


                                       20
<PAGE>
RETIREMENT PLANS

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

     Contributions  under IRAs,  SEPs,  Defined  Contribution  Plans and Section
403(b)(7)  Plans are subject to specific  contribution  limitations.  Generally,
such  contributions  may be invested at the  direction of the  participant.  The
investment is then held by Investors Fiduciary Trust Company as custodian.  Each
participant's account is charged an annual fee of $12. There is a maximum annual
fee of $24 per taxpayer identification number.

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

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

INCOME DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX STATUS

     It is a policy of the Fund to make  distributions of  substantially  all of
its  investment  income and any net realized  capital  gains.  Any capital gains
realized during each fiscal year of the Fund ended October 31, as defined by the
Code, are normally  declared and payable to shareholders  in December.  The Fund
intends to qualify  as a  regulated  investment  company by  satisfying  certain
requirements prescribed by Subchapter M of the Code.

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

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

PRINCIPAL SHAREHOLDERS

   
     As of January 20,  1997,  the  officers and Trustees of the Fund as a group
owned less than 1% of the  outstanding  shares of the Fund.  In addition,  as of
January 20, 1997, Charles Schwab & Co., Inc. ("Schwab"),  101 Montgomery Street,
San Francisco,  CA 94104-4122,  owned of record 8.79% of the Fund's  outstanding
shares.  According  to  information  provided by Schwab,  this  ownership  is by
nominee only and does not represent beneficial ownership of such shares, because
they have no investment  discretion or voting power with respect to such shares.
To the  knowledge  of the  Fund,  no  other  person  owned  more  than 5% of the
outstanding shares of the Fund as of the above date.
    

MISCELLANEOUS INFORMATION

     The Fund was  originally  organized in 1984 as a Maryland  corporation.  On
August 7, 1992, the Fund was reorganized from a Maryland  corporation into Janus
Venture Fund, a separate series of the Trust.  Pursuant to this  reorganization,
the Trust assumed all the assets and  liabilities  of Janus Venture Fund,  Inc.,
and shareholders received shares of Janus Venture Fund series of the Trust equal
both in number and net asset value to their shares of Janus Venture  Fund,  Inc.
All  references in this SAI to the Fund and all financial and other  information
about the Fund prior to August 7, 1992 are to the  former  Janus  Venture  Fund,
Inc.; all


                                       21
<PAGE>
references  after  August 7, 1992,  are to the Janus  Venture Fund series of the
Trust.  As the result of the  reorganization,  the  fiscal  year end of the Fund
changed  from  July 31 to  October  31.  As of the date of this  SAI,  the Trust
consists of 18 other series, which are offered by separate prospectuses.

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

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

SHARES OF THE TRUST

     The  Trust  is  authorized  to issue  an  unlimited  number  of  shares  of
beneficial  interest  with a par value of one cent per share for each  series of
the Trust.  Shares of the Fund are fully paid and nonassessable when issued. All
shares of the Fund participate  equally in dividends and other  distributions by
the Fund, and in residual assets of the Fund in the event of liquidation. Shares
of the Fund have no preemptive, conversion or subscription rights. Shares of the
Fund may be transferred  by endorsement or stock power as is customary,  but the
Fund is not bound to recognize any transfer until it is recorded on its books.

VOTING RIGHTS

   
     The present Trustees were elected at a meeting of shareholders held on July
10, 1992,  with the  exception of Mr. Craig and Mr. Rothe who were  appointed by
the  Trustees as of June 30, 1995 and January 1, 1997,  respectively.  Under the
Declaration of Trust, each Trustee will continue in office until the termination
of  the  Trust  or  his  earlier  death,  retirement,  resignation,  bankruptcy,
incapacity or removal.  Vacancies  will be filled by a majority of the remaining
Trustees,  subject to the 1940 Act. Therefore,  no annual or regular meetings of
shareholders normally will be held, unless otherwise required by the Declaration
of Trust or the 1940 Act. Subject to the foregoing,  shareholders have the power
to vote to elect or remove  Trustees,  to terminate or  reorganize  the Fund, to
amend the Declaration of Trust, to bring certain  derivative  actions and on any
other  matters on which a  shareholder  vote is  required  by the 1940 Act,  the
Declaration of Trust, the Trust's Bylaws or the Trustees.
    

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

INDEPENDENT ACCOUNTANTS

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

REGISTRATION STATEMENT

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

PERFORMANCE INFORMATION

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

     Quotations of average annual total return for the Fund will be expressed in
terms  of the  average  annual  compounded  rate  of  return  of a  hypothetical
investment in the Fund over periods of 1, 5, and 10 years (up to the life of the
Fund).  These are the annual total rates of return that would equate the initial
amount  invested  to the  ending  redeemable  value.  These  rates of return are
calculated  pursuant  to the  following  formula:  P(1 + T)n = ERV  (where P = a
hypothetical initial payment of $1,000, T = the average annual total return, n =
the  number of years and ERV = the  ending  redeemable  value of a  hypothetical
$1,000  payment


                                       22
<PAGE>
made at the  beginning of the  period).  All total  return  figures  reflect the
deduction  of a  proportional  share of Fund  expenses on an annual  basis,  and
assume that all dividends and distributions are reinvested when paid.

   
     The Fund was made  available for public sale on May 2, 1985.  The one year,
five year, ten year and lifetime  average  annual total returns,  computed as of
October 31,  1996,  for each of those  periods,  are 9.28%,  12.32%,  15.23% and
16.78%, respectively.
    

     From time to time in advertisements or sales material, the Fund may discuss
its performance  ratings or other  information as published by recognized mutual
fund  statistical  rating  services,  including,  but  not  limited  to,  Lipper
Analytical Services,  Inc., Ibbotson  Associates,  Micropal or Morningstar or by
publications  of  general  interest  such as Forbes or Money.  The Fund may also
compare its  performance  to that of other  selected  mutual funds,  mutual fund
averages or recognized stock market indicators,  including,  but not limited to,
the Standard & Poor's 500 Composite Stock Price Index, the Standard & Poor's 400
Midcap Index, the Dow Jones Industrial  Average,  the Russell 2000 Index and the
NASDAQ  composite.  In  addition,  the Fund may compare its total  return to the
yield on U.S. Treasury  obligations and to the percentage change in the Consumer
Price Index. Such performance ratings or comparisons may be made with funds that
may have different investment restrictions,  objectives,  policies or techniques
than the Fund and such other  funds or market  indicators  may be  comprised  of
securities that differ significantly from the Fund's investments.

FINANCIAL STATEMENTS

     The following audited financial statements for the period ended October 31,
1996 are hereby  incorporated  into this SAI by reference  to the Fund's  Annual
Report dated October 31, 1996. A copy of such report accompanies this SAI.

DOCUMENTS INCORPORATED BY REFERENCE TO THE ANNUAL REPORT:

     Schedule of Investments as of October 31, 1996

     Statement of Operations for the period ended October 31, 1996

     Statement of Assets and Liabilities as of October 31, 1996

     Statements  of Changes in Net Assets for the periods ended October 31, 1996
     and 1995

     Financial Highlights for each of the periods indicated

     Notes to Financial Statements

     Report of Independent Accountants

     The portions of such Annual Report that are not  specifically  listed above
are not  incorporated  by  reference  into  this  SAI  and  are not  part of the
Registration Statement.


                                       23
<PAGE>
APPENDIX A

EXPLANATION OF RATING CATEGORIES

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

Standard & Poor's Ratings Services

Bond Rating                   Explanation
- --------------------------------------------------------------------------------
Investment Grade
AAA                           Highest rating;  extremely  strong capacity to pay
                              principal and interest.
AA                            High   quality;   very  strong   capacity  to  pay
                              principal and interest.
A                             Strong  capacity to pay  principal  and  interest;
                              somewhat more  susceptible to the adverse  effects
                              of changing circumstances and economic conditions.
BBB                           Adequate  capacity to pay  principal and interest;
                              normally exhibit adequate  protection  parameters,
                              but  adverse   economic   conditions  or  changing
                              circumstances  more  likely to lead to a  weakened
                              capacity to pay  principal  and interest  than for
                              higher rated bonds.
Non-Investment Grade
BB, B,                        Predominantly  speculative  with  respect  to  the
CCC, CC, C                    issuer's  capacity to meet  required  interest and
                              principal   payments.   BB  -  lowest   degree  of
                              speculation;   C   -   the   highest   degree   of
                              speculation.      Quality      and      protective
                              characteristics  outweighed by large uncertainties
                              or major risk exposure to adverse conditions.
D                             In default.
- --------------------------------------------------------------------------------
Moody's Investors Service, Inc.
Investment Grade

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

Ba                            More   uncertain,   with   speculative   elements.
                              Protection of interest and principal  payments not
                              well safeguarded during good and bad times.
B                             Lack  characteristics  of  desirable   investment;
                              potentially  low assurance of timely  interest and
                              principal   payments  or   maintenance   of  other
                              contract terms over time.
Caa                           Poor  standing,  may be in  default;  elements  of
                              danger  with  respect  to  principal  or  interest
                              payments.
Ca                            Speculative in a high degree;  could be in default
                              or have other marked shortcomings.
C                             Lowest-rated;  extremely  poor  prospects  of ever
                              attaining investment standing.
- --------------------------------------------------------------------------------
     Unrated securities will be treated as noninvestment grade securities unless
the portfolio  managers  determine  that such  securities  are the equivalent of
investment  grade  securities.  Securities that have received  ratings from more
than one agency are considered investment grade if at least one agency has rated
the security investment grade.


                                       24
<PAGE>
                              JANUS INVESTMENT FUND

                               100 Fillmore Street
                              Denver, CO 80206-4928
                                  (800) 29JANUS
- --------------------------------------------------------------------------------
                       Statement of Additional Information
                                February 17, 1997
- --------------------------------------------------------------------------------

                             JANUS MONEY MARKET FUND
                       JANUS GOVERNMENT MONEY MARKET FUND
                       JANUS TAX-EXEMPT MONEY MARKET FUND
                              Institutional Shares


     This  Statement  of  Additional   Information   ("SAI")  expands  upon  and
supplements  the  information  contained  in  the  current  Prospectus  for  the
Institutional Shares (the "Shares") of Janus Money Market Fund, Janus Government
Money Market Fund and Janus Tax-Exempt Money Market Fund (individually, a "Fund"
and,  collectively,  the "Funds"). The Funds are each a separate series of Janus
Investment  Fund,  a  Massachusetts  business  trust  (the  "Trust").  Each Fund
represents shares of beneficial  interest in a separate  portfolio of securities
and other assets with its own objective and policies,  and is managed separately
by Janus Capital Corporation ("Janus Capital").

     This SAI is not a  Prospectus  and should be read in  conjunction  with the
Prospectus dated February 17, 1997, which is incorporated by reference into this
SAI and may be  obtained  from the Trust at the above  phone  number or address.
This SAI contains  additional  and more  detailed  information  about the Funds'
operations and activities than the Prospectus.



                                                               [LOGO]      JANUS


<PAGE>
                       STATEMENT OF ADDITIONAL INFORMATION
                                TABLE OF CONTENTS

                                                                            Page
- --------------------------------------------------------------------------------
     Investment Policies and Restrictions ...................................  3
     Types of Securities and Investment Techniques ..........................  4
     Performance Data .......................................................  7
     Determination of Net Asset Value .......................................  8
     Investment Adviser and Administrator ...................................  8
     Custodian, Transfer Agent and Certain Affiliations .....................  9
     Portfolio Transactions and Brokerage ................................... 10
     Officers and Trustees .................................................. 11
     Purchase of Shares ..................................................... 13
     Redemption of Shares ................................................... 13
     Retirement Plans ....................................................... 13
     Shareholder Accounts ................................................... 14
     Dividends and Tax Status ............................................... 14
     Principal Shareholders ................................................. 14
     Miscellaneous Information .............................................. 15
        Shares of the Trust ................................................. 15
        Voting Rights ....................................................... 15
        Independent Accountants ............................................. 16
        Registration Statement .............................................. 16
     Financial Statements ................................................... 16
     Appendix A - Description of Securities Ratings ......................... 17
     Appendix B - Description of Municipal Securities ....................... 19
- --------------------------------------------------------------------------------


                                       2
<PAGE>
INVESTMENT POLICIES AND RESTRICTIONS

INVESTMENT OBJECTIVES

     As discussed in the Prospectus,  the investment  objective of each of Janus
Money  Market Fund and Janus  Government  Money  Market Fund is to seek  maximum
current  income  to  the  extent  consistent  with  stability  of  capital.  The
investment  objective of Janus  Tax-Exempt  Money Market Fund is to seek maximum
current income that is exempt from federal income taxes to the extent consistent
with  stability of capital.  There can be no assurance  that a Fund will achieve
its  investment  objective  or  maintain a stable  net asset  value of $1.00 per
share.  The investment  objectives of the Funds are not  fundamental  and may be
changed  by the  Trustees  of the Trust  (the  "Trustees")  without  shareholder
approval.

INVESTMENT RESTRICTIONS APPLICABLE TO ALL FUNDS

     As indicated in the Prospectus,  each Fund has adopted certain  fundamental
investment  restrictions  that cannot be changed without  shareholder  approval.
Shareholder  approval  means  approval by the lesser of (i) more than 50% of the
outstanding  voting  securities of the Trust (or a particular Fund or particular
class of Shares if a matter affects just that Fund or that class of Shares),  or
(ii) 67% or more of the voting securities present at a meeting if the holders of
more than 50% of the outstanding voting securities of the Trust (or a particular
Fund or class of Shares) are present or represented by proxy.

     As used in the  restrictions  set forth below and as used elsewhere in this
SAI, the term "U.S.  Government  Securities" shall have the meaning set forth in
the  Investment  Company Act of 1940, as amended (the "1940 Act").  The 1940 Act
defines U.S.  Government  Securities as  securities  issued or guaranteed by the
United States government,  its agencies or  instrumentalities.  U.S.  Government
Securities may also include repurchase  agreements  collateralized and municipal
securities escrowed with or refunded with escrowed U.S. government securities.

     The Funds have adopted the following fundamental policies:

     (1) With  respect to 75% of its assets,  a Fund may not purchase a security
other  than a U.S.  Government  Security,  if, as a result,  more than 5% of the
Fund's total assets would be invested in the  securities  of a single  issuer or
the Fund would own more than 10% of the  outstanding  voting  securities  of any
single issuer. (As noted in the Prospectus, the Funds are also currently subject
to  the  greater   diversification   standards  of  Rule  2a-7,  which  are  not
fundamental.)

     (2) A Fund may not  purchase  securities  if 25% or more of the  value of a
Fund's total assets would be invested in the  securities  of issuers  conducting
their  principal  business  activities in the same industry;  provided that: (i)
there is no limit on investments in U.S. Government Securities or in obligations
of domestic  commercial banks (including U.S.  branches of foreign banks subject
to regulations  under U.S. laws  applicable to domestic banks and, to the extent
that its parent is unconditionally  liable for the obligation,  foreign branches
of U.S. banks);  (ii) this limitation shall not apply to a Fund's investments in
municipal  securities;  (iii)  there  is no  limit  on  investments  in  issuers
domiciled in a single country;  (iv) financial  service companies are classified
according to the end users of their services (for example,  automobile  finance,
bank  finance  and  diversified  finance  are each  considered  to be a separate
industry);  and (v) utility companies are classified according to their services
(for example, gas, gas transmission, electric, and telephone are each considered
to be a separate industry).

     (3) A Fund may not act as an  underwriter  of securities  issued by others,
except to the extent that a Fund may be deemed an underwriter in connection with
the disposition of portfolio securities of such Fund.

     (4) A Fund may not lend  any  security  or make  any  other  loan if,  as a
result,  more than 25% of a Fund's total  assets would be lent to other  parties
(but this  limitation  does not apply to purchases  of  commercial  paper,  debt
securities or repurchase agreements).

     (5) A Fund may not  purchase or sell real estate or any  interest  therein,
except  that the Fund may invest in debt  obligations  secured by real estate or
interests  therein or securities  issued by companies that invest in real estate
or interests therein.

     (6) A Fund may borrow money for  temporary or emergency  purposes  (not for
leveraging)  in an amount  not  exceeding  25% of the value of its total  assets
(including the amount borrowed) less  liabilities  (other than  borrowings).  If
borrowings  exceed  25% of the  value of a Fund's  total  assets  by reason of a
decline in net assets, the Fund will reduce its borrowings within three business
days  to the  extent  necessary  to  comply  with  the 25%  limitation.  Reverse
repurchase  agreements  or the  segregation  of assets in  connection  with such
agreements shall not be considered borrowing for the purposes of this limit.

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


                                       3
<PAGE>
     Each Fund has adopted the following nonfundamental  investment restrictions
that may be changed by the Trustees without shareholder approval:

     (1) A Fund may not invest in securities or enter into repurchase agreements
with respect to any securities if, as a result,  more than 10% of the Fund's net
assets would be invested in  repurchase  agreements  not entitling the holder to
payment of  principal  within  seven days and in other  securities  that are not
readily  marketable  ("illiquid  investments").  The  Trustees,  or  the  Fund's
investment adviser acting pursuant to authority  delegated by the Trustees,  may
determine that a readily available market exists for certain  securities such as
securities eligible for resale pursuant to Rule 144A under the Securities Act of
1933, or any successor to such rule, Section 4(2) commercial paper and municipal
lease  obligations.  Accordingly,  such  securities  may not be  subject  to the
foregoing limitation.

     (2) A Fund may not purchase  securities  on margin,  or make short sales of
securities,  except for short sales  against  the box and the use of  short-term
credit  necessary  for  the  clearance  of  purchases  and  sales  of  portfolio
securities.

     (3) A Fund may not pledge,  mortgage,  hypothecate  or encumber  any of its
assets except to secure  permitted  borrowings or in connection  with  permitted
short sales.

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

     For  purposes  of the  Funds'  restriction  on  investing  in a  particular
industry, the Funds will rely primarily on industry classifications as published
by Bloomberg L.P. To the extent that such  classifications are so broad that the
primary economic characteristics in a single class are materially different, the
Funds may further classify issuers in accordance with industry
classifications as published by the Securities and Exchange Commission.

TYPES OF SECURITIES AND INVESTMENT TECHNIQUES

     Each of the Funds may invest only in  "eligible  securities"  as defined in
Rule 2a-7  adopted  under the 1940 Act.  Generally,  an  eligible  security is a
security that (i) is denominated in U.S. dollars and has a remaining maturity of
397 days or less (as  calculated  pursuant to Rule 2a-7);  (ii) is rated,  or is
issued by an issuer with  short-term debt  outstanding  that is rated, in one of
the two highest rating categories by any two nationally  recognized  statistical
rating  organizations  ("NRSROs") or, if only one NRSRO has issued a rating,  by
that NRSRO (the "Requisite NRSROs") or is unrated and of comparable quality to a
rated security, as determined by Janus Capital; and (iii) has been determined by
Janus Capital to present minimal credit risks pursuant to procedures approved by
the Trustees.  In addition,  the Funds will maintain a  dollar-weighted  average
portfolio  maturity  of 90 days or less.  A  description  of the ratings of some
NRSROs appears in Appendix A.

     Under Rule 2a-7,  a Fund may not invest more than five percent of its total
assets  in  the  securities  of  any  one  issuer  other  than  U.S.  Government
Securities, provided that in certain cases a Fund may invest more than 5% of its
assets in a single  issuer  for a period  of up to three  business  days.  Until
pending amendments to Rule 2a-7 become effective,  up to 25% of Janus Tax-Exempt
Money  Market  Fund's  assets may be invested  without  regard to the  foregoing
limitations.

     Pursuant to Rule 2a-7,  each Fund  (except  Janus  Tax-Exempt  Money Market
Fund) will invest at least 95% of its total assets in  "first-tier"  securities.
First-tier  securities are eligible  securities that are rated, or are issued by
an issuer with short-term debt  outstanding that is rated, in the highest rating
category by the Requisite  NRSROs or are unrated and of comparable  quality to a
rated security. In addition, a Fund may invest in "second-tier" securities which
are eligible  securities  that are not first-tier  securities.  However,  a Fund
(except for Janus Tax-Exempt Money Market Fund, in certain cases) may not invest
in a second-tier  security if immediately after the acquisition thereof the Fund
would have invested more than (i) the greater of one percent of its total assets
or one million dollars in second-tier  securities issued by that issuer, or (ii)
five percent of its total assets in second-tier securities.

     The  following  discussion  of types of  securities  in which the Funds may
invest supplements and should be read in conjunction with the Prospectus.

PARTICIPATION INTERESTS

     Each Fund may purchase  participation  interests in loans or  securities in
which the Funds may  invest  directly.  Participation  interests  are  generally
sponsored or issued by banks or other  financial  institutions.  A participation
interest  gives  a Fund  an  undivided  interest  in  the  underlying  loans  or
securities  in the  proportion  that the  Fund's  interest  bears  to the  total
principal amount of the underlying loans or securities. Participation interests,
which may have fixed,  floating or variable  rates,  may carry a demand  feature
backed by a letter of credit or  guarantee of a bank or  institution  permitting
the holder to tender  them back to the bank or other  institution.  For  certain
participation  interests,  a Fund will have the right to demand payment,  on not
more than seven  days'  notice,  for all or a part of the  Fund's  participation
interest.  The Funds  intend to  exercise  any demand  rights they may have upon
default  under the terms of the loan or  security,  to provide  liquidity  or to
maintain or improve the quality of the Funds' investment portfolio.  A Fund will
only purchase  participation  interests  that Janus Capital  determines  present
minimal credit risks.


                                       4
<PAGE>
VARIABLE AND FLOATING RATE NOTES

     Janus Money Market Fund also may purchase variable and floating rate demand
notes of  corporations  and  other  entities,  which are  unsecured  obligations
redeemable upon not more than 30 days' notice.  These obligations include master
demand notes that permit  investment of fluctuating  amounts at varying rates of
interest pursuant to direct arrangements with the issuer of the instrument.  The
issuer of these obligations often has the right, after a given period, to prepay
the outstanding  principal  amount of the obligations upon a specified number of
days' notice. These obligations generally are not traded, nor generally is there
an established  secondary market for these  obligations.  To the extent a demand
note does not have a seven day or shorter demand feature and there is no readily
available market for the obligation, it is treated as an illiquid investment.

MORTGAGE- AND ASSET-BACKED SECURITIES

     The Funds may invest in  mortgage-backed  securities,  which  represent  an
interest  in a pool of  mortgages  made by  lenders  such as  commercial  banks,
savings and loan  institutions,  mortgage bankers,  mortgage brokers and savings
banks.   Mortgage-backed   securities   may  be   issued  by   governmental   or
government-related  entities  or by  non-governmental  entities  such as  banks,
savings and loan institutions,  private mortgage insurance  companies,  mortgage
bankers and other secondary market issuers.

     Interests in pools of mortgage-backed securities differ from other forms of
debt securities which normally provide for periodic payment of interest in fixed
amounts  with  principal  payments  at  maturity or  specified  call  dates.  In
contrast,  mortgage-backed securities provide periodic payments which consist of
interest  and,  in most  cases,  principal.  In  effect,  these  payments  are a
"pass-through"  of the periodic  payments and optional  prepayments  made by the
individual borrowers on their mortgage loans, net of any fees paid to the issuer
or   guarantor   of  such   securities.   Additional   payments  to  holders  of
mortgage-backed  securities are caused by prepayments resulting from the sale of
the underlying residential property,  refinancing or foreclosure, net of fees or
costs which may be incurred.

     As prepayment rates of individual  pools of mortgage loans vary widely,  it
is not possible to predict accurately the average life of a particular security.
Although  mortgage-backed  securities are issued with stated maturities of up to
forty years,  unscheduled  or early  payments of  principal  and interest on the
underlying  mortgages  may  shorten   considerably  the  effective   maturities.
Mortgage-backed  securities may have varying  assumptions  for average life. The
volume  of  prepayments  of  principal  on a  pool  of  mortgages  underlying  a
particular security will influence the yield of that security, and the principal
returned to a Fund may be reinvested in instruments whose yield may be higher or
lower than that which might have been obtained had the prepayments not occurred.
When interest rates are declining, prepayments usually increase, with the result
that reinvestment of principal prepayments will be at a lower rate than the rate
applicable to the original mortgage-backed security.

     The  Funds may  invest in  mortgage-backed  securities  that are  issued by
agencies or instrumentalities  of the U.S.  government.  The Government National
Mortgage  Association  ("GNMA") is the principal federal government guarantor of
mortgage-backed  securities.  GNMA is a wholly-owned U.S. government corporation
within the Department of Housing and Urban  Development.  GNMA  Certificates are
debt  securities  which  represent  an  interest  in one  mortgage  or a pool of
mortgages which are insured by the Federal Housing Administration or the Farmers
Home Administration or are guaranteed by the Veterans Administration.  The Funds
may  also  invest  in  pools of  conventional  mortgages  which  are  issued  or
guaranteed by agencies of the U.S. government.  GNMA pass-through securities are
considered  to be riskless  with  respect to default in that (i) the  underlying
mortgage loan  portfolio is comprised  entirely of  government-backed  loans and
(ii) the timely  payment of both  principal  and interest on the  securities  is
guaranteed  by the full faith and credit of the U.S.  government,  regardless of
whether  or not  payments  have  been  made on the  underlying  mortgages.  GNMA
pass-through  securities  are,  however,  subject  to the  same  market  risk as
comparable  debt  securities.  Therefore,  the  market  value of a  Fund's  GNMA
securities  can be expected to  fluctuate  in response to changes in  prevailing
interest rate levels.

     Residential  mortgage  loans  are  pooled  also by the  Federal  Home  Loan
Mortgage Corporation ("FHLMC"). FHLMC is a privately managed, publicly chartered
agency   created  by  Congress  in  1970  for  the  purpose  of  increasing  the
availability  of  mortgage  credit  for   residential   housing.   FHLMC  issues
participation  certificates  ("PCs") which represent interests in mortgages from
FHLMC's national portfolio. The mortgage loans in FHLMC's portfolio are not U.S.
government  backed;  rather,  the loans are either uninsured with  loan-to-value
ratios of 80% or less, or privately insured if the  loan-to-value  ratio exceeds
80%. FHLMC guarantees the timely payment of interest and ultimate  collection of
principal on FHLMC PCs; the U.S.  government  does not  guarantee  any aspect of
FHLMC PCs.

     The    Federal    National    Mortgage    Association    ("FNMA")    is   a
government-sponsored  corporation owned entirely by private shareholders.  It is
subject to general regulation by the Secretary of Housing and Urban Development.
FNMA purchases  residential  mortgages from a list of approved  seller/servicers
which include savings and loan  associations,  savings banks,  commercial banks,
credit  unions and  mortgage  bankers.  FNMA  guarantees  the timely  payment of
principal and interest on the pass-through  securities  issued by FNMA; the U.S.
government does not guarantee any aspect of the FNMA pass-through securities.


                                       5
<PAGE>
     The Funds may also invest in privately-issued mortgage-backed securities to
the  extent   permitted  by  their  investment   restrictions.   Mortgage-backed
securities offered by private issuers include pass-through  securities comprised
of pools of conventional residential mortgage loans; mortgage-backed bonds which
are considered to be debt  obligations of the institution  issuing the bonds and
which  are  collateralized  by  mortgage  loans;  and  collateralized   mortgage
obligations  ("CMOs") which are  collateralized  by  mortgage-backed  securities
issued by GNMA, FHLMC or FNMA or by pools of conventional mortgages.

     Asset-backed  securities represent direct or indirect participations in, or
are secured by and payable from, assets other than  mortgage-backed  assets such
as motor vehicle installment sales contracts, installment loan contracts, leases
of various types of real and personal  property and  receivables  from revolving
credit   agreements   (credit   cards).   Asset-backed   securities  have  yield
characteristics similar to those of mortgage-backed securities and, accordingly,
are subject to many of the same risks.

REVERSE REPURCHASE AGREEMENTS

     Reverse  repurchase  agreements  are  transactions  in which a Fund sells a
security and  simultaneously  commits to repurchase that security from the buyer
at an agreed  upon price on an agreed upon future  date.  The resale  price in a
reverse  repurchase  agreement  reflects a market rate of  interest  that is not
related to the coupon rate or maturity of the sold security.  For certain demand
agreements,  there is no agreed upon repurchase  date and interest  payments are
calculated daily, often based upon the prevailing overnight repurchase rate. The
Funds will use the  proceeds of reverse  repurchase  agreements  only to satisfy
unusually heavy redemption requests or for other temporary or emergency purposes
without the necessity of selling portfolio securities.

     Generally,  a reverse repurchase  agreement enables the Fund to recover for
the term of the reverse repurchase agreement all or most of the cash invested in
the portfolio  securities sold and to keep the interest  income  associated with
those  portfolio  securities.  Such  transactions  are only  advantageous if the
interest cost to the Fund of the reverse repurchase transaction is less than the
cost of obtaining the cash otherwise.  In addition,  interest costs on the money
received in a reverse repurchase agreement may exceed the return received on the
investments made by a Fund with those monies.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES

     Each Fund may purchase  securities  on a  when-issued  or delayed  delivery
basis. A Fund will enter into such  transactions  only when it has the intention
of actually  acquiring the  securities.  To facilitate  such  acquisitions,  the
Funds'  custodian will segregate cash or high quality liquid assets in an amount
at least equal to such commitments. On delivery dates for such transactions, the
Fund  will  meet  its  obligations  from  maturities,  sales  of the  segregated
securities or from other available sources of cash. If a Fund chooses to dispose
of the right to acquire a  when-issued  security  prior to its  acquisition,  it
could, as with the disposition of any other portfolio  obligation,  incur a gain
or loss due to market  fluctuation.  At the time a Fund makes the  commitment to
purchase  securities on a when-issued or delayed  delivery basis, it will record
the  transaction  as a  purchase  and  thereafter  reflect  the  value  of  such
securities in determining its net asset value.

INVESTMENT COMPANY SECURITIES

   
     From time to time,  the Funds may invest in securities of other  investment
companies.  The Funds are subject to the  provisions of Section  12(d)(1) of the
1940 Act.
    

MUNICIPAL LEASES

     Janus Money Market Fund and Janus  Tax-Exempt  Money Market Fund may invest
in municipal leases. Municipal leases frequently have special risks not normally
associated  with general  obligation or revenue  bonds.  Leases and  installment
purchase or conditional  sale contracts (which normally provide for title to the
leased  asset to pass  eventually  to the  government  issuer) have evolved as a
means for governmental issuers to acquire property and equipment without meeting
the  constitutional  and statutory  requirements  for the issuance of debt.  The
debt-issuance limitations of many state constitutions and statutes are deemed to
be  inapplicable  because  of the  inclusion  in many  leases  or  contracts  of
"non-appropriation"  clauses that provide  that the  governmental  issuer has no
obligation to make future  payments under the lease or contract  unless money is
appropriated for such purpose by the appropriate legislative body on a yearly or
other periodic  basis. A Fund will only purchase  municipal  leases subject to a
non-appropriation  clause when the payment of principal and accrued  interest is
backed by an unconditional  irrevocable letter of credit, or guarantee of a bank
or other  entity  that meets the  criteria  described  in the  Prospectus  under
"Taxable Investments."

     In evaluating municipal lease obligations, Janus Capital will consider such
factors  as it deems  appropriate,  including:  (a)  whether  the  lease  can be
canceled;  (b) the  ability  of the  lease  obligee  to  direct  the sale of the
underlying assets; (c) the general  creditworthiness  of the lease obligor;  (d)
the likelihood that the municipality will discontinue  appropriating funding for
the leased property in the event such property is no longer considered essential
by the municipality; (e) the legal recourse of the lease obligee in the event of
such a failure to appropriate  funding;  (f) whether the security is backed by a
credit enhancement such as insurance;  and (g) any limitations which are imposed
on the lease obligor's ability to utilize substitute  property or services


                                       6
<PAGE>
other than those  covered  by the lease  obligation.  If a lease is backed by an
unconditional letter of credit or other unconditional  credit enhancement,  then
Janus Capital may determine that a lease is an eligible  security  solely on the
basis of its evaluation of the credit enhancement.

     Municipal leases, like other municipal debt obligations, are subject to the
risk of non-payment.  The ability of issuers of municipal  leases to make timely
lease payments may be adversely  impacted in general  economic  downturns and as
relative  governmental cost burdens are allocated and reallocated among federal,
state and local governmental units. Such non-payment would result in a reduction
of income to the  Funds,  and could  result in a  reduction  in the value of the
municipal lease  experiencing  non-payment  and a potential  decrease in the net
asset value of a Fund.

PERFORMANCE DATA

     A Fund may  provide  current  annualized  and  effective  annualized  yield
quotations based on its daily dividends.  These quotations may from time to time
be used in  advertisements,  shareholder  reports  or  other  communications  to
shareholders.  All performance  information supplied by the Funds in advertising
is historical and is not intended to indicate future returns.

     In performance advertising, the Funds may compare their Shares' performance
information  with data published by independent  evaluators such as Morningstar,
Inc.,  Lipper Analytical  Services,  Inc., or  CDC/Wiesenberger,  IBC/Donoghue's
Money Fund Report or other companies  which track the investment  performance of
investment  companies  ("Fund Tracking  Companies").  The Funds may also compare
their Shares' performance  information with the performance of recognized stock,
bond and other  indices,  including but not limited to the Municipal Bond Buyers
Indices,  the Salomon Brothers Bond Index, the Lehman Bond Index, the Standard &
Poor's 500 Composite Stock Price Index, the Dow Jones Industrial  Average,  U.S.
Treasury  bonds,  bills or notes and  changes  in the  Consumer  Price  Index as
published by the U.S.  Department  of  Commerce.  The Funds may refer to general
market  performance  over past time periods such as those  published by Ibbotson
Associates (for instance,  its "Stocks,  Bonds, Bills and Inflation  Yearbook").
The Funds may also refer in such materials to mutual fund  performance  rankings
and other data published by Fund Tracking Companies. Performance advertising may
also refer to  discussions  of the Funds and  comparative  mutual  fund data and
ratings  reported in independent  periodicals,  such as newspapers and financial
magazines. The Funds may also compare the Shares' yield to those of certain U.S.
Treasury obligations or other money market instruments.

     Any current yield quotation of the Shares which is used in such a manner as
to be subject to the provisions of Rule 482(d) under the Securities Act of 1933,
as amended, shall consist of an annualized historical yield, carried at least to
the nearest  hundredth of one percent,  based on a specific  seven  calendar day
period.  Current  yield shall be calculated  by (a)  determining  the net change
during a seven calendar day period in the value of a hypothetical account having
a balance of one Share at the  beginning  of the period,  (b)  dividing  the net
change by the value of the  account at the  beginning  of the period to obtain a
base  period  return,   and  (c)   multiplying  the  quotient  by  365/7  (i.e.,
annualizing). For this purpose, the net change in account value will reflect the
value of additional  Shares  purchased with  dividends  declared on the original
Share and dividends  declared on both the original Share and any such additional
Shares,  but will not  reflect  any  realized  gains or losses  from the sale of
securities  or  any  unrealized   appreciation   or  depreciation  on  portfolio
securities.  In addition,  the Shares may advertise  effective yield quotations.
Effective yield quotations are calculated by adding 1 to the base period return,
raising the sum to a power  equal to 365/7,  and  subtracting  1 from the result
(i.e., compounding).

     Janus  Tax-Exempt  Money Market Fund's tax equivalent  yield is the rate an
investor  would have to earn from a fully  taxable  investment in order to equal
such Shares' yield after taxes. Tax equivalent yields are calculated by dividing
Janus  Tax-Exempt  Money Market Fund's yield by one minus the stated  federal or
combined  federal and state tax rate.  If only a portion of the Shares' yield is
tax-exempt, only that portion is adjusted in the calculation.

     The Shares'  current  yield and effective  yield for the  seven-day  period
ended October 31, 1996 is shown below:

<TABLE>
                                                                             Seven-day              Effective
Fund Name                                                                      Yield             Seven-day Yield
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                    <C>
   
Janus Money Market Fund - Institutional Shares                                 5.41%                  5.56%
Janus Government Money Market Fund - Institutional Shares                      5.29%                  5.43%
Janus Tax-Exempt Money Market Fund - Institutional Shares*                     3.70%                  3.77%
    
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
   
*Janus Tax-Exempt Money Market Fund - Institutional Shares' tax-equivalent yield
for the seven-day period ended October 31, 1996 was 5.14%.
    

     Although  published yield information is useful to investors in reviewing a
Fund's  performance,  investors should be aware that the Fund's yield fluctuates
from  day to day and  that the  Fund's  yield  for any  given  period  is not an
indication or  representation by the Fund of future yields or rates of return on
the Shares.  Also,  processing  organizations  or other  institutions may charge
their customers  direct fees in connection  with an investment in a Fund,  which
will have the effect of reducing the Fund's net yield to those shareholders. The
yield on a class of Shares is not fixed or guaranteed,  and an investment in the
Shares is not insured.  Accordingly,  yield  information  may not necessarily be
used to compare Shares with  investment  alternatives  which,  like money market
instruments or bank accounts, may provide a fixed rate of interest. In addition,
because  investments  in the Funds are not insured or  guaranteed,  yield on the
Shares  may not  necessarily  be used to  compare  the  Shares  with  investment
alternatives which are insured or guaranteed.


                                       7
<PAGE>
DETERMINATION OF NET ASSET VALUE

     Pursuant  to the  rules of the  Securities  and  Exchange  Commission,  the
Trustees have established procedures to stabilize each Fund's net asset value at
$1.00  per  Share.  These  procedures  include  a review  of the  extent  of any
deviation  of net asset  value per  Share as a result  of  fluctuating  interest
rates,  based on available  market rates,  from the Fund's $1.00  amortized cost
price per Share.  Should  that  deviation  exceed 1/2 of 1%, the  Trustees  will
consider  whether any action should be initiated to eliminate or reduce material
dilution  or other  unfair  results to  shareholders.  Such  action may  include
redemption of Shares in kind,  selling  portfolio  securities prior to maturity,
reducing or  withholding  dividends and utilizing a net asset value per Share as
determined by using available  market  quotations.  Each Fund i) will maintain a
dollar-weighted  average  portfolio  maturity  of 90 days or less;  ii) will not
purchase  any  instrument  with a remaining  maturity  greater  than 397 days or
subject to a  repurchase  agreement  having a duration of greater than 397 days;
iii) will limit portfolio investments, including repurchase agreements, to those
U.S.  dollar-denominated  instruments that Janus Capital has determined  present
minimal credit risks pursuant to procedures established by the Trustees; and iv)
will comply with certain reporting and recordkeeping  procedures.  The Trust has
also established  procedures to ensure that portfolio securities meet the Funds'
high quality criteria.

INVESTMENT ADVISER AND ADMINISTRATOR

   
     As stated in the Prospectus, each Fund has an Investment Advisory Agreement
with Janus Capital,  100 Fillmore  Street,  Denver,  Colorado  80206-4928.  Each
Advisory  Agreement  provides that Janus Capital will furnish  continuous advice
and  recommendations  concerning  the  Funds'  investments.  The Funds have each
agreed to  compensate  Janus  Capital for its  advisory  services by the monthly
payment of an advisory  fee at the annual rate of .20% of the average  daily net
assets of each  Fund.  However,  Janus  Capital  has agreed to waive .10% of the
value of each Fund's average daily net assets of the advisory fee. Janus Capital
may modify or terminate  the waiver at any time upon at least 90 days' notice to
the Trustees. In addition, the Funds pay brokerage commissions or dealer spreads
and other expenses in connection with the execution of portfolio transactions.
    

     On  behalf  of the  Shares,  each of the  Funds  has also  entered  into an
Administration   Agreement   with  Janus   Capital.   Under  the  terms  of  the
Administration  Agreements,  each of the Funds has  agreed to  compensate  Janus
Capital for  administrative  services at the annual rate of .15% of the value of
the  average  daily net  assets of the Shares for  certain  services,  including
custody, transfer agent fees and expenses, legal fees not related to litigation,
accounting  expenses,   net  asset  value  determination  and  fund  accounting,
recordkeeping,  and blue sky registration and monitoring services,  registration
fees, expenses of shareholders'  meetings and reports to shareholders,  costs of
preparing,  printing  and mailing the Shares'  Prospectuses  and  Statements  of
Additional  Information  to current  shareholders,  and other costs of complying
with  applicable  laws  regulating the sale of Shares.  Each Fund will pay those
expenses not assumed by Janus Capital,  including  interest and taxes,  fees and
expenses of Trustees who are not affiliated  with Janus Capital,  audit fees and
expenses,  and extraordinary  costs. Janus Capital has agreed to waive a portion
of the  administration  fee, and  accordingly the effective rate for calculating
the administration fee payable by the Shares will be .05% for that period. Janus
Capital  may modify or  terminate  the waiver at any time upon at least 90 days'
notice to the Trustees.

     The following table  summarizes the advisory fees paid by the Funds for the
fiscal years ended October 31:

<TABLE>
                                                            1996                               1995
                                                  Advisory         Advisory          Advisory          Advisory
                                                 Fees Prior       Fees After        Fees Prior        Fees After
Fund Name                                         to Waiver         Waiver           to Waiver          Waiver
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>              <C>                <C>               <C>
   
Janus Money Market Fund                          $3,101,530       $1,550,765         $874,302          $437,151
Janus Government Money Market Fund               $  330,914       $  165,457         $151,606          $ 75,803
Janus Tax-Exempt Money Market Fund               $  140,898       $   70,449         $ 82,622          $ 41,311
    
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

     The following table summarizes the  administration  fees paid by the Shares
for the fiscal years ended October 31:

<TABLE>
                                                            1996                              1995(1)
                                               Administration   Administration    Administration    Administration
                                                 Fees Prior       Fees After        Fees Prior        Fees After
Fund Name                                         to Waiver         Waiver           to Waiver          Waiver
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>               <C>               <C>                <C>
   
Janus Money Market Fund - Institutional Shares   $1,311,645        $437,215          $164,715           $54,905
Janus Government Money Market Fund -
  Institutional Shares                           $   80,097        $ 26,699          $ 20,138           $ 6,712
Janus Tax-Exempt Money Market Fund -
  Institutional Shares                           $    2,631        $    877          $    907           $   302
    
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  April 14 (inception) to October 31, 1995.

   
     Advisory fees are paid on the Fund level while administration fees are paid
on the class level.
    


                                       8
<PAGE>
     The Advisory  Agreements for each Fund became effective on December 9, 1994
and will  continue in effect until June 16, 1997,  and  thereafter  from year to
year so long as such  continuance  is  approved  annually  by a majority  of the
Trustees who are not parties to the Advisory Agreements or interested persons of
any such party, and by either a majority of the Funds' outstanding voting shares
or the  Trustees.  Each  Advisory  Agreement  i) may be  terminated  without the
payment of any penalty by any Fund or Janus Capital on 60 days' written  notice;
ii) terminates automatically in the event of its assignment; and iii) generally,
may not be amended  without the  approval  of a majority of the  Trustees of the
affected  Fund,  including the Trustees who are not  interested  persons of that
Fund or Janus Capital and, to the extent required by the 1940 Act, the vote of a
majority of the outstanding voting securities of that Fund.

     Janus Capital also performs  investment  advisory services for other mutual
funds,  and for  individual,  charitable,  corporate  and  retirement  accounts.
Investment  decisions for each account  managed by Janus Capital,  including the
Funds, are made independently from those for any other account that is or may in
the future become managed by Janus Capital or its  affiliates.  If,  however,  a
number of accounts managed by Janus Capital are contemporaneously engaged in the
purchase or sale of the same security,  the orders may be aggregated  and/or the
transactions  may be  averaged  as to  price  and  allocated  equitably  to each
account.  In some cases,  this policy might  adversely  affect the price paid or
received by an account or the size of the position obtained or liquidated for an
account.  Pursuant to an exemptive order granted by the SEC, the Funds and other
funds advised by Janus Capital may also transfer daily  uninvested cash balances
into one or more joint trading  accounts.  Assets in the joint trading  accounts
are invested in money market  instruments  and the proceeds are allocated to the
participating funds on a pro rata basis.

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

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

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

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

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

CUSTODIAN, TRANSFER AGENT AND CERTAIN AFFILIATIONS

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

     Janus  Service  Corporation  ("Janus  Service"),  P.O. Box 173375,  Denver,
Colorado 80217-3375,  a wholly-owned  subsidiary of Janus Capital, is the Funds'
transfer   agent.   In  addition,   Janus   Service   provides   certain   other
administrative,  recordkeeping and shareholder  relations services to the Funds.
The Funds do not pay Janus Service a fee.

     Janus  Distributors,  Inc.  ("Janus  Distributors"),  100 Fillmore  Street,
Denver,  Colorado 80206-4928,  a wholly-owned  subsidiary of Janus Capital, is a
distributor of the Funds.  Janus  Distributors  is registered as a broker-dealer
under the Securities  Exchange Act of 1934 (the "Exchange  Act") and is a member
of the National Association of Securities Dealers,  Inc. Janus Distributors acts
as the agent of the  Funds in  connection  with the sale of their  shares in all
states in which the shares are  registered  and in which Janus  Distributors  is
qualified  as  a  broker-dealer.   Under  the  Distribution   Agreement,   Janus
Distributors  continuously  offers the Funds'  shares and accepts  orders at net
asset value.  No sales  charges are paid by investors.  Promotional  expenses in
connection with offers and sales of shares are paid by Janus Capital.

     Janus  Capital also may make  payments to selected  broker-dealer  firms or
institutions  which were instrumental in the acquisition of shareholders for the
Funds or which  performed  services with respect to  shareholder  accounts.  The
minimum


                                       9
<PAGE>
aggregate size required for  eligibility  for such payments,  and the factors in
selecting the  broker-dealer  firms and institutions to which they will be made,
are determined from time to time by Janus Capital.

PORTFOLIO TRANSACTIONS AND BROKERAGE

     Decisions  as to the  assignment  of  portfolio  business for the Funds and
negotiation of its commission rates are made by Janus Capital whose policy is to
obtain the "best execution" (prompt and reliable execution at the most favorable
security price) of all portfolio transactions.

     In  selecting  brokers and dealers and in  negotiating  commissions,  Janus
Capital  considers a number of  factors,  including  but not  limited to:  Janus
Capital's knowledge of currently available negotiated commission rates or prices
of  securities  currently  available and other current  transaction  costs;  the
nature of the security being traded;  the size and type of the transaction;  the
nature and  character  of the markets for the  security to be purchased or sold;
the desired  timing of the trade;  the  activity  existing  and  expected in the
market  for  the  particular  security;  confidentiality;  the  quality  of  the
execution,  clearance and settlement services; financial stability of the broker
or dealer;  the  existence  of actual or  apparent  operational  problems of any
broker or dealer; and research products or services provided.  In recognition of
the  value  of  the  foregoing  factors,   Janus  Capital  may  place  portfolio
transactions  with a broker or dealer with whom it has  negotiated  a commission
that is in excess of the commission  another broker or dealer would have charged
for effecting that  transaction  if Janus Capital  determines in good faith that
such  amount  of  commission  was  reasonable  in  relation  to the value of the
brokerage  and  research  provided by such  broker or dealer  viewed in terms of
either that particular  transaction or of the overall  responsibilities of Janus
Capital.  These research and other services may include, but are not limited to,
general  economic and security  market  reviews,  industry and company  reviews,
evaluations  of  securities,  recommendations  as to the  purchase  and  sale of
securities  and access to third  party  publications,  computer  and  electronic
equipment   and  software.   Research   received  from  brokers  or  dealers  is
supplemental to Janus Capital's own research efforts.

   
     For the fiscal year ended October 31, 1996, the total brokerage commissions
paid by the  Funds  to  brokers  and  dealers  in  transactions  identified  for
execution  primarily on the basis of research and other services provided to the
Funds are summarized below:

Fund Name                               Commissions             Transactions
- --------------------------------------------------------------------------------
Janus Money Market Fund                   $4,851               $400,000,000
Janus Government Money Market Fund        $0                   $0
Janus Tax-Exempt Money Market Fund        $0                   $0
- --------------------------------------------------------------------------------
    

     For the fiscal years ended October 31, 1996 and October 31, 1995, the total
brokerage commissions paid by the Funds are summarized below:

Fund Name                               1996                       1995
- --------------------------------------------------------------------------------
   
Janus Money Market Fund                   $4,851                    $0
Janus Government Money Market Fund        $0                        $0
Janus Tax-Exempt Money Market Fund        $0                        $0
    
- --------------------------------------------------------------------------------

   
     The Funds generally buy and sell securities in principal  transactions,  in
which no commissions  are paid.  However,  the Funds may engage an agent and pay
commissions for such  transactions if Janus Capital believes that the net result
of the transaction to the respective Fund will be no less favorable than that of
contemporaneously available principal transactions.
    

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

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

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


                                       10
<PAGE>
   
     As of October 31, 1996,  certain  Funds owned  securities  of their regular
broker-dealers (or parents), as shown below:

<TABLE>
Fund Name                                   Name of Broker-Dealer                    Value of Securities Owned
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                                            <C>
Janus Money Market Fund                     Banker's Trust Securities Corporation          $197,480,000
                                            J. P. Morgan and Company                       $268,000,000
                                            Lehman Brothers                                $200,000,000
                                            Goldman, Sachs and Company                     $140,000,000
Janus Government Money Market Fund          Goldman, Sachs and Company                     $ 11,900,000
                                            HSBC Securities, Inc.                          $ 40,000,000
                                            Nationsbanc Capital Markets                    $ 27,700,000
</TABLE>

    
OFFICERS AND TRUSTEES

     The  following  are the names of the  Trustees  and  officers of the Trust,
together with a brief description of their principal occupations during the last
five years.

Thomas H. Bailey*# - Trustee, Chairman and President
100 Fillmore Street
Denver, CO 80206-4928
     Trustee,  Chairman and  President of Janus Aspen  Series.  Chairman,  Chief
     Executive  Officer,  Director and President of Janus Capital.  Chairman and
     Director of IDEX Management,  Inc., Largo, Florida (50% subsidiary of Janus
     Capital and investment adviser to a group of mutual funds) ("IDEX").

James P. Craig, III*# - Trustee
100 Fillmore Street
Denver, CO 80206-4928
   
     Trustee  and  Executive  Vice  President  of  Janus  Aspen  Series.   Chief
     Investment Officer, Vice President and Director of Janus Capital. Executive
     Vice President and Portfolio Manager of Janus Fund and Janus Venture Fund.
    

Sharon S. Pichler* - Executive Vice President
100 Fillmore Street
Denver, CO 80206-4928
     Executive Vice President and Portfolio  Manager of Janus Money Market Fund,
     Janus  Tax-Exempt Money Market Fund and Janus Government Money Market Fund.
     Vice  President of Janus  Capital.  Formerly,  Assistant Vice President and
     Portfolio Manager at USAA Investment Management Co. (1990-1994).

David C. Tucker* - Vice President and General Counsel
100 Fillmore Street
Denver, CO 80206-4928
     Vice President and General  Counsel of Janus Aspen Series.  Vice President,
     Secretary and General  Counsel of Janus Capital.  Vice  President,  General
     Counsel and  Director of Janus  Service and Janus  Distributors.  Director,
     Vice President and Secretary of Janus Capital International Ltd.

Steven R. Goodbarn* - Vice President and Chief Financial Officer
100 Fillmore Street
Denver, CO 80206-4928
     Vice  President and Chief  Financial  Officer of Janus Aspen  Series.  Vice
     President  of  Finance,  Treasurer  and Chief  Financial  Officer  of Janus
     Service,  Janus Distributors and Janus Capital.  Director of IDEX and Janus
     Distributors.  Director,  Treasurer and Vice  President of Finance of Janus
     Capital  International  Ltd.  Formerly (1979 to 1992),  with the accounting
     firm of Price  Waterhouse  LLP,  Denver,  Colorado.  Formerly  (1992-1996),
     Treasurer of Janus Investment Fund and Janus Aspen Series.

Glenn P. O'Flaherty* - Treasurer and Chief Accounting Officer
100 Fillmore Street
Denver, CO 80206-4928
     Treasurer and Chief Accounting  Officer of Janus Aspen Series.  Director of
     Fund Accounting of Janus Capital.




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


                                       11
<PAGE>
Kelley Abbott Howes* - Secretary
100 Fillmore Street
Denver, CO 80206-4928
     Secretary  of Janus  Aspen  Series.  Associate  Counsel  of Janus  Capital.
     Formerly (1990 to 1994),  with The Boston Company  Advisors,  Inc.,  Boston
     Massachusetts (mutual fund administration services).

   
John W. Shepardson#+ - Trustee
    
P.O. Box 9591
Denver, CO 80209
     Trustee of Janus Aspen Series. Historian.

William D. Stewart# - Trustee
5330 Sterling Drive
Boulder, CO 80302
     Trustee of Janus  Aspen  Series.  President  of HPS  Corporation,  Boulder,
     Colorado (manufacturer of vacuum fittings and valves).

Gary O. Loo - Trustee
102 N. Cascade Avenue, Suite 500
Colorado Springs, CO 80903
     Trustee of Janus  Aspen  Series.  President  and a Director  of High Valley
     Group, Inc., Colorado Springs, Colorado (investments).

Dennis B. Mullen - Trustee
1601 114th Avenue, SE
Alderwood Building, Suite 130
Bellevue, WA 98004
     Trustee of Janus Aspen Series.  President and Chief Executive Officer of BC
     Northwest, L.P., a franchise of Boston Chicken, Inc., Bellevue,  Washington
     (restaurant chain). Formerly (1982 to 1993), Chairman,  President and Chief
     Executive  Officer  of  Famous  Restaurants,   Inc.,  Scottsdale,   Arizona
     (restaurant chain).

Martin H. Waldinger - Trustee
4940 Sandshore Court
San Diego, CA 92130
     Trustee of Janus  Aspen  Series.  Private  Consultant  and  Director of Run
     Technologies,  Inc., a software  development firm, San Carlos,  California.
     Formerly  (1989  to  1993),   President  and  Chief  Executive  Officer  of
     Bridgecliff  Management  Services,  Campbell,   California  (a  condominium
     association management company).

   
James T. Rothe - Trustee
102 South Tejon Street, Suite 1100
Colorado Springs, CO 80903
     Trustee  of Janus  Aspen  Series.  Professor  of  Business,  University  of
     Colorado,  Colorado Springs,  Colorado.  Principal,  Phillips-Smith  Retail
     Group,  Colorado  Springs,  Colorado  (a venture  capital  firm).  Formerly
     (1986-1994),  Dean of the  College of  Business,  University  of  Colorado,
     Colorado Springs, Colorado.
    

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

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

     The Money Market Funds Committee,  consisting of Messrs. Craig, Shepardson,
Loo and Waldinger,  monitors the compliance with policies and procedures adopted
particularly for money market funds.





- --------------------------------------------------------------------------------
* Interested person of the Trust and of Janus Capital.
# Member of the Trust's Executive Committee.
   
+ Effective March 31, 1997, Mr. Shepardson will retire as Trustee.
    


                                       12
<PAGE>
   
     The following table shows the aggregate  compensation earned by and paid to
each  Trustee  by the  Funds  described  in this SAI and all funds  advised  and
sponsored by Janus  Capital  (collectively,  the "Janus  Funds") for the periods
indicated.  None of the Trustees receive any pension or retirement benefits from
the Funds or the Janus Funds.
    

<TABLE>
                                             Aggregate Compensation              Total Compensation from the
                                         from the Funds for fiscal year        Janus Funds for calendar year
Name of Person, Position                     ended October 31, 1996               ended December 31, 1996**
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                                  <C>
   
Thomas H. Bailey, Chairman*                          $0                                   $0
James P. Craig, III, Trustee*                        $0                                   $0
John W. Shepardson, Trustee                          $2,670                               $73,000
William D. Stewart, Trustee                          $1,291                               $70,000
Gary O. Loo, Trustee                                 $4,049                               $70,000
Dennis B. Mullen, Trustee                            $1,291                               $67,000
Martin H. Waldinger, Trustee                         $4,049                               $73,000
James T. Rothe+                                      $0                                   $0
    
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*    An  interested  person of the Funds and of Janus  Capital.  Compensated  by
     Janus Capital and not the Funds.
**   As of December 31, 1996, Janus Funds consisted of two registered investment
     companies comprised of a total of 29 funds.
   
+    Mr. Rothe began serving as Trustee on January 1, 1997.
    

PURCHASE OF SHARES

     As stated in the  Prospectus,  Janus  Distributors  is a distributor of the
Funds' shares. Shares are sold at the net asset value per share as determined at
the close of the regular  trading  session of the New York Stock  Exchange  (the
"NYSE" or the "Exchange")  next occurring after a purchase order is received and
accepted by a Fund.  A Fund's net asset value is  calculated  each day that both
the NYSE and the New York  Federal  Reserve  Bank are  open.  As  stated  in the
Prospectus,  the Funds each seek to  maintain a stable net asset value per share
of $1.00. The  Shareholder's  Guide Section of the Prospectus  contains detailed
information about the purchase of Shares.

REINVESTMENT OF DIVIDENDS AND DISTRIBUTIONS

     If investors do not elect in writing or by phone to receive their dividends
and  distributions  via wire  transfer,  all income  dividends and capital gains
distributions,  if any, on Shares are  reinvested  automatically  in  additional
Shares of that Fund at the NAV  determined  on the first  business day following
the record date. Any such election  (which may be made on the  Application or by
phone) will apply to dividends and  distributions the record dates of which fall
on or after the date  that a Fund  receives  such  notice.  Investors  receiving
distributions  and  dividends via wire transfer may elect in writing or by phone
to change back to automatic reinvestment at any time.

REDEMPTION OF SHARES

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

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

RETIREMENT PLANS

     The Funds offer  tax-deferred  retirement  plans for  rollover  accounts in
excess of $250,000.  The Individual  Retirement  Account  ("IRA") may be used by
individuals who meet the above requirement.


                                       13
<PAGE>
     Contributions under IRAs are subject to specific contribution  limitations.
Generally,   such  contributions  may  be  invested  at  the  direction  of  the
participant. The investment is then held by Investors Fiduciary Trust Company as
custodian.  Each participant's account is charged an annual fee of $12. There is
a maximum annual fee of $24 per taxpayer identification number.

     Distributions  from  retirement  plans  generally  are  subject to ordinary
income tax and may be subject to an additional 10% tax if withdrawn prior to age
59  1/2.  Several  exceptions  to the  general  rule  may  apply.  Additionally,
shareholders  generally must start  withdrawing  retirement plan assets no later
than April 1 of the year after they reach age 70 1/2.  Several  methods exist to
determine the amount of the minimum  annual  distribution.  Shareholders  should
consult  with  their  tax  advisor  or  legal  counsel  prior to  receiving  any
distribution  from any  retirement  plan,  in order to determine  the income tax
impact of any such distribution.

     To receive  additional  information  about  IRAs  along with the  necessary
materials to establish an account,  please call the Funds at  1-800-525-3713  or
write the Funds at P.O. Box 173375,  Denver,  CO 80217-3375.  No contribution to
any IRA can be made until the appropriate  forms to establish any such plan have
been completed.

SHAREHOLDER ACCOUNTS

     Detailed  information about the general procedures for shareholder accounts
is set forth in the Prospectus. Applications to open accounts may be obtained by
calling  the Funds at  1-800-29JANUS  or  writing  to the Funds at 100  Fillmore
Street, Denver, Colorado 80206-4928, Attention: Extended Services.

DIVIDENDS AND TAX STATUS

     Dividends  representing  substantially all of the net investment income and
any net realized  gains on sales of securities  are declared  daily,  Saturdays,
Sundays and holidays included,  and distributed on the last business day of each
month. If a month begins on a Saturday,  Sunday or holiday,  dividends for those
days are declared at the end of the preceding month and distributed on the first
business day of the month. A shareholder may receive dividends via wire transfer
or may choose to have dividends automatically  reinvested in a Fund's Shares. As
described in the  Prospectus,  Shares  purchased by wire on a bank  business day
will receive that day's dividend if the purchase is effected at or prior to 3:00
p.m.  (New York time) for Janus  Money  Market Fund and Janus  Government  Money
Market Fund and 12:00 p.m.  (New York time) for Janus  Tax-Exempt  Money  Market
Fund.  Otherwise,  such Shares will begin to accrue  dividends on the first bank
business day following  receipt of the order.  Requests for redemption of Shares
will be redeemed at the next  determined  net asset value.  Redemption  requests
made by wire  that are  received  prior to 3:00 p.m.  (New York  time) for Janus
Money Market Fund and Janus  Government  Money  Market Fund and 12:00 p.m.  (New
York time) for Janus  Tax-Exempt  Money  Market Fund will result in Shares being
redeemed  that day.  Proceeds of such a redemption  will normally be sent to the
predesignated  bank  account on that day,  but that day's  dividend  will not be
received. Closing times for purchase and redemption of Shares may be changed for
days in which the bond market or the New York Stock Exchange close early.

     Distributions  for all of the Funds (except Janus  Tax-Exempt  Money Market
Fund) are  taxable  income and are  subject to federal  income tax  (except  for
shareholders  exempt from income tax),  whether such  distributions are received
via wire  transfer or are  reinvested  in additional  Shares.  Full  information
regarding the tax status of income dividends and any capital gains distributions
will be mailed to  shareholders  for tax  purposes on or before  January 31st of
each year.  As described in detail in the  Prospectus,  Janus  Tax-Exempt  Money
Market Fund anticipates that  substantially all income dividends it pays will be
exempt from federal income tax, although  dividends  attributable to interest on
taxable investments, together with distributions from any net realized short- or
long-term capital gains, are taxable.

     The Funds intend to qualify as regulated investment companies by satisfying
certain requirements  prescribed by Subchapter M of the Internal Revenue Code of
1986.

     Some money market  securities  employ a trust or other similar structure to
modify the maturity, price characteristics,  or quality of financial assets. For
example,  put  features  can be used to modify the  maturity of a  security,  or
interest rate adjustment features can be used to enhance price stability. If the
structure does not perform as intended,  adverse tax or investment  consequences
may  result.  Neither the  Internal  Revenue  Service  nor any other  regulatory
authority has ruled definitively on certain legal issues presented by structured
securities. Future tax or other regulatory determinations could adversely affect
the  value,  liquidity,  or tax  treatment  of the  income  received  from these
securities or the nature and timing of distributions made by a portfolio.

PRINCIPAL SHAREHOLDERS

   
     As of February 11, 1997, the Fund's  officers and Trustees as a group owned
less than 1% of the outstanding Shares.
    


                                       14
<PAGE>
   
     As of February 11, 1997, the following  institutions  owned more than 5% of
Janus Money Market Fund - Institutional Shares:

<TABLE>
Institution                                       Address                                              Ownership %
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                                                    <C>
Wells Fargo Institutional Trust Company           45 Fremont Street, San Francisco, CA 94105             10.94%
Prudential Funding Corp.                          Two Gateway Center, 5th Floor, Newark, NJ 07102         6.31%
Investors Bank and Trust                          89 South Street, Boston, MA 02111                       8.01%
Comerica Bank                                     P.O. Box 75000, Detroit, MI 48275                      28.07%
</TABLE>

     As of February 11, 1997, the following  institutions  owned more than 5% of
Janus Government Money Market Fund - Institutional Shares:

<TABLE>
Institution                                       Address                                              Ownership %
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                                                    <C>
Trump Hotels and Casino Resorts Holdings, LP      725 Fifth Avenue, 24th Floor, New York, NY 10002       13.59%
United Postal Service Federal Credit Union        7905 Malcolm Road, 4th Floor, Clinton, MD 20735        13.95%
Western Digital Corporation                       8105 Irvine Drive, Irvine, CA 92718                    68.89%
</TABLE>

     As of February 11, 1997, the following  institutions  owned more than 5% of
Janus  Tax-Exempt  Money  Market Fund -  Institutional  Shares  through  various
accounts:

<TABLE>
Institution                                       Address                                              Ownership %
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                                                    <C>
First Bank, N.A.                                  P.O. Box 64010, St. Paul, MN 55164                     47.52%
First Bank, N.A.                                  P.O. Box 64010, St. Paul, MN 55164                     30.22%
First Bank, N.A.                                  P.O. Box 64010, St. Paul, MN 55164                      7.57%
First Trust                                       P.O. Box 64101, St. Paul, MN 55164                     11.06%
    
</TABLE>

MISCELLANEOUS INFORMATION

     Each Fund is a series of the Trust, a Massachusetts Business Trust that was
created on February 11,  1986.  The Trust is an open-end  management  investment
company  registered  under the 1940 Act.  As of the date of this SAI,  the Trust
consists of 19 separate series,  three of which currently offer three classes of
Shares.  The Funds were added to the Trust as  separate  series on  December  9,
1994.

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

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

SHARES OF THE TRUST

     The  Trust  is  authorized  to issue  an  unlimited  number  of  shares  of
beneficial  interest  with a par value of one cent per share for each  series of
the Trust. Shares of each Fund are fully paid and nonassessable when issued. All
shares of a Fund  participate  equally in dividends and other  distributions  by
such  Fund,  and in  residual  assets of that Fund in the event of  liquidation.
Shares of each Fund have no preemptive, conversion or subscription rights.

     The Trust is authorized to issue multiple  classes of shares for each Fund.
Currently, Janus Money Market Fund, Janus Government Money Market Fund and Janus
Tax-Exempt  Money  Market  Fund each offer  three  classes of shares by separate
prospectuses.  The Shares  discussed in this SAI are offered only to individual,
institutional  and corporate  clients and foundations and trusts meeting certain
minimum  investment  criteria.  A second  class of shares,  Service  Shares,  is
offered through Financial Institutions that meet minimum investment requirements
in  connection  with  trust  accounts,  cash  management  programs  and  similar
programs.  A third class of shares,  Investor Shares,  is offered to the general
public.

VOTING RIGHTS

   
     The present Trustees were elected at a meeting of the Trust's  shareholders
held on July 10,  1992,  with the  exception of Mr. Craig and Mr. Rothe who were
appointed by the Trustees as of June 30, 1995 and January 1, 1997, respectively.
Under the
    


                                       15
<PAGE>
Declaration of Trust, each Trustee will continue in office until the termination
of  the  Trust  or  his  earlier  death,  retirement,  resignation,  bankruptcy,
incapacity or removal.  Vacancies  will be filled by a majority of the remaining
Trustees,  subject to the 1940 Act. Therefore,  no annual or regular meetings of
shareholders normally will be held, unless otherwise required by the Declaration
of Trust or the 1940 Act. Subject to the foregoing,  shareholders have the power
to vote to elect or remove  Trustees,  to terminate or reorganize their Fund, to
amend the Declaration of Trust, to bring certain  derivative  actions and on any
other  matters on which a  shareholder  vote is  required  by the 1940 Act,  the
Declaration of Trust, the Trust's Bylaws or the Trustees.

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

INDEPENDENT ACCOUNTANTS

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

REGISTRATION STATEMENT

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

FINANCIAL STATEMENTS

     The  following  audited  financial  statements  of the Funds for the period
ended October 31, 1996 are hereby incorporated into this SAI by reference to the
Funds' Annual  Report dated October 31, 1996. A copy of such report  accompanies
this SAI.

DOCUMENTS INCORPORATED BY REFERENCE TO THE ANNUAL REPORT

     Schedules of Investments as of October 31, 1996

     Statements of Operations for the period ended October 31, 1996

     Statements of Assets and Liabilities as of October 31, 1996

     Statements  of Changes in Net Assets for the periods ended October 31, 1996
     and 1995*

     Financial Highlights for each of the periods indicated

     Notes to Financial Statements

     Report of Independent Accountants

     The portions of such Annual Report that are not  specifically  listed above
are not  incorporated  by  reference  into  this  SAI  and  are not  part of the
Registration Statement.





- --------------------------------------------------------------------------------
*Transactions in fund shares for the period April 14, 1995 to October 31, 1995.


                                       16
<PAGE>
APPENDIX A
DESCRIPTION OF SECURITIES RATINGS

MOODY'S AND STANDARD & POOR'S

MUNICIPAL AND CORPORATE BONDS AND MUNICIPAL LOANS

     The two highest ratings of Standard & Poor's Ratings  Services  ("S&P") for
municipal and  corporate  bonds are AAA and AA. Bonds rated AAA have the highest
rating assigned by S&P to a debt obligation.  Capacity to pay interest and repay
principal is extremely strong. Bonds rated AA have a very strong capacity to pay
interest and repay  principal and differ from the highest rated issues only in a
small  degree.  The AA rating may be modified  by the  addition of a plus (+) or
minus (-) sign to show relative standing within that rating category.

     The two highest ratings of Moody's Investors Service,  Inc. ("Moody's") for
municipal  and  corporate  bonds are Aaa and Aa.  Bonds  rated Aaa are judged by
Moody's  to be of the best  quality.  Bonds  rated Aa are  judged  to be of high
quality by all  standards.  Together with the Aaa group,  they comprise what are
generally  known as  high-grade  bonds.  Moody's  states that Aa bonds are rated
lower than the best bonds because  margins of protection or other  elements make
long-term risks appear  somewhat larger than Aaa securities.  The generic rating
Aa may be modified by the  addition  of the  numerals 1, 2 or 3. The  modifier 1
indicates that the security  ranks in the higher end of the Aa rating  category;
the modifier 2 indicates a mid-range ranking;  and the modifier 3 indicates that
the issue ranks in the lower end of such rating category.

SHORT TERM MUNICIPAL LOANS

     S&P's highest  rating for  short-term  municipal  loans is SP-1. S&P states
that short-term  municipal securities bearing the SP-1 designation have a strong
capacity  to pay  principal  and  interest.  Those  issues  rated SP-1 which are
determined to possess a very strong capacity to pay debt service will be given a
plus (+)  designation.  Issues  rated  SP-2 have  satisfactory  capacity  to pay
principal and interest with some vulnerability to adverse financial and economic
changes over the term of the notes.

     Moody's  highest rating for  short-term  municipal  loans is  MIG-1/VMIG-1.
Moody's states that short-term  municipal  securities rated  MIG-1/VMIG-1 are of
the best quality,  enjoying  strong  protection from  established  cash flows of
funds for their  servicing or from  established  and  broad-based  access to the
market for refinancing,  or both. Loans bearing the MIG-2/VMIG-2 designation are
of high quality,  with margins of protection  ample  although not so large as in
the MIG-1/VMIG-1 group.

OTHER SHORT-TERM DEBT SECURITIES

     Prime-1 and Prime-2  are the two  highest  ratings  assigned by Moody's for
other  short-term debt securities and commercial  paper, and A-1 and A-2 are the
two highest  ratings for  commercial  paper  assigned by S&P.  Moody's  uses the
numbers 1, 2 and 3 to denote relative strength within its highest classification
of Prime,  while S&P uses the  numbers  1, 2 and 3 to denote  relative  strength
within its highest  classification of A. Issuers rated Prime-1 by Moody's have a
superior  ability for repayment of senior  short-term debt  obligations and have
many  of  the   following   characteristics:   leading   market   positions   in
well-established   industries,   high   rates  of  return  on  funds   employed,
conservative  capitalization  structure with moderate reliance on debt and ample
asset protection,  broad margins in earnings coverage of fixed financial charges
and high internal cash  generation,  and well  established  access to a range of
financial  markets and assured  sources of alternate  liquidity.  Issuers  rated
Prime-2 by Moody's have a strong ability for repayment of senior short-term debt
obligations  and display many of the same  characteristics  displayed by issuers
rated Prime-1,  but to a lesser degree.  Issuers rated A-1 by S&P carry a strong
degree of safety regarding timely repayment.  Those issues determined to possess
extremely strong safety characteristics are denoted with a plus (+) designation.
Issuers rated A-2 by S&P carry a satisfactory  degree of safety regarding timely
repayment.

Fitch

F-1+    - Exceptionally  strong credit quality.  Issues assigned this rating are
          regarded  as having  the  strongest  degree of  assurance  for  timely
          payment.

F-1     - Very strong credit  quality.  Issues  assigned this rating  reflect an
          assurance for timely  payment only slightly less in degree than issues
          rated F-1+.

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


                                       17
<PAGE>
DUFF & PHELPS INC.

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

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

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

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

THOMSON BANKWATCH, INC.

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

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

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

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

IBCA, INC.

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

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

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

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

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


                                       18
<PAGE>
APPENDIX B
DESCRIPTION OF MUNICIPAL SECURITIES

     Municipal Notes generally are used to provide for short-term  capital needs
and usually have maturities of one year or less. They include the following:

     1. Project Notes, which carry a U.S.  government  guarantee,  are issued by
public bodies  (called  "local  issuing  agencies")  created under the laws of a
state, territory, or U.S. possession.  They have maturities that range up to one
year from the date of issuance. Project Notes are backed by an agreement between
the local  issuing  agency  and the  Federal  Department  of  Housing  and Urban
Development.  These  Notes  provide  financing  for a wide  range  of  financial
assistance  programs  for  housing,  redevelopment,  and related  needs (such as
low-income housing programs and renewal programs).

     2. Tax  Anticipation  Notes are issued to finance  working capital needs of
municipalities.  Generally,  they are issued in anticipation of various seasonal
tax revenues,  such as income,  sales,  use and business taxes,  and are payable
from these specific future taxes.

     3. Revenue Anticipation Notes are issued in expectation of receipt of other
types of revenues,  such as Federal revenues available under the Federal Revenue
Sharing Programs.

     4. Bond  Anticipation  Notes are issued to provide interim  financing until
long-term  financing can be arranged.  In most cases,  the long-term  bonds then
provide the money for the repayment of the Notes.

     5.  Construction  Loan  Notes are sold to provide  construction  financing.
After  successful  completion and acceptance,  many projects  receive  permanent
financing through the Federal Housing  Administration under the Federal National
Mortgage   Association  ("Fannie  Mae")  or  the  Government  National  Mortgage
Association ("Ginnie Mae").

     6.  Tax-Exempt  Commercial  Paper is a short-term  obligation with a stated
maturity  of 365 days or less.  It is  issued  by  agencies  of state  and local
governments to finance seasonal working capital needs or as short-term financing
in anticipation of longer term financing.

     Municipal  Bonds,  which meet longer term capital needs and generally  have
maturities   of  more  than  one  year  when   issued,   have  three   principal
classifications:

     1.  General  Obligation  Bonds  are  issued  by such  entities  as  states,
counties,   cities,  towns,  and  regional  districts.  The  proceeds  of  these
obligations  are  used  to  fund a wide  range  of  public  projects,  including
construction or improvement of schools,  highways and roads, and water and sewer
systems.  The basic  security  behind General  Obligation  Bonds is the issuer's
pledge  of its full  faith and  credit  and  taxing  power  for the  payment  of
principal  and  interest.  The taxes that can be levied for the  payment of debt
service  may be  limited  or  unlimited  as to the  rate or  amount  of  special
assessments.

     2. Revenue Bonds in recent years have come to include an increasingly  wide
variety of types of  municipal  obligations.  As with other  kinds of  municipal
obligations,  the issuers of revenue  bonds may consist of virtually any form of
state or local governmental entity,  including states,  state agencies,  cities,
counties,  authorities of various kinds, such as public housing or redevelopment
authorities,  and special districts, such as water, sewer or sanitary districts.
Generally,  revenue  bonds are secured by the revenues or net  revenues  derived
from a particular facility, group of facilities, or, in some cases, the proceeds
of a special excise or other specific  revenue source.  Revenue bonds are issued
to finance a wide variety of capital projects including electric, gas, water and
sewer systems;  highways,  bridges,  and tunnels;  port and airport  facilities;
colleges and universities; and hospitals. Many of these bonds provide additional
security in the form of a debt service reserve fund to be used to make principal
and  interest  payments.  Various  forms of credit  enhancement,  such as a bank
letter of credit or municipal  bond  insurance,  may also be employed in revenue
bond  issues.  Housing  authorities  have a wide  range of  security,  including
partially or fully insured  mortgages,  rent  subsidized  and/or  collateralized
mortgages,  and/or the net revenues from housing or other public projects.  Some
authorities  provide further  security in the form of a state's ability (without
obligation) to make up deficiencies in the debt service reserve fund.

     In recent  years,  revenue  bonds  have been  issued in large  volumes  for
projects that are privately owned and operated (see 3 below).

     3. Private  Activity Bonds are considered  municipal  bonds if the interest
paid thereon is exempt from Federal income tax and are issued by or on behalf of
public  authorities  to  raise  money  to  finance  various  privately  operated
facilities for business and manufacturing,  housing and health.  These bonds are
also used to finance public  facilities  such as airports,  mass transit systems
and ports.  The payment of the principal and interest on such bonds is dependent
solely on the ability of the facility's  user to meet its financial  obligations
and the pledge,  if any,  of real and  personal  property  as security  for such
payment.

     While, at one time, the pertinent  provisions of the Internal  Revenue Code
permitted private activity bonds to bear tax-exempt  interest in connection with
virtually  any type of  commercial  or  industrial  project  (subject to various
restrictions as to authorized costs,  size limitations,  state per capita volume
restrictions,  and other  matters),  the types of qualifying  projects under the
Code

                                       19
<PAGE>
have become  increasingly  limited,  particularly since the enactment of the Tax
Reform Act of 1986. Under current provisions of the Code,  tax-exempt  financing
remains available,  under prescribed conditions, for certain privately owned and
operated rental multi-family housing facilities,  nonprofit hospital and nursing
home projects,  airports, docks and wharves, mass commuting facilities and solid
waste  disposal  projects,  among others,  and for the  refunding  (that is, the
tax-exempt  refinancing) of various kinds of other private  commercial  projects
originally  financed  with  tax-exempt  bonds.  In  future  years,  the types of
projects  qualifying  under the Code for  tax-exempt  financing  are expected to
become increasingly limited.

     Because  of  terminology  formerly  used  in  the  Internal  Revenue  Code,
virtually  any form of  private  activity  bond may still be  referred  to as an
"industrial  development  bond," but more and more frequently revenue bonds have
become  classified  according to the particular type of facility being financed,
such as hospital revenue bonds, nursing home revenue bonds, multi-family housing
revenue bonds,  single family  housing  revenue  bonds,  industrial  development
revenue bonds, solid waste resource recovery revenue bonds, and so on.

     Other Municipal Obligations,  incurred for a variety of financing purposes,
include:  municipal leases, which may take the form of a lease or an installment
purchase or conditional sale contract, are issued by state and local governments
and  authorities to acquire a wide variety of equipment and  facilities  such as
fire and  sanitation  vehicles,  telecommunications  equipment and other capital
assets.  Municipal leases frequently have special risks not normally  associated
with general  obligation or revenue bonds.  Leases and  installment  purchase or
conditional sale contracts (which normally provide for title to the leased asset
to pass  eventually  to the  government  issuer)  have  evolved  as a means  for
governmental  issuers to acquire  property  and  equipment  without  meeting the
constitutional  and  statutory  requirements  for  the  issuance  of  debt.  The
debt-issuance limitations of many state constitutions and statutes are deemed to
be  inapplicable  because  of the  inclusion  in many  leases  or  contracts  of
"non-appropriation"  clauses that provide  that the  governmental  issuer has no
obligation to make future  payments under the lease or contract  unless money is
appropriated for such purpose by the appropriate legislative body on a yearly or
other periodic basis. To reduce this risk, the Fund will only purchase municipal
leases subject to a  non-appropriation  clause when the payment of principal and
accrued interest is backed by an unconditional  irrevocable letter of credit, or
guarantee  of a bank or other  entity that meets the  criteria  described in the
Prospectus.

     Tax-exempt bonds are also categorized  according to whether the interest is
or is not includible in the calculation of alternative  minimum taxes imposed on
individuals,  according  to whether the costs of acquiring or carrying the bonds
are or are not deductible in part by banks and other financial institutions, and
according to other criteria relevant for Federal income tax purposes. Due to the
increasing   complexity  of  Internal  Revenue  Code  and  related  requirements
governing  the issuance of  tax-exempt  bonds,  industry  practice has uniformly
required,  as a condition to the issuance of such bonds,  but  particularly  for
revenue  bonds,  an  opinion of  nationally  recognized  bond  counsel as to the
tax-exempt status of interest on the bonds.


                                       20
<PAGE>
                              JANUS INVESTMENT FUND

                               100 Fillmore Street
                              Denver, CO 80206-4928
- --------------------------------------------------------------------------------
                       Statement of Additional Information
                                February 17, 1997
- --------------------------------------------------------------------------------

                             JANUS MONEY MARKET FUND
                       JANUS GOVERNMENT MONEY MARKET FUND
                       JANUS TAX-EXEMPT MONEY MARKET FUND
                                 Service Shares


     This  Statement  of  Additional   Information   ("SAI")  expands  upon  and
supplements the information  contained in the current Prospectus for the Service
Shares (the "Shares") of Janus Money Market Fund,  Janus Government Money Market
Fund and  Janus  Tax-Exempt  Money  Market  Fund  (individually,  a "Fund"  and,
collectively,  the  "Funds").  The  Funds  are each a  separate  series of Janus
Investment  Fund,  a  Massachusetts  business  trust  (the  "Trust").  Each Fund
represents shares of beneficial  interest in a separate  portfolio of securities
and other assets with its own objective and policies,  and is managed separately
by Janus Capital Corporation ("Janus Capital").

     This SAI is not a  Prospectus  and should be read in  conjunction  with the
Prospectus dated February 17, 1997, which is incorporated by reference into this
SAI and may be  obtained  from the Trust at the above  phone  number or address.
This SAI contains  additional  and more  detailed  information  about the Funds'
operations and activities than the Prospectus.


                                                                [LOGO]     JANUS
<PAGE>
                       STATEMENT OF ADDITIONAL INFORMATION
                                TABLE OF CONTENTS

                                                                            Page
- --------------------------------------------------------------------------------
     Investment Policies and Restrictions ...................................  3
     Types of Securities and Investment Techniques ..........................  4
     Performance Data .......................................................  7
     Determination of Net Asset Value .......................................  8
     Investment Adviser and Administrator ...................................  8
     Custodian, Transfer Agent and Certain Affiliations .....................  9
     Portfolio Transactions and Brokerage ................................... 10
     Officers and Trustees .................................................. 11
     Purchase of Shares ..................................................... 13
     Redemptions of Shares .................................................. 13
     Shareholder Accounts ................................................... 13
     Dividends and Tax Status ............................................... 13
     Principal Shareholders ................................................. 14
     Miscellaneous Information .............................................. 14
        Shares of the Trust ................................................. 14
        Voting Rights ....................................................... 15
        Independent Accountants ............................................. 15
        Registration Statement .............................................. 15
     Financial Statements ................................................... 15
     Appendix A - Description of Securities Ratings ......................... 16
     Appendix B - Description of Municipal Securities ....................... 18
- --------------------------------------------------------------------------------


                                       2
<PAGE>
INVESTMENT POLICIES AND RESTRICTIONS

INVESTMENT OBJECTIVES

     As discussed in the Prospectus,  the investment  objective of each of Janus
Money  Market Fund and Janus  Government  Money  Market Fund is to seek  maximum
current  income  to  the  extent  consistent  with  stability  of  capital.  The
investment  objective of Janus  Tax-Exempt  Money Market Fund is to seek maximum
current income that is exempt from federal income taxes to the extent consistent
with  stability of capital.  There can be no assurance  that a Fund will achieve
its  investment  objective  or  maintain a stable  net asset  value of $1.00 per
share.  The investment  objectives of the Funds are not  fundamental  and may be
changed  by the  Trustees  of the Trust  (the  "Trustees")  without  shareholder
approval.

INVESTMENT RESTRICTIONS APPLICABLE TO ALL FUNDS

     As indicated in the Prospectus,  each Fund has adopted certain  fundamental
investment  restrictions  that cannot be changed without  shareholder  approval.
Shareholder  approval  means  approval by the lesser of (i) more than 50% of the
outstanding  voting  securities of the Trust (or a particular Fund or particular
class of Shares if a matter affects just that Fund or that class of Shares),  or
(ii) 67% or more of the voting securities present at a meeting if the holders of
more than 50% of the outstanding voting securities of the Trust (or a particular
Fund or class of Shares) are present or represented by proxy.

     As used in the  restrictions  set forth below and as used elsewhere in this
SAI, the term "U.S.  Government  Securities" shall have the meaning set forth in
the  Investment  Company Act of 1940, as amended (the "1940 Act").  The 1940 Act
defines U.S.  Government  Securities as  securities  issued or guaranteed by the
United States government,  its agencies or  instrumentalities.  U.S.  Government
Securities may also include repurchase  agreements  collateralized and municipal
securities escrowed with or refunded with escrowed U.S. government securities.

     The Funds have adopted the following fundamental policies:

     (1) With  respect to 75% of its assets,  a Fund may not purchase a security
other  than a U.S.  Government  Security,  if, as a result,  more than 5% of the
Fund's total assets would be invested in the  securities  of a single  issuer or
the Fund would own more than 10% of the  outstanding  voting  securities  of any
single issuer. (As noted in the Prospectus, the Funds are also currently subject
to  the  greater   diversification   standards  of  Rule  2a-7,  which  are  not
fundamental.)

     (2) A Fund may not  purchase  securities  if 25% or more of the  value of a
Fund's total assets would be invested in the  securities  of issuers  conducting
their  principal  business  activities in the same industry;  provided that: (i)
there is no limit on investments in U.S. Government Securities or in obligations
of domestic  commercial banks (including U.S.  branches of foreign banks subject
to regulations  under U.S. laws  applicable to domestic banks and, to the extent
that its parent is unconditionally  liable for the obligation,  foreign branches
of U.S. banks);  (ii) this limitation shall not apply to a Fund's investments in
municipal  securities;  (iii)  there  is no  limit  on  investments  in  issuers
domiciled in a single country;  (iv) financial  service companies are classified
according to the end users of their services (for example,  automobile  finance,
bank  finance  and  diversified  finance  are each  considered  to be a separate
industry);  and (v) utility companies are classified according to their services
(for example, gas, gas transmission, electric, and telephone are each considered
to be a separate industry).

     (3) A Fund may not act as an  underwriter  of securities  issued by others,
except to the extent that a Fund may be deemed an underwriter in connection with
the disposition of portfolio securities of such Fund.

     (4) A Fund may not lend  any  security  or make  any  other  loan if,  as a
result,  more than 25% of a Fund's total  assets would be lent to other  parties
(but this  limitation  does not apply to purchases  of  commercial  paper,  debt
securities or repurchase agreements).

     (5) A Fund may not  purchase or sell real estate or any  interest  therein,
except  that the Fund may invest in debt  obligations  secured by real estate or
interests  therein or securities  issued by companies that invest in real estate
or interests therein.

     (6) A Fund may borrow money for  temporary or emergency  purposes  (not for
leveraging)  in an amount  not  exceeding  25% of the value of its total  assets
(including the amount borrowed) less  liabilities  (other than  borrowings).  If
borrowings  exceed  25% of the  value of a Fund's  total  assets  by reason of a
decline in net assets, the Fund will reduce its borrowings within three business
days  to the  extent  necessary  to  comply  with  the 25%  limitation.  Reverse
repurchase  agreements  or the  segregation  of assets in  connection  with such
agreements shall not be considered borrowing for the purposes of this limit.

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

     Each Fund has adopted the following nonfundamental  investment restrictions
that may be changed by the Trustees without shareholder approval:


                                       3
<PAGE>
     (1) A Fund may not invest in securities or enter into repurchase agreements
with respect to any securities if, as a result,  more than 10% of the Fund's net
assets would be invested in  repurchase  agreements  not entitling the holder to
payment of  principal  within  seven days and in other  securities  that are not
readily  marketable  ("illiquid  investments").  The  Trustees,  or  the  Fund's
investment adviser acting pursuant to authority  delegated by the Trustees,  may
determine that a readily available market exists for certain  securities such as
securities eligible for resale pursuant to Rule 144A under the Securities Act of
1933, or any successor to such rule, Section 4(2) commercial paper and municipal
lease  obligations.  Accordingly,  such  securities  may not be  subject  to the
foregoing limitation.

     (2) A Fund may not purchase  securities  on margin,  or make short sales of
securities,  except for short sales  against  the box and the use of  short-term
credit  necessary  for  the  clearance  of  purchases  and  sales  of  portfolio
securities.

     (3) A Fund may not pledge,  mortgage,  hypothecate  or encumber  any of its
assets except to secure  permitted  borrowings or in connection  with  permitted
short sales.

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

     For  purposes  of the  Funds'  restriction  on  investing  in a  particular
industry, the Funds will rely primarily on industry classifications as published
by Bloomberg L.P. To the extent that such  classifications are so broad that the
primary economic characteristics in a single class are materially different, the
Funds may further classify  issuers in accordance with industry  classifications
as published by the Securities and Exchange Commission.

TYPES OF SECURITIES AND INVESTMENT TECHNIQUES

     Each of the Funds may invest only in  "eligible  securities"  as defined in
Rule 2a-7  adopted  under the 1940 Act.  Generally,  an  eligible  security is a
security that (i) is denominated in U.S. dollars and has a remaining maturity of
397 days or less (as  calculated  pursuant to Rule 2a-7);  (ii) is rated,  or is
issued by an issuer with  short-term debt  outstanding  that is rated, in one of
the two highest rating categories by any two nationally  recognized  statistical
rating  organizations  ("NRSROs") or, if only one NRSRO has issued a rating,  by
that NRSRO (the "Requisite NRSROs") or is unrated and of comparable quality to a
rated security, as determined by Janus Capital; and (iii) has been determined by
Janus Capital to present minimal credit risks pursuant to procedures approved by
the Trustees.  In addition,  the Funds will maintain a  dollar-weighted  average
portfolio  maturity  of 90 days or less.  A  description  of the ratings of some
NRSROs appears in Appendix A.

     Under Rule 2a-7,  a Fund may not invest more than five percent of its total
assets  in  the  securities  of  any  one  issuer  other  than  U.S.  Government
Securities, provided that in certain cases a Fund may invest more than 5% of its
assets in a single  issuer  for a period  of up to three  business  days.  Until
pending amendments to Rule 2a-7 become effective,  up to 25% of Janus Tax-Exempt
Money  Market  Fund's  assets may be invested  without  regard to the  foregoing
limitations.

     Pursuant to Rule 2a-7,  each Fund  (except  Janus  Tax-Exempt  Money Market
Fund) will invest at least 95% of its total assets in  "first-tier"  securities.
First-tier  securities are eligible  securities that are rated, or are issued by
an issuer with short-term debt  outstanding that is rated, in the highest rating
category by the Requisite  NRSROs or are unrated and of comparable  quality to a
rated security. In addition, a Fund may invest in "second-tier" securities which
are eligible  securities  that are not first-tier  securities.  However,  a Fund
(except for Janus Tax-Exempt Money Market Fund, in certain cases) may not invest
in a second-tier  security if immediately after the acquisition thereof the Fund
would have invested more than (i) the greater of one percent of its total assets
or one million dollars in second-tier  securities issued by that issuer, or (ii)
five percent of its total assets in second-tier securities.

     The  following  discussion  of types of  securities  in which the Funds may
invest supplements and should be read in conjunction with the Prospectus.

PARTICIPATION INTERESTS

     Each Fund may purchase  participation  interests in loans or  securities in
which the Funds may  invest  directly.  Participation  interests  are  generally
sponsored or issued by banks or other  financial  institutions.  A participation
interest  gives  a Fund  an  undivided  interest  in  the  underlying  loans  or
securities  in the  proportion  that the  Fund's  interest  bears  to the  total
principal amount of the underlying loans or securities. Participation interests,
which may have fixed,  floating or variable  rates,  may carry a demand  feature
backed by a letter of credit or  guarantee of a bank or  institution  permitting
the holder to tender  them back to the bank or other  institution.  For  certain
participation  interests,  a Fund will have the right to demand payment,  on not
more than seven  days'  notice,  for all or a part of the  Fund's  participation
interest.  The Funds  intend to  exercise  any demand  rights they may have upon
default  under the terms of the loan or  security,  to provide  liquidity  or to
maintain or improve the quality of the Funds' investment portfolio.  A Fund will
only purchase  participation  interests  that Janus Capital  determines  present
minimal credit risks.


                                       4
<PAGE>
VARIABLE AND FLOATING RATE NOTES

     Janus Money Market Fund also may purchase variable and floating rate demand
notes of  corporations  and  other  entities,  which are  unsecured  obligations
redeemable upon not more than 30 days' notice.  These obligations include master
demand notes that permit  investment of fluctuating  amounts at varying rates of
interest pursuant to direct arrangements with the issuer of the instrument.  The
issuer of these obligations often has the right, after a given period, to prepay
the outstanding  principal  amount of the obligations upon a specified number of
days' notice. These obligations generally are not traded, nor generally is there
an established  secondary market for these  obligations.  To the extent a demand
note does not have a seven day or shorter demand feature and there is no readily
available market for the obligation, it is treated as an illiquid investment.

MORTGAGE- AND ASSET-BACKED SECURITIES

     The Funds may invest in  mortgage-backed  securities,  which  represent  an
interest  in a pool of  mortgages  made by  lenders  such as  commercial  banks,
savings and loan  institutions,  mortgage bankers,  mortgage brokers and savings
banks.   Mortgage-backed   securities   may  be   issued  by   governmental   or
government-related  entities  or by  non-governmental  entities  such as  banks,
savings and loan institutions,  private mortgage insurance  companies,  mortgage
bankers and other secondary market issuers.

     Interests in pools of mortgage-backed securities differ from other forms of
debt securities which normally provide for periodic payment of interest in fixed
amounts  with  principal  payments  at  maturity or  specified  call  dates.  In
contrast,  mortgage-backed securities provide periodic payments which consist of
interest  and,  in most  cases,  principal.  In  effect,  these  payments  are a
"pass-through"  of the periodic  payments and optional  prepayments  made by the
individual borrowers on their mortgage loans, net of any fees paid to the issuer
or   guarantor   of  such   securities.   Additional   payments  to  holders  of
mortgage-backed  securities are caused by prepayments resulting from the sale of
the underlying residential property,  refinancing or foreclosure, net of fees or
costs which may be incurred.

     As prepayment rates of individual  pools of mortgage loans vary widely,  it
is not possible to predict accurately the average life of a particular security.
Although  mortgage-backed  securities are issued with stated maturities of up to
forty years,  unscheduled  or early  payments of  principal  and interest on the
underlying  mortgages  may  shorten   considerably  the  effective   maturities.
Mortgage-backed  securities may have varying  assumptions  for average life. The
volume  of  prepayments  of  principal  on a  pool  of  mortgages  underlying  a
particular security will influence the yield of that security, and the principal
returned to a Fund may be reinvested in instruments whose yield may be higher or
lower than that which might have been obtained had the prepayments not occurred.
When interest rates are declining, prepayments usually increase, with the result
that reinvestment of principal prepayments will be at a lower rate than the rate
applicable to the original mortgage-backed security.

     The  Funds may  invest in  mortgage-backed  securities  that are  issued by
agencies or instrumentalities  of the U.S.  government.  The Government National
Mortgage  Association  ("GNMA") is the principal federal government guarantor of
mortgage-backed  securities.  GNMA is a wholly-owned U.S. government corporation
within the Department of Housing and Urban  Development.  GNMA  Certificates are
debt  securities  which  represent  an  interest  in one  mortgage  or a pool of
mortgages which are insured by the Federal Housing Administration or the Farmers
Home Administration or are guaranteed by the Veterans Administration.  The Funds
may  also  invest  in  pools of  conventional  mortgages  which  are  issued  or
guaranteed by agencies of the U.S. government.  GNMA pass-through securities are
considered  to be riskless  with  respect to default in that (i) the  underlying
mortgage loan  portfolio is comprised  entirely of  government-backed  loans and
(ii) the timely  payment of both  principal  and interest on the  securities  is
guaranteed  by the full faith and credit of the U.S.  government,  regardless of
whether  or not  payments  have  been  made on the  underlying  mortgages.  GNMA
pass-through  securities  are,  however,  subject  to the  same  market  risk as
comparable  debt  securities.  Therefore,  the  market  value of a  Fund's  GNMA
securities  can be expected to  fluctuate  in response to changes in  prevailing
interest rate levels.

     Residential  mortgage  loans  are  pooled  also by the  Federal  Home  Loan
Mortgage Corporation ("FHLMC"). FHLMC is a privately managed, publicly chartered
agency   created  by  Congress  in  1970  for  the  purpose  of  increasing  the
availability  of  mortgage  credit  for   residential   housing.   FHLMC  issues
participation  certificates  ("PCs") which represent interests in mortgages from
FHLMC's national portfolio. The mortgage loans in FHLMC's portfolio are not U.S.
government  backed;  rather,  the loans are either uninsured with  loan-to-value
ratios of 80% or less, or privately insured if the  loan-to-value  ratio exceeds
80%. FHLMC guarantees the timely payment of interest and ultimate  collection of
principal on FHLMC PCs; the U.S.  government  does not  guarantee  any aspect of
FHLMC PCs.

     The    Federal    National    Mortgage    Association    ("FNMA")    is   a
government-sponsored  corporation owned entirely by private shareholders.  It is
subject to general regulation by the Secretary of Housing and Urban Development.
FNMA purchases  residential  mortgages from a list of approved  seller/servicers
which include savings and loan  associations,  savings banks,  commercial banks,
credit  unions and  mortgage  bankers.  FNMA  guarantees  the timely  payment of
principal and interest on the pass-through  securities  issued by FNMA; the U.S.
government does not guarantee any aspect of the FNMA pass-through securities.


                                       5
<PAGE>
     The Funds may also invest in privately-issued mortgage-backed securities to
the  extent   permitted  by  their  investment   restrictions.   Mortgage-backed
securities offered by private issuers include pass-through  securities comprised
of pools of conventional residential mortgage loans; mortgage-backed bonds which
are considered to be debt  obligations of the institution  issuing the bonds and
which  are  collateralized  by  mortgage  loans;  and  collateralized   mortgage
obligations  ("CMOs") which are  collateralized  by  mortgage-backed  securities
issued by GNMA, FHLMC or FNMA or by pools of conventional mortgages.

     Asset-backed  securities represent direct or indirect participations in, or
are secured by and payable from, assets other than  mortgage-backed  assets such
as motor vehicle installment sales contracts, installment loan contracts, leases
of various types of real and personal  property and  receivables  from revolving
credit   agreements   (credit   cards).   Asset-backed   securities  have  yield
characteristics similar to those of mortgage-backed securities and, accordingly,
are subject to many of the same risks.

REVERSE REPURCHASE AGREEMENTS

   
     Reverse  repurchase  agreements  are  transactions  in which a Fund sells a
security and  simultaneously  commits to repurchase that security from the buyer
at an agreed  upon price on an agreed upon future  date.  The resale  price in a
reverse  repurchase  agreement  reflects a market rate of  interest  that is not
related to the coupon rate or maturity of the sold security.  For certain demand
agreements,  there is no agreed upon repurchase  date and interest  payments are
calculated daily, often based upon the prevailing overnight repurchase rate. The
Funds will use the  proceeds of reverse  repurchase  agreements  only to satisfy
unusually heavy redemption requests or for other temporary or emergency purposes
without the necessity of selling portfolio securities.
    

     Generally,  a reverse repurchase  agreement enables the Fund to recover for
the term of the reverse repurchase agreement all or most of the cash invested in
the portfolio  securities sold and to keep the interest  income  associated with
those  portfolio  securities.  Such  transactions  are only  advantageous if the
interest cost to the Fund of the reverse repurchase transaction is less than the
cost of obtaining the cash otherwise.  In addition,  interest costs on the money
received in a reverse repurchase agreement may exceed the return received on the
investments made by a Fund with those monies.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES

     Each Fund may purchase  securities  on a  when-issued  or delayed  delivery
basis. A Fund will enter into such  transactions  only when it has the intention
of actually  acquiring the  securities.  To facilitate  such  acquisitions,  the
Funds'  custodian will segregate cash or high quality liquid assets in an amount
at least equal to such commitments. On delivery dates for such transactions, the
Fund  will  meet  its  obligations  from  maturities,  sales  of the  segregated
securities or from other available sources of cash. If a Fund chooses to dispose
of the right to acquire a  when-issued  security  prior to its  acquisition,  it
could, as with the disposition of any other portfolio  obligation,  incur a gain
or loss due to market  fluctuation.  At the time a Fund makes the  commitment to
purchase  securities on a when-issued or delayed  delivery basis, it will record
the  transaction  as a  purchase  and  thereafter  reflect  the  value  of  such
securities in determining its net asset value.

INVESTMENT COMPANY SECURITIES

   
     From time to time,  the Funds may invest in securities of other  investment
companies.  The Funds are subject to the  provisions of Section  12(d)(1) of the
1940 Act.
    

MUNICIPAL LEASES

     Janus Money Market Fund and Janus  Tax-Exempt  Money Market Fund may invest
in municipal leases. Municipal leases frequently have special risks not normally
associated  with general  obligation or revenue  bonds.  Leases and  installment
purchase or conditional  sale contracts (which normally provide for title to the
leased  asset to pass  eventually  to the  government  issuer) have evolved as a
means for governmental issuers to acquire property and equipment without meeting
the  constitutional  and statutory  requirements  for the issuance of debt.  The
debt-issuance limitations of many state constitutions and statutes are deemed to
be  inapplicable  because  of the  inclusion  in many  leases  or  contracts  of
"non-appropriation"  clauses that provide  that the  governmental  issuer has no
obligation to make future  payments under the lease or contract  unless money is
appropriated for such purpose by the appropriate legislative body on a yearly or
other periodic  basis. A Fund will only purchase  municipal  leases subject to a
non-appropriation  clause when the payment of principal and accrued  interest is
backed by an unconditional  irrevocable letter of credit, or guarantee of a bank
or other  entity  that meets the  criteria  described  in the  Prospectus  under
"Taxable Investments."

     In evaluating municipal lease obligations, Janus Capital will consider such
factors  as it deems  appropriate,  including:  (a)  whether  the  lease  can be
canceled;  (b) the  ability  of the  lease  obligee  to  direct  the sale of the
underlying assets; (c) the general  creditworthiness  of the lease obligor;  (d)
the likelihood that the municipality will discontinue  appropriating funding for
the leased property in the event such property is no longer considered essential
by the municipality; (e) the legal recourse of the lease obligee in the event of
such a failure to appropriate  funding;  (f) whether the security is backed by a
credit enhancement such as insurance;  and (g) any limitations which are imposed
on the lease obligor's ability to utilize substitute  property or services other
than  those  covered  by the  lease  obligation.  If a  lease  is  backed  by an
unconditional letter of credit or other unconditional


                                       6
<PAGE>
credit enhancement, then Janus Capital may determine that a lease is an eligible
security solely on the basis of its evaluation of the credit enhancement.

     Municipal leases, like other municipal debt obligations, are subject to the
risk of non-payment.  The ability of issuers of municipal  leases to make timely
lease payments may be adversely  impacted in general  economic  downturns and as
relative  governmental cost burdens are allocated and reallocated among federal,
state and local governmental units. Such non-payment would result in a reduction
of income to the  Funds,  and could  result in a  reduction  in the value of the
municipal lease  experiencing  non-payment  and a potential  decrease in the net
asset value of a Fund.

PERFORMANCE DATA

     A Fund may  provide  current  annualized  and  effective  annualized  yield
quotations based on its daily dividends.  These quotations may from time to time
be used in  advertisements,  shareholder  reports  or  other  communications  to
shareholders.  All performance  information supplied by the Funds in advertising
is historical and is not intended to indicate future returns.

     In performance advertising, the Funds may compare their Shares' performance
information  with data published by independent  evaluators such as Morningstar,
Inc.,  Lipper Analytical  Services,  Inc., or  CDC/Wiesenberger,  IBC/Donoghue's
Money Fund Report or other companies  which track the investment  performance of
investment  companies  ("Fund Tracking  Companies").  The Funds may also compare
their Shares' performance  information with the performance of recognized stock,
bond and other  indices,  including but not limited to the Municipal Bond Buyers
Indices,  the Salomon Brothers Bond Index, the Lehman Bond Index, the Standard &
Poor's 500 Composite Stock Price Index, the Dow Jones Industrial  Average,  U.S.
Treasury  bonds,  bills or notes and  changes  in the  Consumer  Price  Index as
published by the U.S.  Department  of  Commerce.  The Funds may refer to general
market  performance  over past time periods such as those  published by Ibbotson
Associates (for instance,  its "Stocks,  Bonds, Bills and Inflation  Yearbook").
The Funds may also refer in such materials to mutual fund  performance  rankings
and other data published by Fund Tracking Companies. Performance advertising may
also refer to  discussions  of the Funds and  comparative  mutual  fund data and
ratings  reported in independent  periodicals,  such as newspapers and financial
magazines. The Funds may also compare the Shares' yield to those of certain U.S.
Treasury obligations or other money market instruments.

     Any current yield quotation of the Shares which is used in such a manner as
to be subject to the provisions of Rule 482(d) under the Securities Act of 1933,
as amended, shall consist of an annualized historical yield, carried at least to
the nearest  hundredth of one percent,  based on a specific  seven  calendar day
period.  Current  yield shall be calculated  by (a)  determining  the net change
during a seven calendar day period in the value of a hypothetical account having
a balance of one Share at the  beginning  of the period,  (b)  dividing  the net
change by the value of the  account at the  beginning  of the period to obtain a
base  period  return,   and  (c)   multiplying  the  quotient  by  365/7  (i.e.,
annualizing). For this purpose, the net change in account value will reflect the
value of additional  Shares  purchased with  dividends  declared on the original
Share and dividends  declared on both the original Share and any such additional
Shares,  but will not  reflect  any  realized  gains or losses  from the sale of
securities  or  any  unrealized   appreciation   or  depreciation  on  portfolio
securities.  In addition,  the Shares may advertise  effective yield quotations.
Effective yield quotations are calculated by adding 1 to the base period return,
raising the sum to a power  equal to 365/7,  and  subtracting  1 from the result
(i.e., compounding).

     Janus  Tax-Exempt  Money Market Fund's tax equivalent  yield is the rate an
investor  would have to earn from a fully  taxable  investment in order to equal
such Shares' yield after taxes. Tax equivalent yields are calculated by dividing
Janus  Tax-Exempt  Money Market Fund's yield by one minus the stated  federal or
combined  federal and state tax rate.  If only a portion of the Shares' yield is
tax-exempt, only that portion is adjusted in the calculation.

     The  current  yield  and  effective  yield  for  the  Investor  Shares  and
Institutional  Shares of the Funds for the seven day period  ended  October  31,
1996 are shown below. The Service Shares had not yet commenced  operations as of
October 31, 1996.  The  performance  of the Service Shares is expected to differ
from that of the classes  listed below because the Service Shares are subject to
different fees and expenses.

                                            Seven-day              Effective
Fund Name                                     Yield             Seven-day Yield
- --------------------------------------------------------------------------------
Janus Money Market Fund
     Investor Shares                          5.01%                  5.14%
     Institutional Shares                     5.41%                  5.56%
Janus Government Money Market Fund
     Investor Shares                          4.90%                  5.02%
     Institutional Shares                     5.29%                  5.43%
Janus Tax-Exempt Money Market Fund*
     Investor Shares                          3.25%                  3.30%
     Institutional Shares                     3.70%                  3.77%
- --------------------------------------------------------------------------------
*Janus  Tax-Exempt  Money  Market  Fund tax  equivalent  yield for the seven day
period ended  October 31, 1996 was 4.51% for the  Investor  Shares and 5.14% for
the Institutional Shares.


                                       7
<PAGE>
     Although  published yield information is useful to investors in reviewing a
Fund's  performance,  investors should be aware that the Fund's yield fluctuates
from  day to day and  that the  Fund's  yield  for any  given  period  is not an
indication or  representation by the Fund of future yields or rates of return on
the Shares. Also, Financial  Institutions may charge their customers direct fees
in  connection  with an  investment  in a Fund,  which  will have the  effect of
reducing  the  Fund's net yield to those  shareholders.  The yield on a class of
Shares  is not  fixed or  guaranteed,  and an  investment  in the  Shares is not
insured.  Accordingly,  yield information may not necessarily be used to compare
Shares with investment alternatives which, like money market instruments or bank
accounts, may provide a fixed rate of interest. In addition, because investments
in the  Funds  are not  insured  or  guaranteed,  yield  on the  Shares  may not
necessarily be used to compare the Shares with investment alternatives which are
insured or guaranteed.

DETERMINATION OF NET ASSET VALUE

     Pursuant  to the  rules of the  Securities  and  Exchange  Commission,  the
Trustees have established procedures to stabilize each Fund's net asset value at
$1.00  per  Share.  These  procedures  include  a review  of the  extent  of any
deviation  of net asset  value per  Share as a result  of  fluctuating  interest
rates,  based on available  market rates,  from the Fund's $1.00  amortized cost
price per Share.  Should  that  deviation  exceed 1/2 of 1%, the  Trustees  will
consider  whether any action should be initiated to eliminate or reduce material
dilution  or other  unfair  results to  shareholders.  Such  action may  include
redemption of Shares in kind,  selling  portfolio  securities prior to maturity,
reducing or  withholding  dividends and utilizing a net asset value per Share as
determined by using available  market  quotations.  Each Fund i) will maintain a
dollar-weighted  average  portfolio  maturity  of 90 days or less;  ii) will not
purchase  any  instrument  with a remaining  maturity  greater  than 397 days or
subject to a  repurchase  agreement  having a duration of greater than 397 days;
iii) will limit portfolio investments, including repurchase agreements, to those
U.S.  dollar-denominated  instruments that Janus Capital has determined  present
minimal credit risks pursuant to procedures established by the Trustees; and iv)
will comply with certain reporting and recordkeeping  procedures.  The Trust has
also established  procedures to ensure that portfolio securities meet the Funds'
high quality criteria.

INVESTMENT ADVISER AND ADMINISTRATOR

   
     As stated in the Prospectus, each Fund has an Investment Advisory Agreement
with Janus Capital,  100 Fillmore  Street,  Denver,  Colorado  80206-4928.  Each
Advisory  Agreement  provides that Janus Capital will furnish  continuous advice
and  recommendations  concerning  the  Funds'  investments.  The Funds have each
agreed to  compensate  Janus  Capital for its  advisory  services by the monthly
payment of an advisory  fee at the annual rate of .20% of the average  daily net
assets of each  Fund.  However,  Janus  Capital  has agreed to waive .10% of the
value of each Fund's average daily net assets of the advisory fee. Janus Capital
may modify or terminate  the waiver at any time upon at least 90 days' notice to
the Trustees. In addition, the Funds pay brokerage commissions or dealer spreads
and other expenses in connection with the execution of portfolio transactions.
    

     The following table  summarizes the advisory fees paid by the Funds for the
fiscal years ended October 31:

<TABLE>
                                                      1996                               1995
                                                  Advisory         Advisory          Advisory          Advisory
                                                 Fees Prior       Fees After        Fees Prior        Fees After
Fund Name                                         to Waiver         Waiver           to Waiver          Waiver
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>              <C>                <C>               <C>
Janus Money Market Fund                          $3,101,530       $1,550,765         $874,302          $437,151
Janus Government Money Market Fund               $  330,914       $  165,457         $151,606          $ 75,803
Janus Tax-Exempt Money Market Fund               $  140,898       $   70,449         $ 82,622          $ 41,311
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

   
     On  behalf  of the  Shares,  each of the  Funds  has also  entered  into an
Administration   Agreement   with  Janus   Capital.   Under  the  terms  of  the
Administration  Agreements,  each of the Funds has  agreed to  compensate  Janus
Capital for  administrative  services at the annual rate of .40% of the value of
the  average  daily net  assets of the Shares for  certain  services,  including
custody, transfer agent fees and expenses, legal fees not related to litigation,
accounting  expenses,   net  asset  value  determination  and  fund  accounting,
recordkeeping,  and blue sky registration and monitoring services,  registration
fees, expenses of shareholders'  meetings and reports to shareholders,  costs of
preparing,  printing  and mailing the Shares'  Prospectuses  and  Statements  of
Additional  Information  to current  shareholders,  and other costs of complying
with  applicable  laws  regulating the sale of Shares.  Each Fund will pay those
expenses not assumed by Janus Capital,  including  interest and taxes,  fees and
expenses of Trustees who are not affiliated  with Janus Capital,  audit fees and
expenses,  and extraordinary  costs. Janus Capital has agreed to waive a portion
of the  administration  fee, and  accordingly the effective rate for calculating
the administration fee payable by the Shares will be .30% for that period. Janus
Capital may  terminate  the waiver at any time upon at least 90 days'  notice to
the Trustees.
    

     Janus  Capital  may  use  all or a  portion  of its  administration  fee to
compensate Financial Institutions for providing administrative services to their
customers  who invest in the Shares.  The types of services  that the  Financial
Institutions  would provide include  serving as the sole  shareholder of record,
shareholder  recordkeeping,  processing and aggregating  purchase and redemption
transactions,  providing periodic statements, forwarding shareholder reports and
other materials,  and providing other similar services that the Funds would have
to perform if they were dealing directly with the beneficial owners, rather than
the Financial Institutions, as shareholders of record.


                                       8
<PAGE>
     The Advisory  Agreements for each Fund became effective on December 9, 1994
and will  continue in effect until June 16, 1997,  and  thereafter  from year to
year so long as such  continuance  is  approved  annually  by a majority  of the
Trustees who are not parties to the Advisory Agreements or interested persons of
any such party, and by either a majority of the Funds' outstanding voting shares
or the  Trustees.  Each  Advisory  Agreement  i) may be  terminated  without the
payment of any penalty by any Fund or Janus Capital on 60 days' written  notice;
ii) terminates automatically in the event of its assignment; and iii) generally,
may not be amended  without the  approval  of a majority of the  Trustees of the
affected  Fund,  including the Trustees who are not  interested  persons of that
Fund or Janus Capital and, to the extent required by the 1940 Act, the vote of a
majority of the outstanding voting securities of that Fund.

     Janus Capital also performs  investment  advisory services for other mutual
funds,  and for  individual,  charitable,  corporate  and  retirement  accounts.
Investment  decisions for each account  managed by Janus Capital,  including the
Funds, are made independently from those for any other account that is or may in
the future become managed by Janus Capital or its  affiliates.  If,  however,  a
number of accounts managed by Janus Capital are contemporaneously engaged in the
purchase or sale of the same security,  the orders may be aggregated  and/or the
transactions  may be  averaged  as to  price  and  allocated  equitably  to each
account.  In some cases,  this policy might  adversely  affect the price paid or
received by an account or the size of the position obtained or liquidated for an
account.  Pursuant to an exemptive order granted by the SEC, the Funds and other
funds advised by Janus Capital may also transfer daily  uninvested cash balances
into one or more joint trading  accounts.  Assets in the joint trading  accounts
are invested in money market  instruments  and the proceeds are allocated to the
participating funds on a pro rata basis.

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

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

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

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

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

CUSTODIAN, TRANSFER AGENT AND CERTAIN AFFILIATIONS

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

     Janus  Service  Corporation  ("Janus  Service"),  P.O. Box 173375,  Denver,
Colorado 80217-3375,  a wholly-owned  subsidiary of Janus Capital, is the Funds'
transfer   agent.   In  addition,   Janus   Service   provides   certain   other
administrative,  recordkeeping and shareholder  relations services to the Funds.
The Funds do not pay Janus Service a fee.

     Janus  Distributors,  Inc.  ("Janus  Distributors"),  100 Fillmore  Street,
Denver,  Colorado 80206-4928,  a wholly-owned  subsidiary of Janus Capital, is a
distributor of the Funds.  Janus  Distributors  is registered as a broker-dealer
under the Securities  Exchange Act of 1934 (the "Exchange  Act") and is a member
of the National Association of Securities Dealers,  Inc. Janus Distributors acts
as the agent of the  Funds in  connection  with the sale of their  shares in all
states in which the shares are  registered  and in which Janus  Distributors  is
qualified  as  a  broker-dealer.   Under  the  Distribution   Agreement,   Janus
Distributors  continuously  offers the Funds'  shares and accepts  orders at net
asset value.  No sales  charges are paid by investors.  Promotional  expenses in
connection with offers and sales of shares are paid by Janus Capital.

     Janus  Capital also may make  payments to selected  broker-dealer  firms or
institutions  which were instrumental in the acquisition of shareholders for the
Funds or which  performed  services with respect to  shareholder  accounts.  The
minimum


                                       9
<PAGE>
aggregate size required for  eligibility  for such payments,  and the factors in
selecting the  broker-dealer  firms and institutions to which they will be made,
are determined from time to time by Janus Capital.

PORTFOLIO TRANSACTIONS AND BROKERAGE

     Decisions  as to the  assignment  of  portfolio  business for the Funds and
negotiation of its commission rates are made by Janus Capital whose policy is to
obtain the "best execution" (prompt and reliable execution at the most favorable
security price) of all portfolio transactions.

     In  selecting  brokers and dealers and in  negotiating  commissions,  Janus
Capital  considers a number of  factors,  including  but not  limited to:  Janus
Capital's knowledge of currently available negotiated commission rates or prices
of  securities  currently  available and other current  transaction  costs;  the
nature of the security being traded;  the size and type of the transaction;  the
nature and  character  of the markets for the  security to be purchased or sold;
the desired  timing of the trade;  the  activity  existing  and  expected in the
market  for  the  particular  security;  confidentiality;  the  quality  of  the
execution,  clearance and settlement services; financial stability of the broker
or dealer;  the  existence  of actual or  apparent  operational  problems of any
broker or dealer; and research products or services provided.  In recognition of
the  value  of  the  foregoing  factors,   Janus  Capital  may  place  portfolio
transactions  with a broker or dealer with whom it has  negotiated  a commission
that is in excess of the commission  another broker or dealer would have charged
for effecting that  transaction  if Janus Capital  determines in good faith that
such  amount  of  commission  was  reasonable  in  relation  to the value of the
brokerage  and  research  provided by such  broker or dealer  viewed in terms of
either that particular  transaction or of the overall  responsibilities of Janus
Capital.  These research and other services may include, but are not limited to,
general  economic and security  market  reviews,  industry and company  reviews,
evaluations  of  securities,  recommendations  as to the  purchase  and  sale of
securities  and access to third  party  publications,  computer  and  electronic
equipment   and  software.   Research   received  from  brokers  or  dealers  is
supplemental to Janus Capital's own research efforts.

   
     For the fiscal year ended October 31, 1996, the total brokerage commissions
paid by the  Funds  to  brokers  and  dealers  in  transactions  identified  for
execution  primarily on the basis of research and other services provided to the
Funds are summarized below:

Fund Name                                Commissions                Transactions
- --------------------------------------------------------------------------------
Janus Money Market Fund                    $4,851                   $400,000,000
Janus Government Money Market Fund         $0                       $0
Janus Tax-Exempt Money Market Fund         $0                       $0
- --------------------------------------------------------------------------------
    

     For the fiscal years ended October 31, 1996 and October 31, 1995, the total
brokerage commissions paid by the Funds are summarized below:

Fund Name                                1996                       1995
- --------------------------------------------------------------------------------
   
Janus Money Market Fund                  $4,851                     $0
Janus Government Money Market Fund       $0                         $0
Janus Tax-Exempt Money Market Fund       $0                         $0
    
- --------------------------------------------------------------------------------

   
     The Funds generally buy and sell securities in principal  transactions,  in
which no commissions  are paid.  However,  the Funds may engage an agent and pay
commissions for such  transactions if Janus Capital believes that the net result
of the transaction to the respective Fund will be no less favorable than that of
contemporaneously available principal transactions.
    

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

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

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


                                       10
<PAGE>
   
     As of October 31, 1996,  certain  Funds owned  securities  of their regular
broker-dealers (or parents), as shown below:

<TABLE>
Fund Name                                   Name of Broker-Dealer                    Value of Securities Owned
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                                            <C>
Janus Money Market Fund                     Banker's Trust Securities Corporation          $197,480,000
                                            J. P. Morgan and Company                       $268,000,000
                                            Lehman Brothers                                $200,000,000
                                            Goldman, Sachs and Company                     $140,000,000
Janus Government Money Market Fund          Goldman, Sachs and Company                     $ 11,900,000
                                            HSBC Securities, Inc.                          $ 40,000,000
                                            Nationsbanc Capital Markets                    $ 27,700,000
    
</TABLE>


OFFICERS AND TRUSTEES

     The  following  are the names of the  Trustees  and  officers of the Trust,
together with a brief description of their principal occupations during the last
five years.

Thomas H. Bailey*# - Trustee, Chairman and President
100 Fillmore Street
Denver, CO 80206-4928
     Trustee,  Chairman and  President of Janus Aspen  Series.  Chairman,  Chief
     Executive  Officer,  Director and President of Janus Capital.  Chairman and
     Director of IDEX Management,  Inc., Largo, Florida (50% subsidiary of Janus
     Capital and investment adviser to a group of mutual funds) ("IDEX").

James P. Craig, III*# - Trustee
100 Fillmore Street
Denver, CO 80206-4928
   
     Trustee  and  Executive  Vice  President  of  Janus  Aspen  Series.   Chief
     Investment Officer, Vice President and Director of Janus Capital. Executive
     Vice President and Portfolio Manager of Janus Fund and Janus Venture Fund.
    

Sharon S. Pichler* - Executive Vice President
100 Fillmore Street
Denver, CO 80206-4928
     Executive Vice President and Portfolio  Manager of Janus Money Market Fund,
     Janus  Tax-Exempt Money Market Fund and Janus Government Money Market Fund.
     Vice  President of Janus  Capital.  Formerly,  Assistant Vice President and
     Portfolio Manager at USAA Investment Management Co. (1990-1994).

David C. Tucker* - Vice President and General Counsel
100 Fillmore Street
Denver, CO 80206-4928
     Vice President and General  Counsel of Janus Aspen Series.  Vice President,
     Secretary and General  Counsel of Janus Capital.  Vice  President,  General
     Counsel and  Director of Janus  Service and Janus  Distributors.  Director,
     Vice President and Secretary of Janus Capital International Ltd.

Steven R. Goodbarn* - Vice President and Chief Financial Officer
100 Fillmore Street
Denver, CO 80206-4928
     Vice  President and Chief  Financial  Officer of Janus Aspen  Series.  Vice
     President  of  Finance,  Treasurer  and Chief  Financial  Officer  of Janus
     Service,  Janus Distributors and Janus Capital.  Director of IDEX and Janus
     Distributors.  Director,  Treasurer and Vice  President of Finance of Janus
     Capital  International  Ltd.  Formerly (1979 to 1992),  with the accounting
     firm of Price  Waterhouse  LLP,  Denver,  Colorado.  Formerly  (1992-1996),
     Treasurer of Janus Investment Fund and Janus Aspen Series.

Glenn P. O'Flaherty* - Treasurer and Chief Accounting Officer
100 Fillmore Street
Denver, CO 80206-4928
     Treasurer and Chief Accounting  Officer of Janus Aspen Series.  Director of
     Fund Accounting of Janus Capital.




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


                                       11
<PAGE>
Kelley Abbott Howes* - Secretary
100 Fillmore Street
Denver, CO 80206-4928
     Secretary  of Janus  Aspen  Series.  Associate  Counsel  of Janus  Capital.
     Formerly (1990 to 1994),  with The Boston Company  Advisors,  Inc.,  Boston
     Massachusetts (mutual fund administration services).

   
John W. Shepardson#+ - Trustee
    
P.O. Box 9591
Denver, CO 80209
     Trustee of Janus Aspen Series. Historian.

William D. Stewart# - Trustee
5330 Sterling Drive
Boulder, CO 80302
     Trustee of Janus  Aspen  Series.  President  of HPS  Corporation,  Boulder,
     Colorado (manufacturer of vacuum fittings and valves).

Gary O. Loo - Trustee
102 N. Cascade Avenue, Suite 500
Colorado Springs, CO 80903
     Trustee of Janus  Aspen  Series.  President  and a Director  of High Valley
     Group, Inc., Colorado Springs, Colorado (investments).

Dennis B. Mullen - Trustee
1601 114th Avenue, SE
Alderwood Building, Suite 130
Bellevue, WA 98004
     Trustee of Janus Aspen Series.  President and Chief Executive Officer of BC
     Northwest, L.P., a franchise of Boston Chicken, Inc., Bellevue,  Washington
     (restaurant chain). Formerly (1982 to 1993), Chairman,  President and Chief
     Executive  Officer  of  Famous  Restaurants,   Inc.,  Scottsdale,   Arizona
     (restaurant chain).

Martin H. Waldinger - Trustee
4940 Sandshore Court
San Diego, CA 92130
     Trustee of Janus  Aspen  Series.  Private  Consultant  and  Director of Run
     Technologies,  Inc., a software  development firm, San Carlos,  California.
     Formerly  (1989  to  1993),   President  and  Chief  Executive  Officer  of
     Bridgecliff  Management  Services,  Campbell,   California  (a  condominium
     association management company).

   
James T. Rothe - Trustee
102 South Tejon Street, Suite 1100
Colorado Springs, CO 80903
     Trustee  of Janus  Aspen  Series.  Professor  of  Business,  University  of
     Colorado,  Colorado Springs,  Colorado.  Principal,  Phillips-Smith  Retail
     Group,  Colorado  Springs,  Colorado  (a venture  capital  firm).  Formerly
     (1986-1994),  Dean of the  College of  Business,  University  of  Colorado,
     Colorado Springs, Colorado.
    

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

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

     The Money Market Funds Committee,  consisting of Messrs. Craig, Shepardson,
Loo and Waldinger,  monitors the compliance with policies and procedures adopted
particularly for money market funds.




- --------------------------------------------------------------------------------
* Interested person of the Trust and of Janus Capital.
# Member of the Trust's Executive Committee.
   
+ Effective March 31, 1997, Mr. Shepardson will retire as Trustee.
    


                                       12

<PAGE>
   
     The following table shows the aggregate  compensation earned by and paid to
each  Trustee  by the  Funds  described  in this SAI and all funds  advised  and
sponsored by Janus  Capital  (collectively,  the "Janus  Funds") for the periods
indicated.  None of the Trustees receive any pension or retirement benefits from
the Funds or the Janus Funds.
    

<TABLE>
                                             Aggregate Compensation              Total Compensation from the
                                         from the Funds for fiscal year        Janus Funds for calendar year
Name of Person, Position                     ended October 31, 1996               ended December 31, 1996**
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                                   <C>
   
Thomas H. Bailey, Chairman*                          $0                                    $0
James P. Craig, III, Trustee*                        $0                                    $0
John W. Shepardson, Trustee                          $2,670                                $73,000
William D. Stewart, Trustee                          $1,291                                $70,000
Gary O. Loo, Trustee                                 $4,049                                $70,000
Dennis B. Mullen, Trustee                            $1,291                                $67,000
Martin H. Waldinger, Trustee                         $4,049                                $73,000
James T. Rothe+                                      $0                                    $0
    
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*    An  interested  person of the Funds and of Janus  Capital.  Compensated  by
     Janus Capital and not the Funds.
**   As of December 31, 1996, Janus Funds consisted of two registered investment
     companies comprised of a total of 29 funds.
   
+    Mr. Rothe began serving as Trustee on January 1, 1997.
    

PURCHASE OF SHARES

     As stated in the  Prospectus,  Janus  Distributors  is a distributor of the
Funds' shares. Shares are sold at the net asset value per share as determined at
the close of the regular  trading  session of the New York Stock  Exchange  (the
"NYSE" or the "Exchange")  next occurring after a purchase order is received and
accepted by a Fund.  A Fund's net asset value is  calculated  each day that both
the NYSE and the New York  Federal  Reserve  Bank are  open.  As  stated  in the
Prospectus,  the Funds each seek to  maintain a stable net asset value per share
of $1.00. The  Shareholder's  Guide Section of the Prospectus  contains detailed
information about the purchase of Shares.

REDEMPTIONS OF SHARES

     Redemptions,  like  purchases,  may  only be  effected  through  the  trust
accounts,  cash management  programs and similar programs of participating banks
and financial institutions.  Shares normally will be redeemed for cash, although
each  Fund  retains  the  right to  redeem  its  shares  in kind  under  unusual
circumstances,  in order to protect the interests of remaining shareholders,  by
delivery of securities selected from its assets at its discretion.  However, the
Funds are governed by Rule 18f-1 under the 1940 Act, which requires each Fund to
redeem  shares  solely in cash up to the lesser of  $250,000 or 1% of the NAV of
that Fund during any 90-day period for any one shareholder.  Should  redemptions
by any  shareholder  exceed  such  limitation,  a Fund will  have the  option of
redeeming  the excess in cash or in kind.  If shares are  redeemed in kind,  the
redeeming  shareholder  generally will incur  brokerage  costs in converting the
assets to cash.  The method of valuing  securities  used to make  redemptions in
kind will be the same as the method of valuing  portfolio  securities  described
under "Shares of the Trust" and such  valuation will be made as of the same time
the redemption price is determined.

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

SHAREHOLDER ACCOUNTS

     Detailed  information about the general procedures for shareholder accounts
is set forth in the Prospectus. Applications to open accounts may be obtained by
calling or writing your Financial Institution.

DIVIDENDS AND TAX STATUS

     Dividends  representing  substantially all of the net investment income and
any net realized  gains on sales of securities  are declared  daily,  Saturdays,
Sundays and holidays included,  and distributed on the last business day of each
month. If a month begins on a Saturday,  Sunday or holiday,  dividends for those
days are declared at the end of the preceding month and distributed on the first
business day of the month. A shareholder may receive dividends via wire transfer
or may choose to have dividends automatically  reinvested in a Fund's Shares. As
described in the  Prospectus,  Shares  purchased by wire on a bank  business day
will receive that day's dividend if the purchase is effected at or prior to 3:00
p.m.  (New York time) for Janus  Money  Market Fund and Janus  Government  Money
Market Fund and 12:00 p.m.  (New York time) for Janus  Tax-Exempt  Money  Market
Fund.  Otherwise,


                                       13
<PAGE>
such  Shares  will  begin to accrue  dividends  on the first bank  business  day
following  receipt of the  order.  Requests  for  redemption  of Shares  will be
redeemed at the next  determined  net asset value.  Redemption  requests made by
wire that are received prior to 3:00 p.m. (New York time) for Janus Money Market
Fund and Janus  Government  Money Market Fund and 12:00 p.m. (New York time) for
Janus  Tax-Exempt  Money Market Fund will result in Shares being  redeemed  that
day.  Proceeds of such a redemption  will normally be sent to the  predesignated
bank account on that day, but that day's dividend will not be received.  Closing
times for purchase and redemption of Shares may be changed for days in which the
bond market or the New York Stock Exchange close early.

     Distributions  for all of the Funds (except Janus  Tax-Exempt  Money Market
Fund) are  taxable  income and are  subject to federal  income tax  (except  for
shareholders  exempt from income tax),  whether such  distributions are received
via wire  transfer or are  reinvested  in additional  Shares.  Full  information
regarding the tax status of income dividends and any capital gains distributions
will be mailed to  shareholders  for tax  purposes on or before  January 31st of
each year.  As described in detail in the  Prospectus,  Janus  Tax-Exempt  Money
Market Fund anticipates that  substantially all income dividends it pays will be
exempt from federal income tax, although  dividends  attributable to interest on
taxable investments, together with distributions from any net realized short- or
long-term capital gains, are taxable.

     The Funds intend to qualify as regulated investment companies by satisfying
certain requirements  prescribed by Subchapter M of the Internal Revenue Code of
1986.

     Some money market  securities  employ a trust or other similar structure to
modify the maturity, price characteristics,  or quality of financial assets. For
example,  put  features  can be used to modify the  maturity of a  security,  or
interest rate adjustment features can be used to enhance price stability. If the
structure does not perform as intended,  adverse tax or investment  consequences
may  result.  Neither the  Internal  Revenue  Service  nor any other  regulatory
authority has ruled definitively on certain legal issues presented by structured
securities. Future tax or other regulatory determinations could adversely affect
the  value,  liquidity,  or tax  treatment  of the  income  received  from these
securities or the nature and timing of distributions made by a portfolio.

PRINCIPAL SHAREHOLDERS

   
     As of January 20, 1997,  the Fund's  officers and Trustees as a group owned
less than 1% of the outstanding  Shares. In addition,  no financial  institution
owned more than 5% of the outstanding Shares as of the same date.
    

MISCELLANEOUS INFORMATION

     Each Fund is a series of the Trust, a Massachusetts Business Trust that was
created on February 11,  1986.  The Trust is an open-end  management  investment
company  registered  under the 1940 Act.  As of the date of this SAI,  the Trust
consists of 19 separate series,  three of which currently offer three classes of
Shares.  The Funds were added to the Trust as  separate  series on  December  9,
1994.

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

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

SHARES OF THE TRUST

     The  Trust  is  authorized  to issue  an  unlimited  number  of  shares  of
beneficial  interest  with a par value of one cent per share for each  series of
the Trust. Shares of each Fund are fully paid and nonassessable when issued. All
shares of a Fund  participate  equally in dividends and other  distributions  by
such  Fund,  and in  residual  assets of that Fund in the event of  liquidation.
Shares of each Fund have no preemptive, conversion or subscription rights.

     The Trust is authorized to issue multiple  classes of shares for each Fund.
Currently, Janus Money Market Fund, Janus Government Money Market Fund and Janus
Tax-Exempt  Money  Market  Fund each offer  three  classes of shares by separate
prospectuses.  The  Shares  discussed  in this  SAI  are  offered  only  through
Financial  Institutions that meet minimum investment  requirements in connection
with trust accounts,  cash management  programs and similar programs provided to
their customers.  A second class of shares,  Institutional Shares, is offered to
individual,  institutional  and  corporate  clients and  foundations  and trusts
meeting certain minimum investment criteria.  A third class of shares,  Investor
Shares, is offered to the general public.


                                       14
<PAGE>
VOTING RIGHTS

   
     The present Trustees were elected at a meeting of the Trust's  shareholders
held on July 10,  1992,  with the  exception of Mr. Craig and Mr. Rothe who were
appointed by the Trustees as of June 30, 1995 and January 1, 1997, respectively.
Under the  Declaration of Trust,  each Trustee will continue in office until the
termination  of  the  Trust  or  his  earlier  death,  resignation,  bankruptcy,
incapacity or removal.  Vacancies  will be filled by a majority of the remaining
Trustees,  subject to the 1940 Act. Therefore,  no annual or regular meetings of
shareholders normally will be held, unless otherwise required by the Declaration
of Trust or the 1940 Act. Subject to the foregoing,  shareholders have the power
to vote to elect or remove  Trustees,  to terminate or reorganize their Fund, to
amend the Declaration of Trust, to bring certain  derivative  actions and on any
other  matters on which a  shareholder  vote is  required  by the 1940 Act,  the
Declaration of Trust, the Trust's Bylaws or the Trustees.
    

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

INDEPENDENT ACCOUNTANTS

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

REGISTRATION STATEMENT

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

FINANCIAL STATEMENTS

     The following audited financial  statements of the Institutional Shares and
Investor  Shares of the Funds for the period  ended  October 31, 1996 are hereby
incorporated  by reference to the Funds' Annual Report dated October 31, 1996. A
copy of such report accompanies this SAI.

DOCUMENTS INCORPORATED BY REFERENCE TO THE ANNUAL REPORT

     Schedules of Investments as of October 31, 1996

     Statements of Operations for the period ended October 31, 1996

     Statements of Assets and Liabilities as of October 31, 1996

     Statements  of Changes in Net Assets for the periods ended October 31, 1996
     and October 31, 1995

     Financial  Highlights for Investor Shares for the fiscal year ended October
     31, 1996 and the fiscal period February 15, 1995 to October 31, 1995

     Financial  Highlights  for  Institutional  Shares for the fiscal year ended
     October 31, 1996 and the fiscal period April 17, 1995 to October 31, 1995

     Notes to Financial Statements

     The portions of such Annual Report that are not  specifically  listed above
are not  incorporated  by  reference  into  this  SAI  and  are not  part of the
Registration Statement.


                                       15
<PAGE>
APPENDIX A
DESCRIPTION OF SECURITIES RATINGS

MOODY'S AND STANDARD & POOR'S

MUNICIPAL AND CORPORATE BONDS AND MUNICIPAL LOANS

     The two highest ratings of Standard & Poor's Ratings  Services  ("S&P") for
municipal and  corporate  bonds are AAA and AA. Bonds rated AAA have the highest
rating assigned by S&P to a debt obligation.  Capacity to pay interest and repay
principal is extremely strong. Bonds rated AA have a very strong capacity to pay
interest and repay  principal and differ from the highest rated issues only in a
small  degree.  The AA rating may be modified  by the  addition of a plus (+) or
minus (-) sign to show relative standing within that rating category.

     The two highest ratings of Moody's Investors Service,  Inc. ("Moody's") for
municipal  and  corporate  bonds are Aaa and Aa.  Bonds  rated Aaa are judged by
Moody's  to be of the best  quality.  Bonds  rated Aa are  judged  to be of high
quality by all  standards.  Together with the Aaa group,  they comprise what are
generally  known as  high-grade  bonds.  Moody's  states that Aa bonds are rated
lower than the best bonds because  margins of protection or other  elements make
long-term risks appear  somewhat larger than Aaa securities.  The generic rating
Aa may be modified by the  addition  of the  numerals 1, 2 or 3. The  modifier 1
indicates that the security  ranks in the higher end of the Aa rating  category;
the modifier 2 indicates a mid-range ranking;  and the modifier 3 indicates that
the issue ranks in the lower end of such rating category.

SHORT TERM MUNICIPAL LOANS

     S&P's highest  rating for  short-term  municipal  loans is SP-1. S&P states
that short-term  municipal securities bearing the SP-1 designation have a strong
capacity  to pay  principal  and  interest.  Those  issues  rated SP-1 which are
determined to possess a very strong capacity to pay debt service will be given a
plus (+)  designation.  Issues  rated  SP-2 have  satisfactory  capacity  to pay
principal and interest with some vulnerability to adverse financial and economic
changes over the term of the notes.

     Moody's  highest rating for  short-term  municipal  loans is  MIG-1/VMIG-1.
Moody's states that short-term  municipal  securities rated  MIG-1/VMIG-1 are of
the best quality,  enjoying  strong  protection from  established  cash flows of
funds for their  servicing or from  established  and  broad-based  access to the
market for refinancing,  or both. Loans bearing the MIG-2/VMIG-2 designation are
of high quality,  with margins of protection  ample  although not so large as in
the MIG-1/VMIG-1 group.

OTHER SHORT-TERM DEBT SECURITIES

     Prime-1 and Prime-2  are the two  highest  ratings  assigned by Moody's for
other  short-term debt securities and commercial  paper, and A-1 and A-2 are the
two highest  ratings for  commercial  paper  assigned by S&P.  Moody's  uses the
numbers 1, 2 and 3 to denote relative strength within its highest classification
of Prime,  while S&P uses the  numbers  1, 2 and 3 to denote  relative  strength
within its highest  classification of A. Issuers rated Prime-1 by Moody's have a
superior  ability for repayment of senior  short-term debt  obligations and have
many  of  the   following   characteristics:   leading   market   positions   in
well-established   industries,   high   rates  of  return  on  funds   employed,
conservative  capitalization  structure with moderate reliance on debt and ample
asset protection,  broad margins in earnings coverage of fixed financial charges
and high internal cash  generation,  and well  established  access to a range of
financial  markets and assured  sources of alternate  liquidity.  Issuers  rated
Prime-2 by Moody's have a strong ability for repayment of senior short-term debt
obligations  and display many of the same  characteristics  displayed by issuers
rated Prime-1,  but to a lesser degree.  Issuers rated A-1 by S&P carry a strong
degree of safety regarding timely repayment.  Those issues determined to possess
extremely strong safety characteristics are denoted with a plus (+) designation.
Issuers rated A-2 by S&P carry a satisfactory  degree of safety regarding timely
repayment.

FITCH

F-1+    - Exceptionally  strong credit quality.  Issues assigned this rating are
          regarded  as having  the  strongest  degree of  assurance  for  timely
          payment.

F-1     - Very strong credit  quality.  Issues  assigned this rating  reflect an
          assurance for timely  payment only slightly less in degree than issues
          rated F-1+.

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


                                       16
<PAGE>
DUFF & PHELPS INC.

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

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

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

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

THOMSON BANKWATCH, INC.

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

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

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

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

IBCA, INC.

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

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

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

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

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


                                       17
<PAGE>
APPENDIX B
DESCRIPTION OF MUNICIPAL SECURITIES

     Municipal Notes generally are used to provide for short-term  capital needs
and usually have maturities of one year or less. They include the following:

     1. Project Notes, which carry a U.S.  government  guarantee,  are issued by
public bodies  (called  "local  issuing  agencies")  created under the laws of a
state, territory, or U.S. possession.  They have maturities that range up to one
year from the date of issuance. Project Notes are backed by an agreement between
the local  issuing  agency  and the  Federal  Department  of  Housing  and Urban
Development.  These  Notes  provide  financing  for a wide  range  of  financial
assistance  programs  for  housing,  redevelopment,  and related  needs (such as
low-income housing programs and renewal programs).

     2. Tax  Anticipation  Notes are issued to finance  working capital needs of
municipalities.  Generally,  they are issued in anticipation of various seasonal
tax revenues,  such as income,  sales,  use and business taxes,  and are payable
from these specific future taxes.

     3. Revenue Anticipation Notes are issued in expectation of receipt of other
types of revenues,  such as Federal revenues available under the Federal Revenue
Sharing Programs.

     4. Bond  Anticipation  Notes are issued to provide interim  financing until
long-term  financing can be arranged.  In most cases,  the long-term  bonds then
provide the money for the repayment of the Notes.

     5.  Construction  Loan  Notes are sold to provide  construction  financing.
After  successful  completion and acceptance,  many projects  receive  permanent
financing through the Federal Housing  Administration under the Federal National
Mortgage   Association  ("Fannie  Mae")  or  the  Government  National  Mortgage
Association ("Ginnie Mae").

     6.  Tax-Exempt  Commercial  Paper is a short-term  obligation with a stated
maturity  of 365 days or less.  It is  issued  by  agencies  of state  and local
governments to finance seasonal working capital needs or as short-term financing
in anticipation of longer term financing.

     Municipal  Bonds,  which meet longer term capital needs and generally  have
maturities   of  more  than  one  year  when   issued,   have  three   principal
classifications:

     1.  General  Obligation  Bonds  are  issued  by such  entities  as  states,
counties,   cities,  towns,  and  regional  districts.  The  proceeds  of  these
obligations  are  used  to  fund a wide  range  of  public  projects,  including
construction or improvement of schools,  highways and roads, and water and sewer
systems.  The basic  security  behind General  Obligation  Bonds is the issuer's
pledge  of its full  faith and  credit  and  taxing  power  for the  payment  of
principal  and  interest.  The taxes that can be levied for the  payment of debt
service  may be  limited  or  unlimited  as to the  rate or  amount  of  special
assessments.

     2. Revenue Bonds in recent years have come to include an increasingly  wide
variety of types of  municipal  obligations.  As with other  kinds of  municipal
obligations,  the issuers of revenue  bonds may consist of virtually any form of
state or local governmental entity,  including states,  state agencies,  cities,
counties,  authorities of various kinds, such as public housing or redevelopment
authorities,  and special districts, such as water, sewer or sanitary districts.
Generally,  revenue  bonds are secured by the revenues or net  revenues  derived
from a particular facility, group of facilities, or, in some cases, the proceeds
of a special excise or other specific  revenue source.  Revenue bonds are issued
to finance a wide variety of capital projects including electric, gas, water and
sewer systems;  highways,  bridges,  and tunnels;  port and airport  facilities;
colleges and universities; and hospitals. Many of these bonds provide additional
security in the form of a debt service reserve fund to be used to make principal
and  interest  payments.  Various  forms of credit  enhancement,  such as a bank
letter of credit or municipal  bond  insurance,  may also be employed in revenue
bond  issues.  Housing  authorities  have a wide  range of  security,  including
partially or fully insured  mortgages,  rent subsidized  and/ or  collateralized
mortgages,  and/or the net revenues from housing or other public projects.  Some
authorities  provide further  security in the form of a state's ability (without
obligation) to make up deficiencies in the debt service reserve fund.

     In recent  years,  revenue  bonds  have been  issued in large  volumes  for
projects that are privately owned and operated (see 3 below).

     3. Private  Activity Bonds are considered  municipal  bonds if the interest
paid thereon is exempt from Federal income tax and are issued by or on behalf of
public  authorities  to  raise  money  to  finance  various  privately  operated
facilities for business and manufacturing,  housing and health.  These bonds are
also used to finance public  facilities  such as airports,  mass transit systems
and ports.  The payment of the principal and interest on such bonds is dependent
solely on the ability of the facility's  user to meet its financial  obligations
and the pledge,  if any,  of real and  personal  property  as security  for such
payment.

     While, at one time, the pertinent  provisions of the Internal  Revenue Code
permitted private activity bonds to bear tax-exempt  interest in connection with
virtually  any type of  commercial  or  industrial  project  (subject to various
restrictions as to authorized costs,  size limitations,  state per capita volume
restrictions,  and other  matters),  the types of qualifying  projects under the
Code


                                       18
<PAGE>
have become  increasingly  limited,  particularly since the enactment of the Tax
Reform Act of 1986. Under current provisions of the Code,  tax-exempt  financing
remains available,  under prescribed conditions, for certain privately owned and
operated rental multi-family housing facilities,  nonprofit hospital and nursing
home projects,  airports, docks and wharves, mass commuting facilities and solid
waste  disposal  projects,  among others,  and for the  refunding  (that is, the
tax-exempt  refinancing) of various kinds of other private  commercial  projects
originally  financed  with  tax-exempt  bonds.  In  future  years,  the types of
projects  qualifying  under the Code for  tax-exempt  financing  are expected to
become increasingly limited.

     Because  of  terminology  formerly  used  in  the  Internal  Revenue  Code,
virtually  any form of  private  activity  bond may still be  referred  to as an
"industrial  development  bond," but more and more frequently revenue bonds have
become  classified  according to the particular type of facility being financed,
such as hospital revenue bonds, nursing home revenue bonds, multi-family housing
revenue bonds,  single family  housing  revenue  bonds,  industrial  development
revenue bonds, solid waste resource recovery revenue bonds, and so on.

     Other Municipal Obligations,  incurred for a variety of financing purposes,
include:  municipal leases, which may take the form of a lease or an installment
purchase or conditional sale contract, are issued by state and local governments
and  authorities to acquire a wide variety of equipment and  facilities  such as
fire and  sanitation  vehicles,  telecommunications  equipment and other capital
assets.  Municipal leases frequently have special risks not normally  associated
with general  obligation or revenue bonds.  Leases and  installment  purchase or
conditional sale contracts (which normally provide for title to the leased asset
to pass  eventually  to the  government  issuer)  have  evolved  as a means  for
governmental  issuers to acquire  property  and  equipment  without  meeting the
constitutional  and  statutory  requirements  for  the  issuance  of  debt.  The
debt-issuance limitations of many state constitutions and statutes are deemed to
be  inapplicable  because  of the  inclusion  in many  leases  or  contracts  of
"non-appropriation"  clauses that provide  that the  governmental  issuer has no
obligation to make future  payments under the lease or contract  unless money is
appropriated for such purpose by the appropriate legislative body on a yearly or
other periodic basis. To reduce this risk, the Fund will only purchase municipal
leases subject to a  non-appropriation  clause when the payment of principal and
accrued interest is backed by an unconditional  irrevocable letter of credit, or
guarantee  of a bank or other  entity that meets the  criteria  described in the
Prospectus.

     Tax-exempt bonds are also categorized  according to whether the interest is
or is not includible in the calculation of alternative  minimum taxes imposed on
individuals,  according  to whether the costs of acquiring or carrying the bonds
are or are not deductible in part by banks and other financial institutions, and
according to other criteria relevant for Federal income tax purposes. Due to the
increasing   complexity  of  Internal  Revenue  Code  and  related  requirements
governing  the issuance of  tax-exempt  bonds,  industry  practice has uniformly
required,  as a condition to the issuance of such bonds,  but  particularly  for
revenue  bonds,  an  opinion of  nationally  recognized  bond  counsel as to the
tax-exempt status of interest on the bonds.


                                       19
<PAGE>



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<PAGE>
                              JANUS INVESTMENT FUND
                           PART C - OTHER INFORMATION

ITEM 24.  Financial Statements and Exhibits

     List  all  financial   statements   and  exhibits  filed  as  part  of  the
Registration Statement.

     (a)(1)    Financial Statements Included in the Prospectus:

               Financial  Highlights  for all of the Funds (except Janus Special
               Situations Fund, Janus Money Market Fund - Service Shares,  Janus
               Government  Money  Market  Fund  -  Service  Shares,   and  Janus
               Tax-Exempt Money Market Fund - Service Shares).

     (a)(2)    Financial Statements Incorporated by Reference into the Statement
               of Additional Information:

                    The Financial  Statements for all of the Funds (except Janus
                    Special  Situations  Fund, Janus Money Market Fund - Service
                    Shares, Janus Government Money Market Fund - Service Shares,
                    and Janus  Tax-Exempt  Money  Market Fund - Service  Shares)
                    dated October 31, 1996, are  incorporated  by reference into
                    the respective Statement of Additional Information.

     (b)  Exhibits:

          Exhibit 1           (a)       Agreement and Declaration of Trust dated
                                        February 11, 1986 is incorporated herein
                                        by  reference  to Exhibit  1(a) to Post-
                                        Effective Amendment No. 79.

                              (b)       Certificate  of  Designation  for  Janus
                                        Growth and Income  Fund is  incorporated
                                        herein by  reference  to Exhibit 1(b) to
                                        Post-Effective Amendment No. 79.

                              (c)       Certificate  of  Designation  for  Janus
                                        Worldwide Fund is incorporated herein by
                                        reference   to  Exhibit  1(c)  to  Post-
                                        Effective Amendment No. 79.

                              (d)       Certificate  of  Designation  for  Janus
                                        Twenty  Fund is filed  herein as Exhibit
                                        1(d).

                              (e)       Certificate  of  Designation  for  Janus
                                        Flexible  Income Fund is filed herein as
                                        Exhibit 1(e).

                              (f)       Certificate  of  Designation  for  Janus
                                        Intermediate  Government Securities Fund
                                        is hereby withdrawn.

                              (g)       Certificate  of  Designation  for  Janus
                                        Venture  Fund is filed herein as Exhibit
                                        1(g).


                                       C-1
<PAGE>

                              (h)       Certificate  of  Designation  for  Janus
                                        Enterprise   Fund  is  filed  herein  as
                                        Exhibit 1(h).

                              (i)       Certificate  of  Designation  for  Janus
                                        Balanced Fund is filed herein as Exhibit
                                        1(i).

                              (j)       Certificate  of  Designation  for  Janus
                                        Short-Term  Bond Fund is filed herein as
                                        Exhibit 1(j).

                              (k)       Certificate  of  Designation  for  Janus
                                        Federal  Tax-Exempt Fund is incorporated
                                        herein by  reference  to Exhibit 1(k) to
                                        Post-Effective Amendment No. 54.

                              (l)       Certificate  of  Designation  for  Janus
                                        Mercury Fund is  incorporated  herein by
                                        reference   to  Exhibit  1(l)  to  Post-
                                        Effective Amendment No. 54.

                              (m)       Certificate  of  Designation  for  Janus
                                        Overseas Fund is incorporated  herein by
                                        reference    to    Exhibit    1(m)    to
                                        Post-Effective Amendment No. 60.

                              (n)       Form of  Amendment  to the  Registrant's
                                        Agreement  and  Declaration  of Trust is
                                        incorporated   herein  by  reference  to
                                        Exhibit 1(n) to Post-Effective Amendment
                                        No. 62.

                              (o)       Form of Certificate  of Designation  for
                                        Janus   Money   Market    Fund,    Janus
                                        Government  Money  Market Fund and Janus
                                        Tax-Exempt    Money   Market   Fund   is
                                        incorporated   herein  by  reference  to
                                        Exhibit 1(o) to Post-Effective Amendment
                                        No. 62.

                              (p)       Form of Certificate  of Designation  for
                                        Janus  High-Yield Fund and Janus Olympus
                                        Fund is incorporated herein by reference
                                        to   Exhibit   1(p)  to   Post-Effective
                                        Amendment No. 68.

                              (q)       Certificate  of  Designation  for  Janus
                                        Equity   Income  Fund  is   incorporated
                                        herein by  reference  to Exhibit 1(q) to
                                        Post-Effective Amendment No. 72.

                              (r)       Form of Certificate of Establishment and
                                        Designation for Janus Special Situations
                                        Fund is incorporated herein by reference
                                        to   Exhibit   1(r)  to   Post-Effective
                                        Amendment No. 75.

                              (s)       Form  of   Amendment   to   Registrant's
                                        Agreement  and  Declaration  of Trust is
                                        incorporated   herein  by  reference  to
                                        Exhibit 1(s) to Post-Effective Amendment
                                        No. 75.


                                       C-2
<PAGE>
          Exhibit 2           (a)       Restated Bylaws are incorporated  herein
                                        by   reference   to   Exhibit   2(a)  to
                                        Post-Effective Amendment No. 71.

                              (b)       First   Amendment   to  the   Bylaws  is
                                        incorporated   herein  by  reference  to
                                        Exhibit 2(b) to Post-Effective Amendment
                                        No. 71.

          Exhibit 3                     Not Applicable.

          Exhibit 4           (a)       Specimen  Stock  Certificate  for  Janus
                                        Fund(1)   is   incorporated   herein  by
                                        reference    to    Exhibit    4(b)    to
                                        Post-Effective Amendment No. 79.

                              (b)       Specimen  Stock  Certificate  for  Janus
                                        Growth and Income  Fund is  incorporated
                                        herein by  reference  to Exhibit 4(b) to
                                        Post-Effective Amendment No. 79.

                              (c)       Specimen  Stock  Certificate  for  Janus
                                        Worldwide Fund is incorporated herein by
                                        reference   to  Exhibit  4(c)  to  Post-
                                        Effective Amendment No. 79.

                              (d)       Specimen  Stock  Certificate  for  Janus
                                        Twenty   Fund(1)  is  filed   herein  as
                                        Exhibit 4(d).

                              (e)       Specimen  Stock  Certificate  for  Janus
                                        Flexible  Income Fund(1) is filed herein
                                        as Exhibit 4(e).

                              (f)       Specimen  Stock  Certificate  for  Janus
                                        Intermediate    Government    Securities
                                        Fund(1) is hereby withdrawn.

                              (g)       Specimen  Stock  Certificate  for  Janus
                                        Venture   Fund(1)  is  filed  herein  as
                                        Exhibit 4(g).

                              (h)       Specimen  Stock  Certificate  for  Janus
                                        Enterprise   Fund  is  filed  herein  as
                                        Exhibit 4(h).


- -------------------
(1) Outstanding  certificates  representing shares of predecessor entity to this
series of the Trust are deemed to represent shares of this series.


                                       C-3
<PAGE>
                              (i)       Specimen  Stock  Certificate  for  Janus
                                        Balanced Fund is filed herein as Exhibit
                                        4(i).

                              (j)       Specimen  Stock  Certificate  for  Janus
                                        Short-Term  Bond Fund is filed herein as
                                        Exhibit 4(j).

                              (k)       Specimen  Stock  Certificate  for  Janus
                                        Federal  Tax-Exempt Fund is incorporated
                                        herein by  reference  to Exhibit 4(k) to
                                        Post-Effective Amendment No. 54.

                              (l)       Specimen  Stock  Certificate  for  Janus
                                        Mercury Fund is  incorporated  herein by
                                        reference   to  Exhibit  4(l)  to  Post-
                                        Effective Amendment No. 54.

                              (m)       Specimen  Stock  Certificate  for  Janus
                                        Overseas Fund is incorporated  herein by
                                        reference    to    Exhibit    4(m)    to
                                        Post-Effective Amendment No. 60.

                              (n)       Revised Specimen Stock  Certificates for
                                        Janus  High-Yield Fund and Janus Olympus
                                        Fund   are   incorporated    herein   by
                                        reference    to    Exhibit    4(n)    to
                                        Post-Effective Amendment No. 79.

                              (o)       Revised  Specimen Stock  Certificate for
                                        Janus Equity Income Fund is incorporated
                                        herein by  reference  to Exhibit 4(o) to
                                        Post-Effective Amendment No. 79.

                              (p)       Revised  Specimen Stock  Certificate for
                                        Janus   Special   Situations   Fund   is
                                        incorporated   herein  by  reference  to
                                        Exhibit 4(p) to Post-Effective Amendment
                                        No. 79.

          Exhibit 5           (a)       Restated  form  of  Investment  Advisory
                                        Agreement for Janus Fund is incorporated
                                        herein by  reference  to Exhibit 5(a) to
                                        Post-Effective Amendment No. 79.

                              (b)       Restated  form  of  Investment  Advisory
                                        Agreement  for Janus  Growth  and Income
                                        Fund  and   Janus   Worldwide   Fund  is
                                        incorporated   herein  by  reference  to
                                        Exhibit 5(b) to Post-Effective Amendment
                                        No. 79.

                              (c)       Restated  form  of  Investment  Advisory
                                        Agreement  for  Janus  Twenty  Fund  and
                                        Janus   Venture  Fund  is   incorporated
                                        herein by  reference  to Exhibit 5(c) to
                                        Post-Effective Amendment No. 79.

                              (d)       Restated  form  of  Investment  Advisory
                                        Agreement for Janus Flexible Income Fund
                                        is  incorporated  herein by reference to
                                        Exhibit 5(d) to Post-Effective Amendment
                                        No. 79.


                                       C-4
<PAGE>
                              (e)       Restated  form  of  Investment  Advisory
                                        Agreement  for  Janus  Enterprise  Fund,
                                        Janus Balanced Fund and Janus Short-Term
                                        Bond  Fund  is  incorporated  herein  by
                                        reference    to    Exhibit    5(e)    to
                                        Post-Effective Amendment No. 79.

                              (f)       Restated  form  of  Investment  Advisory
                                        Agreement for Janus  Federal  Tax-Exempt
                                        Fund   and   Janus   Mercury   Fund   is
                                        incorporated   herein  by  reference  to
                                        Exhibit 5(f) to Post-Effective Amendment
                                        No. 79.

                              (g)       Restated  form  of  Investment  Advisory
                                        Agreement  for  Janus  Overseas  Fund is
                                        incorporated   herein  by  reference  to
                                        Exhibit 5(g) to Post-Effective Amendment
                                        No. 79.

                              (h)       Form of  Investment  Advisory  Agreement
                                        for  Janus  Money  Market  Fund,   Janus
                                        Government  Money  Market Fund and Janus
                                        Tax-Exempt    Money   Market   Fund   is
                                        incorporated   herein  by  reference  to
                                        Exhibit 5(h) to Post-Effective Amendment
                                        No. 64.

                              (i)       Restated  form  of  Investment  Advisory
                                        Agreement for Janus  High-Yield  Fund is
                                        incorporated   herein  by  reference  to
                                        Exhibit 5(i) to Post-Effective Amendment
                                        No. 79.

                              (j)       Restated  form  of  Investment  Advisory
                                        Agreement  for  Janus  Olympus  Fund  is
                                        incorporated   herein  by  reference  to
                                        Exhibit 5(j) to Post-Effective Amendment
                                        No. 79.

                              (k)       Form of  Investment  Advisory  Agreement
                                        for   Janus   Equity   Income   Fund  is
                                        incorporated   herein  by  reference  to
                                        Exhibit 5(k) to Post-Effective Amendment
                                        No. 73.

                              (l)       Form of  Investment  Advisory  Agreement
                                        for  Janus  Special  Situations  Fund is
                                        incorporated   herein  by  reference  to
                                        Exhibit 5(l) to Post-Effective Amendment
                                        No. 75.

          Exhibit 6                     Form of Distribution  Agreement  between
                                        Janus    Investment   Fund   and   Janus
                                        Distributors,   Inc.   is   incorporated
                                        herein  by  reference  to  Exhibit  6 to
                                        Post-Effective Amendment No. 57.

          Exhibit 7                     Not Applicable.

          Exhibit 8           (a)       Custodian    Contract    between   Janus
                                        Investment  Fund and State  Street  Bank
                                        and Trust Company is incorporated herein
                                        by   reference   to   Exhibit   8(a)  to
                                        Post-Effective Amendment No. 79.


                                       C-5
<PAGE>
                              (b)       Amendment  dated April 25, 1990 of State
                                        Street     Custodian     Contract     is
                                        incorporated   herein  by  reference  to
                                        Exhibit 8(b) to Post-Effective Amendment
                                        No. 79.

                              (c)       Letter  Agreement dated February 1, 1991
                                        regarding    State   Street    Custodian
                                        Contract  is   incorporated   herein  by
                                        reference    to    Exhibit    8(c)    to
                                        Post-Effective Amendment No. 79.

                              (d)       Custodian    Contract    between   Janus
                                        Investment Fund and Investors  Fiduciary
                                        Trust  Company  filed as Exhibit 8(d) to
                                        Post-Effective   Amendment   No.  79  is
                                        hereby withdrawn.

                              (e)       Letter  Agreement  dated October 9, 1992
                                        regarding    State   Street    Custodian
                                        Agreement  is  incorporated   herein  by
                                        reference    to    Exhibit    8(e)    to
                                        Post-Effective Amendment No. 52.

                              (f)       Letter  Agreement  dated  April 28, 1993
                                        regarding    State   Street    Custodian
                                        Agreement  is  incorporated   herein  by
                                        reference    to    Exhibit    8(f)    to
                                        Post-Effective Amendment No. 60.

                              (g)       Letter  Agreement  dated  April 4,  1994
                                        regarding    State   Street    Custodian
                                        Agreement  is  incorporated   herein  by
                                        reference    to    Exhibit    8(g)    to
                                        Post-Effective Amendment No. 64.

                              (h)       Form of Custody  Agreement between Janus
                                        Investment  Fund,  on  behalf  of  Janus
                                        Money  Market  Fund,   Janus  Government
                                        Money  Market Fund and Janus  Tax-Exempt
                                        Money Market Fund,  and United  Missouri
                                        Bank,  N.A.  is  incorporated  herein by
                                        reference    to    Exhibit    8(h)    to
                                        Post-Effective Amendment No. 64.

                              (i)       Letter Agreement dated December 12, 1995
                                        regarding    State   Street    Custodian
                                        Contract  is   incorporated   herein  by
                                        reference    to    Exhibit    8(i)    to
                                        Post-Effective Amendment No. 72.

                              (j)       Amendment  dated  October  11,  1995  of
                                        State  Street   Custodian   Contract  is
                                        incorporated   herein  by  reference  to
                                        Exhibit 8(j) to Post-Effective Amendment
                                        No. 71.

                              (k)       Form of Amendment  dated  September  10,
                                        1996 of State Street Custodian  Contract
                                        is  incorporated  herein by reference to
                                        Exhibit 8(k) to Post-Effective Amendment
                                        No. 75.

                              (l)       Letter  Agreement  dated  September  10,
                                        1996  regarding  State Street  Custodian
                                        Contract  is   incorporated   herein  by
                                        reference    to    Exhibit    8(l)    to
                                        Post-Effective Amendment No. 75.


                                       C-6
<PAGE>
                              (m)       Form of  Subcustodian  Contract  between
                                        United  Missouri  Bank,  N.A., and State
                                        Street   Bank  and  Trust   Company   is
                                        incorporated   herein  by  reference  to
                                        Exhibit 8(m) to Post-Effective Amendment
                                        No. 75.

          Exhibit 9           (a)       Transfer Agency Agreement with Investors
                                        Fiduciary Trust Company filed as Exhibit
                                        9(a) to Post-Effective  Amendment No. 79
                                        is hereby withdrawn.

                              (b)       Subagency    Agreement   between   Janus
                                        Service    Corporation   and   Investors
                                        Fiduciary Trust Company filed as Exhibit
                                        9(b) to Post-Effective  Amendment No. 79
                                        is hereby withdrawn.

                              (c)       Form of  Administration  Agreement  with
                                        Janus  Capital   Corporation  for  Janus
                                        Money  Market  Fund,   Janus  Government
                                        Money  Market Fund and Janus  Tax-Exempt
                                        Money Market Fund is incorporated herein
                                        by   reference   to   Exhibit   9(c)  to
                                        Post-Effective Amendment No. 64.

                              (d)       Transfer Agency Agreement dated December
                                        9, 1994 with Janus  Service  Corporation
                                        for  Janus  Money  Market  Fund,   Janus
                                        Government  Money  Market Fund and Janus
                                        Tax-Exempt  Money  Market  Fund filed as
                                        Exhibit 9(d) to Post-Effective Amendment
                                        No. 64 is withdrawn.

                              (e)       Transfer    Agency    Agreement    dated
                                        September  27,  1995 with Janus  Service
                                        Corporation for Janus Money Market Fund,
                                        Janus   Government  Money  Market  Fund,
                                        Janus   Tax-Exempt  Money  Market  Fund,
                                        Janus  High-Yield Fund and Janus Olympus
                                        Fund is incorporated herein by reference
                                        to   Exhibit   9(e)  to   Post-Effective
                                        Amendment No. 70.

                              (f)       Letter Agreement dated December 21, 1995
                                        regarding   Janus  Service   Corporation
                                        Transfer     Agency     Agreement     is
                                        incorporated   herein  by  reference  to
                                        Exhibit 9(f) to Post-Effective Amendment
                                        No. 72.

                              (g)       Letter  Agreement  dated  May  21,  1996
                                        regarding   Janus  Service   Corporation
                                        Transfer     Agency     Agreement     is
                                        incorporated  by  reference  to  Exhibit
                                        9(g) to Post-Effective Amendment No. 73.

                              (h)       Form of Amended Administration Agreement
                                        with Janus Capital Corporation for Janus
                                        Money  Market  Fund,   Janus  Government
                                        Money Market Fund, and Janus  Tax-Exempt
                                        Money  Market  Fund is  incorporated  by
                                        reference    to    Exhibit    9(h)    to
                                        Post-Effective Amendment No. 77.


                                      C-7
<PAGE>
                              (i)       Letter  Agreement  dated  September  10,
                                        1996 regarding Janus Service Corporation
                                        Transfer     Agency     Agreement     is
                                        incorporated   herein  by  reference  to
                                        Exhibit 9(i) to Post-Effective Amendment
                                        No. 76.

          Exhibit 10          (a)       Opinion  and  Consent of Messrs.  Davis,
                                        Graham & Stubbs  with  respect to shares
                                        of Janus Fund is incorporated  herein by
                                        reference   to   Exhibit   10   (a)   to
                                        Post-Effective Amendment No. 79.

                              (b)       Opinion and Consent of Fund Counsel with
                                        respect  to shares of Janus  Growth  and
                                        Income Fund and Janus  Worldwide Fund is
                                        incorporated   herein  by  reference  to
                                        Exhibit    10(b)    to    Post-Effective
                                        Amendment No. 79.

                              (c)       Opinion and Consent of Fund Counsel with
                                        respect  to shares  of Janus  Enterprise
                                        Fund,  Janus  Balanced  Fund  and  Janus
                                        Short-Term  Bond Fund is filed herein as
                                        Exhibit 10(c).

                              (d)       Opinion and Consent of Messrs.  Sullivan
                                        and Worcester  with respect to shares of
                                        Janus Twenty Fund is incorporated herein
                                        by   reference   to  Exhibit   10(d)  to
                                        Post-Effective Amendment No. 49.

                              (e)       Opinion and Consent of Messrs.  Sullivan
                                        and Worcester  with respect to shares of
                                        Janus   Venture  Fund  is   incorporated
                                        herein by reference to Exhibit  10(e) to
                                        Post-Effective Amendment No. 49.

                              (f)       Opinion and Consent of Messrs.  Sullivan
                                        and Worcester  with respect to shares of
                                        Janus    Flexible    Income    Fund   is
                                        incorporated   herein  by  reference  to
                                        Exhibit    10(f)    to    Post-Effective
                                        Amendment No. 49.

                              (g)       Opinion and Consent of Messrs.  Sullivan
                                        and Worcester  with respect to shares of
                                        Janus Intermediate Government Securities
                                        Fund is hereby withdrawn.

                              (h)       Opinion and Consent of Fund Counsel with
                                        respect  to  shares  of  Janus   Federal
                                        Tax-Exempt  Fund and Janus  Mercury Fund
                                        is  incorporated  herein by reference to
                                        Exhibit    10(h)    to    Post-Effective
                                        Amendment No. 54.

                              (i)       Opinion and Consent of Fund Counsel with
                                        respect to shares of Janus Overseas Fund
                                        is  incorporated  herein by reference to
                                        Exhibit    10(i)    to    Post-Effective
                                        Amendment No. 60.

                              (j)       Opinion and Consent of Fund Counsel with
                                        respect to shares of Janus Money  Market
                                        Fund, Janus Government Money


                                       C-8
<PAGE>
                                        Market Fund and Janus  Tax-Exempt  Money
                                        Market  Fund is  incorporated  herein by
                                        reference    to    Exhibit    10(j)   to
                                        Post-Effective Amendment No. 62.

                              (k)       Opinion and Consent of Fund Counsel with
                                        respect to Institutional Shares of Janus
                                        Money  Market  Fund,   Janus  Government
                                        Money  Market Fund and Janus  Tax-Exempt

                                        Money Market Fund is incorporated herein
                                        by   reference   to  Exhibit   10(k)  to
                                        Post-Effective Amendment No. 65.

                              (l)       Opinion and Consent of Fund Counsel with
                                        respect  to shares  of Janus  High-Yield
                                        Fund   and   Janus   Olympus   Fund   is
                                        incorporated   herein  by  reference  to
                                        Exhibit    10(l)    to    Post-Effective
                                        Amendment No. 68.

                              (m)       Opinion and Consent of Fund Counsel with
                                        respect to shares of Janus Equity Income
                                        Fund is incorporated herein by reference
                                        to  Exhibit   10(m)  to   Post-Effective
                                        Amendment No. 72.

                              (n)       Opinion and Consent of Fund Counsel with
                                        respect  to  shares  of  Janus   Special
                                        Situations Fund is  incorporated  herein
                                        by   reference   to  Exhibit   10(n)  to
                                        Post-Effective Amendment No. 75.

                              (o)       Opinion and Consent of Fund Counsel with
                                        respect to shares of Janus Money  Market
                                        Fund,   Janus  Government  Money  Market
                                        Fund, and Janus  Tax-Exempt Money Market
                                        Fund is incorporated herein by reference
                                        to  Exhibit   10(o)  to   Post-Effective
                                        Amendment No. 76.

          Exhibit 11                    Consent of Price Waterhouse LLP is filed
                                        herein as Exhibit 11.

          Exhibit 12                    Not Applicable.

          Exhibit 13                    Not Applicable.

          Exhibit 14          (a)       Model  Individual   Retirement  Plan  is
                                        incorporated   herein  by  reference  to
                                        Exhibit    14(a)    to    Post-Effective
                                        Amendment No. 57.

                              (b)       Model  Defined  Contribution  Retirement
                                        Plan is incorporated herein by reference
                                        to  Exhibit   14(b)  to   Post-Effective
                                        Amendment No. 41.

                              (c)       Model   Section    403(b)(7)   Plan   is
                                        incorporated   herein  by  reference  to
                                        Exhibit    14(c)    to    Post-Effective
                                        Amendment No. 38.


                                       C-9
<PAGE>
          Exhibit 15                    Not Applicable.

          Exhibit 16          (a)       Computation  of  Total  Return  is filed
                                        herein as Exhibit 16(a).

                              (b)       Computation   of   Current   Yield   and
                                        Effective Yield is  incorporated  herein
                                        by reference  to Exhibit  16(b) to Post-
                                        Effective Amendment No. 67.
          Exhibit 17                    Power of Attorney dated as of January 2,
                                        1997, is filed herein as Exhibit 17.

          Exhibit 18          (a)       Form of plan entered into by Janus Money
                                        Market  Fund,   Janus  Government  Money
                                        Market Fund and Janus  Tax-Exempt  Money
                                        Market  Fund   pursuant  to  Rule  18f-3
                                        setting  forth the separate  arrangement
                                        and expense  allocation of each class of
                                        such  Funds   filed  as  Exhibit  18  to
                                        Post-Effective   Amendment   No.  66  is
                                        withdrawn.

                              (b)       Restated form of Rule 18f-3 Plan entered
                                        into by Janus Money Market  Fund,  Janus
                                        Government  Money  Market Fund and Janus
                                        Tax-Exempt    Money   Market   Fund   is
                                        incorporated   herein  by  reference  to
                                        Exhibit    18(b)    to    Post-Effective
                                        Amendment No. 69.

                              (c)       Amended and Restated  form of Rule 18f-3
                                        Plan  entered into by Janus Money Market
                                        Fund,   Janus  Government  Money  Market
                                        Fund, and Janus  Tax-Exempt Money Market
                                        Fund is incorporated herein by reference
                                        to  Exhibit   18(c)  to   Post-Effective
                                        Amendment No. 78.

          Exhibit 27                    Financial  Data Schedules for all of the
                                        Funds,  except Janus Special  Situations
                                        Fund,  Janus Money Market Fund - Service
                                        Shares,  Janus  Government  Money Market
                                        Fund  -   Service   Shares,   and  Janus
                                        Tax-Exempt  Money  Market Fund - Service
                                        Shares (or  classes  thereof)  are filed
                                        herein as Exhibit 27.


ITEM 25.  Persons Controlled by or Under Common Control with Registrant
          None


                                      C-10
<PAGE>
ITEM 26.  Number of Holders of Securities

          The  number  of record  holders  of  shares  of the  Registrant  as of
          February  3, 1997,  was as  follows:

                                                            Number of
          Title of Class                                    Record Holders

          Janus Fund shares                                        799,379
          Janus Growth and Income Fund shares                      102,827
          Janus Worldwide Fund shares                              282,845
          Janus Overseas Fund shares                                66,419
          Janus Twenty Fund shares                                 332,138
          Janus Flexible Income Fund shares                         29,434
          Janus Venture Fund shares                                117,125
          Janus Enterprise Fund shares                              83,478
          Janus Balanced Fund shares                                22,135
          Janus Short-Term Bond Fund shares                          4,451
          Janus Federal Tax-Exempt Fund shares                       3,858
          Janus Mercury Fund shares                                214,833
          Janus Money Market Fund - Investor Shares                 73,690
          Janus Money Market Fund - Institutional Shares               124
          Janus Money Market Fund - Service Shares                       1
          Janus Government Money
               Market Fund - Investor Shares                        11,098
          Janus Government Money
               Market Fund - Institutional Shares                        8
          Janus Government Money
               Market Fund - Service Shares                              1
          Janus Tax-Exempt Money
               Market Fund - Investor Shares                         5,567
          Janus Tax-Exempt Money
               Market Fund - Institutional Shares                       10
          Janus Tax-Exempt Money
               Market Fund - Service Shares                              1
          Janus High-Yield Fund shares                               7,452
          Janus Olympus Fund shares                                 45,363
          Janus Equity Income Fund shares                            3,543
          Janus Special Situations Fund shares                      10,217

ITEM 27.  Indemnification

     Article VIII of Janus Investment  Fund's Agreement and Declaration of Trust
provides for  indemnification  of certain persons acting on behalf of the Funds.
In general,  Trustees and officers  will be  indemnified  against  liability and
against all  expenses of  litigation  incurred  by them in  connection  with any
claim,  action,  suit or  proceeding  (or  settlement of the same) in which they
become  involved  by  virtue of their  Fund  office,  unless  their  conduct  is
determined to constitute  willful  misfeasance,  bad faith,  gross negligence or
reckless  disregard of their duties,  or unless it has been determined that they
have not acted in good faith in the reasonable belief that their actions were in
or not opposed to the best interests of the Funds. A determination that a person
covered by the indemnification  provisions is entitled to indemnification may be
made by the court or other body before which the  proceeding  is brought,  or by
either a vote of a majority of a quorum of Trustees who are neither  "interested
persons" of the Trust nor parties to the proceeding or by an  independent  legal
counsel  in a  written  opinion.  The  Funds  also may  advance  money for these
expenses,  provided that the Trustee or officer undertakes to repay the Funds if
his conduct is later determined to preclude indemnification,  and that either he
provide  security  for the  undertaking,  the Trust be  insured  against  losses
resulting  from  lawful  advances  or a  majority  of a quorum of  disinterested
Trustees, or


                                      C-11
<PAGE>
independent counsel in a written opinion,  determines that he ultimately will be
found to be entitled to  indemnification.  The Trust also  maintains a liability
insurance policy covering its Trustees and officers.


ITEM 28.  Business and Other Connections of Investment Adviser

     The  only  business  of  Janus  Capital  Corporation  is to  serve  as  the
investment  adviser of the Registrant and as investment adviser or subadviser to
several  other  mutual  funds and  private  and  retirement  accounts.  Business
backgrounds  of the  principal  executive  officers and directors of the adviser
that also hold positions  with the  Registrant are included under  "Officers and
Trustees" in the currently effective Statements of Additional Information of the
Registrant. The remaining principal executive officers of the investment adviser
and their  positions  with the  adviser and  affiliated  entities  are:  Mark B.
Whiston,   Vice  President  and  Chief   Marketing   Officer  of  Janus  Capital
Corporation,  Director  and  President  of  Janus  Capital  International  Ltd.;
Marjorie G. Hurd,  Vice  President of Janus  Capital  Corporation,  Director and
President of Janus  Service  Corporation;  and Stephen L.  Stieneker,  Assistant
General Counsel,  Chief  Compliance  Officer and Vice President of Compliance of
Janus Capital  Corporation.  Mr. Michael E. Herman,  a director of Janus Capital
Corporation,  is Chairman of the  Finance  Committee  (1990 to present) of Ewing
Marion Kauffman  Foundation,  4900 Oak, Kansas City, Missouri 64112. Mr. Michael
N. Stolper, a director of Janus Capital  Corporation,  is President of Stolper &
Company,  Inc., 525 "B" Street,  Suite 1080,  San Diego,  California  92101,  an
investment performance consultant.  Mr. Thomas A. McDonnell, a director of Janus
Capital Corporation, is President, Chief Executive Officer and a Director of DST
Systems,  Inc., 1055 Broadway,  9th Floor, Kansas City, Missouri 64105, provider
of data processing and  recordkeeping  services for various mutual funds, and is
Executive  Vice  President  and a director of Kansas City  Southern  Industries,
Inc., 114 W. 11th Street, Kansas City, Missouri 64105, a publicly traded holding
company whose primary  subsidiaries are engaged in  transportation,  information
processing and financial  services.  Mr. Landon H. Rowland,  a director of Janus
Capital  Corporation,  is President and Chief  Executive  Officer of Kansas City
Southern Industries, Inc.


ITEM 29.  Principal Underwriters

          (a)  Janus Distributors, Inc. ("Janus Distributors") does not serve as
               a principal  underwriter  for any  investment  company other than
               Registrant.

          (b)  The principal business address, positions with Janus Distributors
               and  positions  with  Registrant of David C. Tucker and Steven R.
               Goodbarn,  officers  and  directors  of Janus  Distributors,  are
               described  under  "Officers  and  Trustees"  in the  Statement of
               Additional  Information included in this Registration  Statement.
               The remaining  principal executive officers of Janus Distributors
               are  Dana  R.  Cunningham,  President,  and  Jennifer  A.  Davis,
               Secretary. Mr. Cunningham and Ms. Davis do not hold any positions
               with the  Registrant.  The  principal  business  address  of each
               person is 100 Fillmore Street, Denver, Colorado 80206-4928.

          (c)  Not applicable.


                                      C-12
<PAGE>
ITEM 30.  Location of Accounts and Records

     The  accounts,  books and other  documents  required  to be  maintained  by
Section 31(a) of the  Investment  Company Act of 1940 and the rules  promulgated
thereunder  are  maintained  by Janus  Capital  Corporation  and  Janus  Service
Corporation,  both of which are located at 100 Fillmore Street, Denver, Colorado
80206-4928,  and by State Street Bank and Trust Company,  P.O. Box 351,  Boston,
Massachusetts  02101,  and United Missouri Bank,  P.O. Box 419226,  Kansas City,
Missouri 64141-6226.


ITEM 31.  Management Services

     The  Registrant  has no  management-related  service  contract which is not
discussed in Part A or Part B of this form.


ITEM 32.  Undertakings

          (a)  Not applicable.

          (b)  Not applicable.

          (c)  The  Registrant  undertakes  to  furnish  each  person  to whom a
               prospectus is delivered  with a copy of the  Registrant's  latest
               annual report to shareholders, upon request and without charge.


                                      C-13
<PAGE>
                                   SIGNATURES


     Pursuant  to  the  requirements  of the  Securities  Act of  1933  and  the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
its  Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereto duly authorized,  in the City of Denver,  and State of Colorado,  on the
14th day of February, 1997.

                                        JANUS INVESTMENT FUND



                                        By:  /s/ Thomas H. Bailey
                                             Thomas H. Bailey, President

     Janus  Investment  Fund is organized under the Agreement and Declaration of
Trust of the Registrant dated February 11, 1986, a copy of which is on file with
the Secretary of State of The Commonwealth of Massachusetts.  The obligations of
the Registrant hereunder are not binding upon any of the Trustees, shareholders,
nominees,  officers, agents or employees of the Registrant personally,  but bind
only the trust  property of the  Registrant,  as provided in the  Agreement  and
Declaration of Trust of the  Registrant.  The execution of this Amendment to the
Registration Statement has been authorized by the Trustees of the Registrant and
this  Amendment to the  Registration  Statement has been signed by an authorized
officer of the  Registrant,  acting as such, and neither such  authorization  by
such  Trustees nor such  execution by such officer  shall be deemed to have been
made by any of them  personally,  but shall bind only the trust  property of the
Registrant as provided in its Declaration of Trust.

     Pursuant to the  requirements of the Securities Act of 1933, this Amendment
to the Registration  Statement has been signed below by the following persons in
the capacities and on the dates indicated.

Signature                          Title                       Date


/s/ Thomas H. Bailey               President                   February 14, 1997
Thomas H. Bailey                   (Principal Executive
                                   Officer) and Trustee

/s/ Steven R. Goodbarn             Vice President and          February 14, 1997
Steven R. Goodbarn                 Chief Financial Officer
                                   (Principal Financial
                                   Officer)

/s/ Glenn P. O'Flaherty            Treasurer and Chief         February 14, 1997
Glenn P. O'Flaherty                Accounting Officer
                                   (Principal Accounting
                                   Officer)


<PAGE>
/s/ James P. Craig, III            Trustee                     February 14, 1997
James P. Craig, III

Gary O. Loo*                       Trustee                     February 14, 1997
Gary O. Loo

Dennis B. Mullen*                  Trustee                     February 14, 1997
Dennis B. Mullen

James T. Rothe*                    Trustee                     February 14, 1997
James T. Rothe

John W. Shepardson*                Trustee                     February 14, 1997
John W. Shepardson

William D. Stewart*                Trustee                     February 14, 1997
William D. Stewart

Martin H. Waldinger*               Trustee                     February 14, 1997
Martin H. Waldinger



/s/ Steven R. Goodbarn
*By  Steven R. Goodbarn
     Attorney-in-Fact


<PAGE>
                                INDEX OF EXHIBITS

          Exhibit 1(d)                  Certificate  of  Designation  for  Janus
                                        Twenty Fund

          Exhibit 1(e)                  Certificate  of  Designation  for  Janus
                                        Flexible Income Fund

          Exhibit 1(g)                  Certificate  of  Designation  for  Janus
                                        Venture Fund

          Exhibit 1(h)                  Certificate  of  Designation  for  Janus
                                        Enterprise Fund

          Exhibit 1(i)                  Certificate  of  Designation  for  Janus
                                        Balanced Fund

          Exhibit 1(j)                  Certificate  of  Designation  for  Janus
                                        Short-Term Bond Fund

          Exhibit 4(d)                  Specimen  Stock  Certificate  for  Janus
                                        Twenty Fund

          Exhibit 4(e)                  Specimen  Stock  Certificate  for  Janus
                                        Flexible Income Fund

          Exhibit 4(g)                  Specimen  Stock  Certificate  for  Janus
                                        Venture Fund

          Exhibit 4(h)                  Specimen  Stock  Certificate  for  Janus
                                        Enterprise Fund

          Exhibit 4(i)                  Specimen  Stock  Certificate  for  Janus
                                        Balanced Fund

          Exhibit 4(j)                  Specimen  Stock  Certificate  for  Janus
                                        Short-Term Bond Fund

          Exhibit 10(c)                 Opinion and Consent of Fund  Counsel for
                                        Janus  Enterprise  Fund,  Janus Balanced
                                        Fund and Janus Short-Term Bond Fund

          Exhibit 11                    Consent of Price Waterhouse

          Exhibit 16(a)                 Computation of Total Return

          Exhibit 17                    Power of Attorney

          Exhibit 27                    Financial Data Schedules


                                                                    EXHIBIT 1(d)
                              JANUS INVESTMENT FUND

                           CERTIFICATE OF DESIGNATION

                                       FOR

                                JANUS TWENTY FUND


     The undersigned,  being the Secretary of Janus Investment Fund (hereinafter
referred  to as the  "Trust"),  a trust  with  transferable  shares  of the type
commonly  called a  Massachusetts  business  trust,  DOES HEREBY  CERTIFY  that,
pursuant to the  authority  conferred  upon the Trustees of the Trust by Section
6.1(b) and Section 9.3 of the Agreement and Declaration of Trust, dated February
11,  1986,  and  all  amendments  thereto,   (hereinafter  referred  to  as  the
"Declaration  of  Trust")  and by the  affirmative  vote  of a  Majority  of the
Trustees at a meeting duly called and held on May 8, 1992,  the  Declaration  of
Trust is amended as follows:

     There  is  hereby   established   and  designated  the  Janus  Twenty  Fund
(hereinafter  referred to as the "Twenty Fund"). The beneficial  interest in the
Twenty Fund shall be divided  into  Shares  having a nominal or par value of one
cent ($.01) per Share, of which an unlimited number may be issued,  which Shares
shall represent interests only in the Twenty Fund. The Shares of the Twenty Fund
shall have the following rights and preferences:

          (a) Assets  Belonging  to the Twenty  Fund.  Any  portion of the Trust
     Property  allocated to the Twenty Fund, and all  consideration  received by
     the Trust for the issue or sale of Shares of the Twenty Fund, together with
     all assets in which such  consideration  is  invested  or  reinvested,  all
     interest,  dividends,  income,  earnings,  profits and gains therefrom, and
     proceeds thereof, including any proceeds derived from the sale, exchange or
     liquidation  of such  assets,  and any funds or payments  derived  from any
     reinvestment  of such  proceeds in whatever  form the same may be, shall be
     held by the  Trustees  in trust for the benefit of the holders of Shares of
     the Twenty  Fund and shall  irrevocably  belong to the Twenty  Fund for all
     purposes,  and shall be so recorded upon the books of account of the Trust,
     and the  Shareholders  of any other  Fund who are not  Shareholders  of the
     Twenty  Fund  shall not  have,  and  shall be  conclusively  deemed to have
     waived,  any claims to the assets of the Twenty Fund.  Such  consideration,
     assets, interest, dividends, income, earnings, profits, gains and proceeds,
     together with any General Items allocated to the Twenty Fund as provided in
     the  following  sentence,  are herein  referred  to  collectively  as "Fund
     Assets" of the Twenty Fund,  and as assets  "belonging to" the Twenty Fund.
     In the event that there are

                                        1
<PAGE>
Certificate of Designation
Janus Twenty Fund


     any assets,  income,  earnings,  profits,  and proceeds thereof,  funds, or
     payments which are not readily  identifiable as belonging to any particular
     Fund  (collectively  "General  Items"),  the Trustees  shall  allocate such
     General  Items to and among any one or more of the  Funds  established  and
     designated  from time to time in such manner and on such basis as they,  in
     their sole  discretion,  deem fair and equitable;  and any General Items so
     allocated to the Twenty Fund shall belong to and be part of the Fund Assets
     of the  Twenty  Fund.  Each  such  allocation  by  the  Trustees  shall  be
     conclusive  and  binding  upon the  Shareholders  of all the  Funds for all
     purposes.

          (b) Liabilities of the Twenty Fund. The assets belonging to the Twenty
     Fund shall be charged  with the  liabilities  in respect of the Twenty Fund
     and all expenses,  costs,  charges and reserves  attributable to the Twenty
     Fund, and any general liabilities,  expenses, costs, charges or reserves of
     the  Trust  which  are  not  readily  identifiable  as  pertaining  to  any
     particular Fund shall be allocated and charged by the Trustees to and among
     any one or more of the Funds  established  and designated from time to time
     in such manner and on such basis as the  Trustees in their sole  discretion
     deem fair and equitable.  The indebtedness,  expenses,  costs,  charges and
     reserves allocated and so charged to the Twenty Fund are herein referred to
     as  "liabilities  of" the Twenty  Fund.  Each  allocation  of  liabilities,
     expenses,  costs,  charges and reserves by the Trustees shall be conclusive
     and binding upon the  Shareholders  of all the Funds for all purposes.  Any
     creditor  of the Twenty Fund may look only to the assets of the Twenty Fund
     to satisfy such creditor's debt.

          (c)  Dividends.  Dividends and  distributions  on Shares of the Twenty
     Fund may be paid with such frequency as the Trustees may  determine,  which
     may be daily or otherwise pursuant to a standing  resolution or resolutions
     adopted only once or with such frequency as the Trustees may determine,  to
     the  Shareholders of the Twenty Fund,  from such of the income,  accrued or
     realized, and capital gains, realized or unrealized,  and out of the assets
     belonging  to  the  Twenty  Fund,  as the  Trustees  may  determine,  after
     providing  for actual and  accrued  liabilities  of the  Twenty  Fund.  All
     dividends  and  distributions  on  Shares  of  the  Twenty  Fund  shall  be
     distributed  pro rata to the  Shareholders of the Twenty Fund in proportion
     to the number of such Shares held by such holders at the date and time of

                                        2
<PAGE>
Certificate of Designation
Janus Twenty Fund


     record  established  for the payment of such  dividends  or  distributions,
     except that in  connection  with any  dividend or  distribution  program or
     procedure the Trustees may determine that no dividend or distribution shall
     be payable on Shares as to which the  Shareholder's  purchase  order and/or
     payment  have not been  received  by the time or times  established  by the
     Trustees   under  such  program  or   procedure,   or  that   dividends  or
     distributions  shall be payable on Shares  which have been  tendered by the
     holder  thereof  for  redemption  or  repurchase,  but  the  redemption  or
     repurchase  proceeds  of which have not yet been paid to such  Shareholder.
     Such  dividends  and  distributions  may be made in cash or  Shares  of the
     Twenty Fund or a combination  thereof as  determined  by the  Trustees,  or
     pursuant to any program  that the  Trustees  may have in effect at the time
     for the  election  by each  Shareholder  of the mode of the  making of such
     dividend  or  distribution  to  that  Shareholder.  Any  such  dividend  or
     distribution  paid in Shares will be paid at the net asset value thereof as
     determined in accordance with subsection (h) hereof.

          (d) Liquidation. In the event of the liquidation or dissolution of the
     Trust,  the  Shareholders  of the Twenty Fund shall be entitled to receive,
     when and as  declared by the  Trustees,  the excess of the Fund Assets over
     the  liabilities  of the Twenty Fund.  The assets so  distributable  to the
     Shareholders   of  the  Twenty  Fund  shall  be   distributed   among  such
     Shareholders  in proportion to the number of Shares of the Twenty Fund held
     by them and  recorded  on the books of the Trust.  The  liquidation  of the
     Twenty  Fund  may be  authorized  by vote of a  Majority  of the  Trustees,
     subject to the affirmative  vote of "a majority of the  outstanding  voting
     securities" of the Twenty Fund, as the quoted phrase is defined in the 1940
     Act,  determined  in  accordance  with clause  (iii) of the  definition  of
     "Majority Shareholder Vote" in Section 1.4 of the Declaration of Trust.

          (e) Voting. The Shareholders shall have the voting rights set forth in
     or determined under Article 7 of the Declaration of Trust.

          (f)  Redemption  by  Shareholder.  Each holder of Shares of the Twenty
     Fund shall have the right at such times as may be  permitted  by the Trust,
     but no less  frequently than once each week, to require the Trust to redeem
     all or any part of his  Shares of the  Twenty  Fund at a  redemption  price
     equal to the net asset value per Share of the Twenty Fund next

                                        3
<PAGE>
Certificate of Designation
Janus Twenty Fund


     determined in accordance  with  subsection  (h) hereof after the Shares are
     properly tendered for redemption; provided, that the Trustees may from time
     to  time,  in  their  discretion,  determine  and  impose  a fee  for  such
     redemption.  Payment of the  redemption  price shall be in cash;  provided,
     however,  that if the  Trustees  determine,  which  determination  shall be
     conclusive,  that conditions exist which make payment wholly in cash unwise
     or  undesirable,  the Trust may make payment wholly or partly in Securities
     or  other  assets  belonging  to the  Twenty  Fund  at the  value  of  such
     Securities  or  assets  used  in such  determination  of net  asset  value.
     Notwithstanding  the  foregoing,  the Trust  may  postpone  payment  of the
     redemption  price and may suspend the right of the holders of Shares of the
     Twenty Fund to require the Trust to redeem Shares of the Twenty Fund during
     any period or at any time when and to the extent permissible under the 1940
     Act.

          (g)  Redemption  at the Option of the Trust.  Each Share of the Twenty
     Fund  shall be  subject  to  redemption  at the  option of the Trust at the
     redemption  price which would be  applicable  if such Share were then being
     redeemed by the Shareholder  pursuant to subsection (f) hereof:  (i) at any
     time, if the Trustees determine in their sole discretion that failure to so
     redeem  may have  materially  adverse  consequences  to the  holders of the
     Shares of the Trust or of any Fund, or (ii) upon such other conditions with
     respect to maintenance  of Shareholder  accounts of a minimum amount as may
     from time to time be  determined  by the Trustees and set forth in the then
     current  Prospectus of the Twenty Fund. Upon such redemption the holders of
     the Shares so redeemed  shall have no further  right with  respect  thereto
     other than to receive payment of such redemption price.

          (h) Net Asset Value.  The net asset value per Share of the Twenty Fund
     at any time shall be the quotient obtained by dividing the value of the net
     assets of the  Twenty  Fund at such time  (being the  current  value of the
     assets belonging to the Twenty Fund, less its then existing liabilities) by
     the  total  number  of Shares of the  Twenty  Fund  then  outstanding,  all
     determined in accordance with the methods and procedures, including without
     limitation those with respect to rounding, established by the Trustees from
     time to time.  The Trustees  may  determine to maintain the net asset value
     per Share of the Twenty Fund at a designated  constant dollar amount and in
     connection  therewith may adopt procedures not  inconsistent  with the 1940
     Act for the

                                        4
<PAGE>
Certificate of Designation
Janus Twenty Fund


     continuing  declaration  of  income  attributable  to the  Twenty  Fund  as
     dividends payable in additional Shares of the Twenty Fund at the designated
     constant  dollar amount and for the handling of any losses  attributable to
     the Twenty Fund.  Such procedures may provide that in the event of any loss
     each  Shareholder  shall be deemed  to have  contributed  to the  shares of
     beneficial  interest account of the Twenty Fund his pro rata portion of the
     total  number of Shares  required to be canceled in order to permit the net
     asset value per share of the Twenty Fund to be maintained, after reflecting
     such loss, at the designated  constant dollar amount.  Each  Shareholder of
     the Twenty Fund shall be deemed to have expressly agreed, by his investment
     in the Twenty Fund, to make the  contribution  referred to in the preceding
     sentence in the event of any such loss.

          (i) Transfer. All Shares of the Twenty Fund shall be transferable, but
     transfers  of  Shares of the  Twenty  Fund  will be  recorded  on the Share
     transfer  records of the Trust  applicable  to the Twenty Fund only at such
     times as  Shareholders  shall have the right to require the Trust to redeem
     Shares of the Twenty  Fund and at such other times as may be  permitted  by
     the Trustees.

          (j) Equality.  All Shares of the Twenty Fund shall  represent an equal
     proportionate  interest in the assets belonging to the Twenty Fund (subject
     to the  liabilities of the Twenty Fund),  and each Share of the Twenty Fund
     shall be equal to each other  Share  thereof;  but the  provisions  of this
     sentence shall not restrict any distinctions  permissible  under subsection
     (c) hereof that may exist with respect to dividends  and  distributions  on
     Shares of the Twenty  Fund.  The  Trustees  may from time to time divide or
     combine  the Shares of the Twenty  Fund into a greater or lesser  number of
     Shares of the  Twenty  Fund  without  thereby  changing  the  proportionate
     beneficial  interest in the assets  belonging  to the Twenty Fund or in any
     way affecting the rights of the holders of Shares of any other Fund.

          (k) Rights of Fractional  Shares.  Any fractional  Share of the Twenty
     Fund shall carry  proportionately all the rights and obligations of a whole
     Share of the Twenty  Fund,including  rights and obligations with respect to
     voting,  receipt of dividends and distributions,  redemption of Shares, and
     liquidation of the Trust or of the Twenty Fund.

                                        5
<PAGE>
Certificate of Designation
Janus Twenty Fund


          (l) Conversion Rights.  Subject to compliance with the requirements of
     the 1940 Act, the Trustees shall have the authority to provide that holders
     of Shares of the Twenty  Fund shall have the right to convert  said  Shares
     into Shares of one or more other Funds in accordance with such requirements
     and procedures as the Trustees may establish.

          (m)  Amendment,  etc.  Subject to the  provisions  and  limitations of
     Section  9.3  of  the   Declaration  of  Trust  and  applicable  law,  this
     Certificate  of  Designation  may be  amended by an  instrument  in writing
     signed  by a  Majority  of the  Trustees  (or by an  officer  of the  Trust
     pursuant to the vote of a Majority of the Trustees),  provided that, if any
     amendment  adversely  affects the rights of the  Shareholders of the Twenty
     Fund, such amendment may be adopted by an instrument in writing signed by a
     Majority  of the  Trustees  (or by an officer of the Trust  pursuant to the
     vote of a Majority of the Trustees) when authorized to do so by the vote in
     accordance with Section 7.1 of the Declaration of Trust of the holders of a
     majority of all the Shares of the Twenty Fund  outstanding  and entitled to
     vote.

          (n)  Incorporation of Defined Terms.  All capitalized  terms which are
     not defined  herein  shall have the same  meanings as are assigned to those
     terms in the  Declaration of Trust filed with the Secretary of State of the
     Commonwealth of Massachusetts.

     The Trustees further direct that, upon the execution of this Certificate of
Designation,  the  Trust  take  all  necessary  action  to  file a copy  of this
Certificate of Designation  with the Secretary of State of The  Commonwealth  of
Massachusetts  and at any other place  required by law or by the  Declaration of
Trust.

     IN WITNESS WHEREOF, the undersigned has set her hand and seal this 20th day
of May, 1992.



                                        /s/ Janice M. Teague
                                        Janice M. Teague, Secretary

                                        6
<PAGE>
                                 ACKNOWLEDGMENT


STATE OF COLORADO                   )
     CITY AND                       :
COUNTY OF DENVER                    )


     On this 20th day of May, 1992,  before me personally came Janice M. Teague,
Secretary  of Janus  Investment  Fund,  to me  known,  and known to me to be the
person described in and who executed the foregoing instrument,  and acknowledged
that she had  executed  the same as her free act and deed.  Witness  my hand and
official seal.



                                        /s/ Lana E. Dolly
                                        Notary Public
                                        My commission expires    9/24/95

                                       7


                                                                    EXHIBIT 1(e)
                              JANUS INVESTMENT FUND

                           CERTIFICATE OF DESIGNATION

                                       FOR

                           JANUS FLEXIBLE INCOME FUND


     The undersigned,  being the Secretary of Janus Investment Fund (hereinafter
referred  to as the  "Trust"),  a trust  with  transferable  shares  of the type
commonly  called a  Massachusetts  business  trust,  DOES HEREBY  CERTIFY  that,
pursuant to the  authority  conferred  upon the Trustees of the Trust by Section
6.1(b) and Section 9.3 of the Agreement and Declaration of Trust, dated February
11,  1986,  and  all  amendments  thereto,   (hereinafter  referred  to  as  the
"Declaration  of  Trust")  and by the  affirmative  vote  of a  Majority  of the
Trustees at a meeting duly called and held on May 8, 1992,  the  Declaration  of
Trust is amended as follows:

     There is hereby  established  and designated the Janus Flexible Income Fund
(hereinafter referred to as the "Flexible Income Fund"). The beneficial interest
in the Flexible Income Fund shall be divided into Shares having a nominal or par
value of one cent ($.01) per Share, of which an unlimited  number may be issued,
which Shares shall  represent  interests  only in the Flexible  Income Fund. The
Shares  of the  Flexible  Income  Fund  shall  have  the  following  rights  and
preferences:

          (a) Assets  Belonging to the Flexible  Income Fund. Any portion of the
     Trust Property allocated to the Flexible Income Fund, and all consideration
     received  by the Trust  for the  issue or sale of  Shares  of the  Flexible
     Income  Fund,  together  with all  assets in which  such  consideration  is
     invested or reinvested, all interest,  dividends, income, earnings, profits
     and gains therefrom,  and proceeds thereof,  including any proceeds derived
     from the sale,  exchange or  liquidation  of such assets,  and any funds or
     payments  derived from any  reinvestment  of such proceeds in whatever form
     the same may be,  shall be held by the Trustees in trust for the benefit of
     the holders of Shares of the  Flexible  Income  Fund and shall  irrevocably
     belong  to the  Flexible  Income  Fund for all  purposes,  and  shall be so
     recorded upon the books of account of the Trust,  and the  Shareholders  of
     any other Fund who are not  Shareholders  of the Flexible Income Fund shall
     not have, and shall be  conclusively  deemed to have waived,  any claims to
     the  assets  of the  Flexible  Income  Fund.  Such  consideration,  assets,
     interest,   dividends,  income,  earnings,  profits,  gains  and  proceeds,
     together  with any General Items  allocated to the Flexible  Income Fund as
     provided in the following sentence, are

                                        1
<PAGE>
Certificate of Designation
Janus Flexible Income Fund


     herein  referred to  collectively  as "Fund Assets" of the Flexible  Income
     Fund, and as assets  "belonging to" the Flexible  Income Fund. In the event
     that there are any assets, income, earnings, profits, and proceeds thereof,
     funds,  or payments which are not readily  identifiable as belonging to any
     particular Fund (collectively "General Items"), the Trustees shall allocate
     such  General  Items to and among any one or more of the Funds  established
     and designated  from time to time in such manner and on such basis as they,
     in their sole discretion, deem fair and equitable; and any General Items so
     allocated  to the  Flexible  Income Fund shall belong to and be part of the
     Fund  Assets of the  Flexible  Income  Fund.  Each such  allocation  by the
     Trustees shall be conclusive and binding upon the  Shareholders  of all the
     Funds for all purposes.

          (b) Liabilities of the Flexible  Income Fund. The assets  belonging to
     the Flexible  Income Fund shall be charged with the  liabilities in respect
     of the Flexible Income Fund and all expenses,  costs,  charges and reserves
     attributable  to the  Flexible  Income Fund,  and any general  liabilities,
     expenses,  costs,  charges or  reserves  of the Trust which are not readily
     identifiable  as pertaining to any  particular  Fund shall be allocated and
     charged  by the  Trustees  to  and  among  any  one or  more  of the  Funds
     established  and  designated  from time to time in such  manner and on such
     basis as the Trustees in their sole discretion deem fair and equitable. The
     indebtedness,  expenses,  costs,  charges  and  reserves  allocated  and so
     charged to the Flexible  Income Fund are herein referred to as "liabilities
     of" the Flexible Income Fund.  Each  allocation of  liabilities,  expenses,
     costs, charges and reserves by the Trustees shall be conclusive and binding
     upon the  Shareholders  of all the Funds for all purposes.  Any creditor of
     the Flexible Income Fund may look only to the assets of the Flexible Income
     Fund to satisfy such creditor's debt.

          (c) Dividends.  Dividends and  distributions on Shares of the Flexible
     Income Fund may be paid with such  frequency as the Trustees may determine,
     which  may be daily or  otherwise  pursuant  to a  standing  resolution  or
     resolutions  adopted  only once or with such  frequency as the Trustees may
     determine,  to the  Shareholders  of the Flexible Income Fund, from such of
     the income, accrued or realized, and capital gains, realized or unrealized,
     and  out of the  assets  belonging  to the  Flexible  Income  Fund,  as the
     Trustees may

                                        2
<PAGE>
Certificate of Designation
Janus Flexible Income Fund


     determine,  after  providing  for actual  and  accrued  liabilities  of the
     Flexible  Income Fund.  All  dividends and  distributions  on Shares of the
     Flexible Income Fund shall be distributed  pro rata to the  Shareholders of
     the Flexible Income Fund in proportion to the number of such Shares held by
     such holders at the date and time of record  established for the payment of
     such  dividends  or  distributions,  except  that in  connection  with  any
     dividend or  distribution  program or procedure  the Trustees may determine
     that no dividend or distribution shall be payable on Shares as to which the
     Shareholder's  purchase  order and/or payment have not been received by the
     time or times  established by the Trustees under such program or procedure,
     or that  dividends or  distributions  shall be payable on Shares which have
     been tendered by the holder thereof for  redemption or repurchase,  but the
     redemption or  repurchase  proceeds of which have not yet been paid to such
     Shareholder. Such dividends and distributions may be made in cash or Shares
     of the Flexible  Income Fund or a combination  thereof as determined by the
     Trustees,  or pursuant to any program  that the Trustees may have in effect
     at the time for the election by each  Shareholder of the mode of the making
     of such dividend or distribution to that Shareholder.  Any such dividend or
     distribution  paid in Shares will be paid at the net asset value thereof as
     determined in accordance with subsection (h) hereof.

          (d) Liquidation. In the event of the liquidation or dissolution of the
     Trust,  the  Shareholders  of the Flexible Income Fund shall be entitled to
     receive,  when and as  declared  by the  Trustees,  the  excess of the Fund
     Assets over the  liabilities  of the Flexible  Income  Fund.  The assets so
     distributable  to the  Shareholders  of the  Flexible  Income Fund shall be
     distributed  among such  Shareholders in proportion to the number of Shares
     of the  Flexible  Income Fund held by them and recorded on the books of the
     Trust.  The  liquidation  of the Flexible  Income Fund may be authorized by
     vote of a Majority of the Trustees,  subject to the affirmative  vote of "a
     majority of the outstanding voting securities" of the Flexible Income Fund,
     as the quoted  phrase is defined in the 1940 Act,  determined in accordance
     with clause  (iii) of the  definition  of  "Majority  Shareholder  Vote" in
     Section 1.4 of the Declaration of Trust.

                                        3
<PAGE>
Certificate of Designation
Janus Flexible Income Fund


          (e) Voting. The Shareholders shall have the voting rights set forth in
     or determined under Article 7 of the Declaration of Trust.

          (f) Redemption by  Shareholder.  Each holder of Shares of the Flexible
     Income Fund shall have the right at such times as may be  permitted  by the
     Trust,  but no less frequently than once each week, to require the Trust to
     redeem  all or any part of his  Shares  of the  Flexible  Income  Fund at a
     redemption  price  equal to the net asset  value per Share of the  Flexible
     Income Fund next  determined in accordance with subsection (h) hereof after
     the  Shares  are  properly  tendered  for  redemption;  provided,  that the
     Trustees may from time to time, in their discretion, determine and impose a
     fee for such redemption.  Payment of the redemption price shall be in cash;
     provided,  however,  that if the Trustees  determine,  which  determination
     shall be  conclusive,  that  conditions  exist which make payment wholly in
     cash unwise or undesirable,  the Trust may make payment wholly or partly in
     Securities  or other assets  belonging  to the Flexible  Income Fund at the
     value of such Securities or assets used in such  determination of net asset
     value. Notwithstanding the foregoing, the Trust may postpone payment of the
     redemption  price and may suspend the right of the holders of Shares of the
     Flexible  Income Fund to require the Trust to redeem Shares of the Flexible
     Income  Fund  during  any  period  or at any time  when  and to the  extent
     permissible under the 1940 Act.

          (g) Redemption at the Option of the Trust.  Each Share of the Flexible
     Income  Fund shall be subject to  redemption  at the option of the Trust at
     the  redemption  price  which would be  applicable  if such Share were then
     being redeemed by the Shareholder pursuant to subsection (f) hereof: (i) at
     any time, if the Trustees  determine in their sole  discretion that failure
     to so redeem may have materially adverse consequences to the holders of the
     Shares of the Trust or of any Fund, or (ii) upon such other conditions with
     respect to maintenance  of Shareholder  accounts of a minimum amount as may
     from time to time be  determined  by the Trustees and set forth in the then
     current  Prospectus of the Flexible  Income Fund.  Upon such redemption the
     holders of the Shares so redeemed  shall have no further right with respect
     thereto other than to receive payment of such redemption price.

                                        4
<PAGE>
Certificate of Designation
Janus Flexible Income Fund


          (h) Net Asset  Value.  The net asset  value per Share of the  Flexible
     Income Fund at any time shall be the  quotient  obtained  by  dividing  the
     value of the net assets of the Flexible Income Fund at such time (being the
     current value of the assets belonging to the Flexible Income Fund, less its
     then  existing  liabilities)  by the total number of Shares of the Flexible
     Income Fund then outstanding, all determined in accordance with the methods
     and  procedures,   including  without  limitation  those  with  respect  to
     rounding,  established  by the Trustees from time to time. The Trustees may
     determine to maintain the net asset value per Share of the Flexible  Income
     Fund at a designated constant dollar amount and in connection therewith may
     adopt  procedures  not  inconsistent  with the 1940 Act for the  continuing
     declaration of income attributable to the Flexible Income Fund as dividends
     payable in additional  Shares of the Flexible Income Fund at the designated
     constant  dollar amount and for the handling of any losses  attributable to
     the Flexible  Income Fund. Such procedures may provide that in the event of
     any loss each Shareholder shall be deemed to have contributed to the shares
     of  beneficial  interest  account of the Flexible  Income Fund his pro rata
     portion of the total  number of Shares  required to be canceled in order to
     permit  the net asset  value per share of the  Flexible  Income  Fund to be
     maintained,  after reflecting such loss, at the designated  constant dollar
     amount.  Each  Shareholder  of the Flexible  Income Fund shall be deemed to
     have expressly  agreed,  by his investment in the Flexible  Income Fund, to
     make the contribution referred to in the preceding sentence in the event of
     any such loss.

          (i)  Transfer.  All  Shares  of the  Flexible  Income  Fund  shall  be
     transferable,  but transfers of Shares of the Flexible  Income Fund will be
     recorded  on the Share  transfer  records  of the Trust  applicable  to the
     Flexible  Income  Fund only at such  times as  Shareholders  shall have the
     right to require the Trust to redeem Shares of the Flexible Income Fund and
     at such other times as may be permitted by the Trustees.

          (j) Equality.  All Shares of the Flexible  Income Fund shall represent
     an equal  proportionate  interest in the assets  belonging  to the Flexible
     Income Fund (subject to the liabilities of the Flexible  Income Fund),  and
     each Share of the  Flexible  Income Fund shall be equal to each other Share
     thereof;  but the  provisions  of this  sentence  shall  not  restrict  any
     distinctions permissible under subsection (c)

                                        5
<PAGE>
Certificate of Designation
Janus Flexible Income Fund


     hereof that may exist with respect to dividends and distributions on Shares
     of the Flexible  Income Fund.  The Trustees may from time to time divide or
     combine  the Shares of the  Flexible  Income  Fund into a greater or lesser
     number of Shares of the Flexible Income Fund without  thereby  changing the
     proportionate  beneficial  interest in the assets belonging to the Flexible
     Income Fund or in any way  affecting the rights of the holders of Shares of
     any other Fund.

          (k) Rights of Fractional  Shares. Any fractional Share of the Flexible
     Income Fund shall carry proportionately all the rights and obligations of a
     whole Share of the Flexible Income Fund,  including  rights and obligations
     with respect to voting, receipt of dividends and distributions,  redemption
     of Shares, and liquidation of the Trust or of the Flexible Income Fund.

          (l) Conversion Rights.  Subject to compliance with the requirements of
     the 1940 Act, the Trustees shall have the authority to provide that holders
     of Shares of the Flexible  Income Fund shall have the right to convert said
     Shares  into  Shares of one or more  other  Funds in  accordance  with such
     requirements and procedures as the Trustees may establish.

          (m)  Amendment,  etc.  Subject to the  provisions  and  limitations of
     Section  9.3  of  the   Declaration  of  Trust  and  applicable  law,  this
     Certificate  of  Designation  may be  amended by an  instrument  in writing
     signed  by a  Majority  of the  Trustees  (or by an  officer  of the  Trust
     pursuant to the vote of a Majority of the Trustees),  provided that, if any
     amendment  adversely affects the rights of the Shareholders of the Flexible
     Income Fund,  such  amendment  may be adopted by an  instrument  in writing
     signed  by a  Majority  of the  Trustees  (or by an  officer  of the  Trust
     pursuant to the vote of a Majority of the Trustees)  when  authorized to do
     so by the vote in accordance  with Section 7.1 of the  Declaration of Trust
     of the holders of a majority of all the Shares of the Flexible  Income Fund
     outstanding and entitled to vote.

          (n)  Incorporation of Defined Terms.  All capitalized  terms which are
     not defined  herein  shall have the same  meanings as are assigned to those
     terms in the  Declaration of Trust filed with the Secretary of State of the
     Commonwealth of Massachusetts.

                                        6
<PAGE>
Certificate of Designation
Janus Flexible Income Fund


     The Trustees further direct that, upon the execution of this Certificate of
Designation,  the  Trust  take  all  necessary  action  to  file a copy  of this
Certificate of Designation  with the Secretary of State of The  Commonwealth  of
Massachusetts  and at any other place  required by law or by the  Declaration of
Trust.

     IN WITNESS WHEREOF, the undersigned has set her hand and seal this 20th day
of May, 1992.



                                        /s/ Janice M. Teague
                                        Janice M. Teague, Secretary

                                        7
<PAGE>
                                 ACKNOWLEDGMENT



STATE OF COLORADO                   )
     CITY AND                       :
COUNTY OF DENVER                    )


     On this 20th day of May, 1992,  before me personally came Janice M. Teague,
Secretary  of Janus  Investment  Fund,  to me  known,  and known to me to be the
person described in and who executed the foregoing instrument,  and acknowledged
that she had  executed  the same as her free act and deed.  Witness  my hand and
official seal.




                                        /s/ Lana E. Dolly
                                        Notary Public

                                        My commission expires     9/24/95

                                       8


                                                                    EXHIBIT 1(g)
                              JANUS INVESTMENT FUND

                           CERTIFICATE OF DESIGNATION

                                       FOR

                               JANUS VENTURE FUND


     The undersigned,  being the Secretary of Janus Investment Fund (hereinafter
referred  to as the  "Trust"),  a trust  with  transferable  shares  of the type
commonly  called a  Massachusetts  business  trust,  DOES HEREBY  CERTIFY  that,
pursuant to the  authority  conferred  upon the Trustees of the Trust by Section
6.1(b) and Section 9.3 of the Agreement and Declaration of Trust, dated February
11,  1986,  and  all  amendments  thereto,   (hereinafter  referred  to  as  the
"Declaration  of  Trust")  and by the  affirmative  vote  of a  Majority  of the
Trustees at a meeting duly called and held on May 8, 1992,  the  Declaration  of
Trust is amended as follows:

     There  is  hereby   established  and  designated  the  Janus  Venture  Fund
(hereinafter  referred to as the "Venture Fund"). The beneficial interest in the
Venture Fund shall be divided  into Shares  having a nominal or par value of one
cent ($.01) per Share, of which an unlimited number may be issued,  which Shares
shall  represent  interests  only in the Venture Fund. The Shares of the Venture
Fund shall have the following rights and preferences:

          (a) Assets  Belonging  to the Venture  Fund.  Any portion of the Trust
     Property  allocated to the Venture Fund, and all consideration  received by
     the Trust for the issue or sale of  Shares of the  Venture  Fund,  together
     with all assets in which such consideration is invested or reinvested,  all
     interest,  dividends,  income,  earnings,  profits and gains therefrom, and
     proceeds thereof, including any proceeds derived from the sale, exchange or
     liquidation  of such  assets,  and any funds or payments  derived  from any
     reinvestment  of such  proceeds in whatever  form the same may be, shall be
     held by the  Trustees  in trust for the benefit of the holders of Shares of
     the Venture Fund and shall  irrevocably  belong to the Venture Fund for all
     purposes,  and shall be so recorded upon the books of account of the Trust,
     and the  Shareholders  of any other  Fund who are not  Shareholders  of the
     Venture  Fund  shall not have,  and  shall be  conclusively  deemed to have
     waived,  any claims to the assets of the Venture Fund. Such  consideration,
     assets, interest, dividends, income, earnings, profits, gains and proceeds,
     together with any General  Items  allocated to the Venture Fund as provided
     in the following  sentence,  are herein  referred to  collectively as "Fund
     Assets" of the

                                        1
<PAGE>
Certificate of Designation
Janus Venture Fund


     Venture Fund,  and as assets  "belonging to" the Venture Fund. In the event
     that there are any assets, income, earnings, profits, and proceeds thereof,
     funds,  or payments which are not readily  identifiable as belonging to any
     particular Fund (collectively "General Items"), the Trustees shall allocate
     such  General  Items to and among any one or more of the Funds  established
     and designated  from time to time in such manner and on such basis as they,
     in their sole discretion, deem fair and equitable; and any General Items so
     allocated  to the  Venture  Fund  shall  belong  to and be part of the Fund
     Assets of the Venture Fund.  Each such  allocation by the Trustees shall be
     conclusive  and  binding  upon the  Shareholders  of all the  Funds for all
     purposes.

          (b)  Liabilities  of the Venture  Fund.  The assets  belonging  to the
     Venture  Fund  shall be  charged  with the  liabilities  in  respect of the
     Venture Fund and all expenses,  costs, charges and reserves attributable to
     the Venture Fund, and any general liabilities,  expenses, costs, charges or
     reserves of the Trust which are not readily  identifiable  as pertaining to
     any  particular  Fund shall be allocated and charged by the Trustees to and
     among any one or more of the Funds  established and designated from time to
     time in such  manner  and on such  basis  as the  Trustees  in  their  sole
     discretion  deem fair and equitable.  The  indebtedness,  expenses,  costs,
     charges  and  reserves  allocated  and so charged to the  Venture  Fund are
     herein referred to as "liabilities of" the Venture Fund. Each allocation of
     liabilities, expenses, costs, charges and reserves by the Trustees shall be
     conclusive  and  binding  upon the  Shareholders  of all the  Funds for all
     purposes.  Any  creditor of the Venture Fund may look only to the assets of
     the Venture Fund to satisfy such creditor's debt.

          (c) Dividends.  Dividends and  distributions  on Shares of the Venture
     Fund may be paid with such frequency as the Trustees may  determine,  which
     may be daily or otherwise pursuant to a standing  resolution or resolutions
     adopted only once or with such frequency as the Trustees may determine,  to
     the  Shareholders of the Venture Fund, from such of the income,  accrued or
     realized, and capital gains, realized or unrealized,  and out of the assets
     belonging  to the  Venture  Fund,  as the  Trustees  may  determine,  after
     providing  for actual and  accrued  liabilities  of the Venture  Fund.  All
     dividends  and  distributions  on  Shares  of the  Venture  Fund  shall  be
     distributed pro rata to the  Shareholders of the Venture Fund in proportion
     to the number of such Shares held by such holders at the date and time of

                                        2
<PAGE>
Certificate of Designation
Janus Venture Fund


     record  established  for the payment of such  dividends  or  distributions,
     except that in  connection  with any  dividend or  distribution  program or
     procedure the Trustees may determine that no dividend or distribution shall
     be payable on Shares as to which the  Shareholder's  purchase  order and/or
     payment  have not been  received  by the time or times  established  by the
     Trustees   under  such  program  or   procedure,   or  that   dividends  or
     distributions  shall be payable on Shares  which have been  tendered by the
     holder  thereof  for  redemption  or  repurchase,  but  the  redemption  or
     repurchase  proceeds  of which have not yet been paid to such  Shareholder.
     Such  dividends  and  distributions  may be made in cash or  Shares  of the
     Venture Fund or a combination  thereof as  determined  by the Trustees,  or
     pursuant to any program  that the  Trustees  may have in effect at the time
     for the  election  by each  Shareholder  of the mode of the  making of such
     dividend  or  distribution  to  that  Shareholder.  Any  such  dividend  or
     distribution  paid in Shares will be paid at the net asset value thereof as
     determined in accordance with subsection (h) hereof.

          (d) Liquidation. In the event of the liquidation or dissolution of the
     Trust,  the  Shareholders of the Venture Fund shall be entitled to receive,
     when and as  declared by the  Trustees,  the excess of the Fund Assets over
     the  liabilities  of the Venture Fund. The assets so  distributable  to the
     Shareholders   of  the  Venture  Fund  shall  be  distributed   among  such
     Shareholders in proportion to the number of Shares of the Venture Fund held
     by them and  recorded  on the books of the Trust.  The  liquidation  of the
     Venture  Fund may be  authorized  by vote of a  Majority  of the  Trustees,
     subject to the affirmative  vote of "a majority of the  outstanding  voting
     securities"  of the Venture  Fund,  as the quoted  phrase is defined in the
     1940 Act,  determined in accordance  with clause (iii) of the definition of
     "Majority Shareholder Vote" in Section 1.4 of the Declaration of Trust.

          (e) Voting. The Shareholders shall have the voting rights set forth in
     or determined under Article 7 of the Declaration of Trust.

          (f)  Redemption by  Shareholder.  Each holder of Shares of the Venture
     Fund shall have the right at such times as may be  permitted  by the Trust,
     but no less  frequently than once each week, to require the Trust to redeem
     all or any part of his Shares of the  Venture  Fund at a  redemption  price
     equal to the net asset value per Share of the Venture Fund

                                        3
<PAGE>
Certificate of Designation
Janus Venture Fund


     next  determined in accordance  with subsection (h) hereof after the Shares
     are properly tendered for redemption;  provided, that the Trustees may from
     time to time,  in their  discretion,  determine  and  impose a fee for such
     redemption.  Payment of the  redemption  price shall be in cash;  provided,
     however,  that if the  Trustees  determine,  which  determination  shall be
     conclusive,  that conditions exist which make payment wholly in cash unwise
     or  undesirable,  the Trust may make payment wholly or partly in Securities
     or  other  assets  belonging  to the  Venture  Fund  at the  value  of such
     Securities  or  assets  used  in such  determination  of net  asset  value.
     Notwithstanding  the  foregoing,  the Trust  may  postpone  payment  of the
     redemption  price and may suspend the right of the holders of Shares of the
     Venture  Fund to require  the Trust to redeem  Shares of the  Venture  Fund
     during any period or at any time when and to the extent  permissible  under
     the 1940 Act.

          (g)  Redemption at the Option of the Trust.  Each Share of the Venture
     Fund  shall be  subject  to  redemption  at the  option of the Trust at the
     redemption  price which would be  applicable  if such Share were then being
     redeemed by the Shareholder  pursuant to subsection (f) hereof:  (i) at any
     time, if the Trustees determine in their sole discretion that failure to so
     redeem  may have  materially  adverse  consequences  to the  holders of the
     Shares of the Trust or of any Fund, or (ii) upon such other conditions with
     respect to maintenance  of Shareholder  accounts of a minimum amount as may
     from time to time be  determined  by the Trustees and set forth in the then
     current Prospectus of the Venture Fund. Upon such redemption the holders of
     the Shares so redeemed  shall have no further  right with  respect  thereto
     other than to receive payment of such redemption price.

          (h) Net Asset Value. The net asset value per Share of the Venture Fund
     at any time shall be the quotient obtained by dividing the value of the net
     assets of the Venture  Fund at such time  (being the  current  value of the
     assets  belonging to the Venture Fund, less its then existing  liabilities)
     by the total  number of Shares of the Venture  Fund then  outstanding,  all
     determined in accordance with the methods and procedures, including without
     limitation those with respect to rounding, established by the Trustees from
     time to time.  The Trustees  may  determine to maintain the net asset value
     per Share of the Venture Fund at a designated constant dollar amount and in
     connection  therewith may adopt procedures not  inconsistent  with the 1940
     Act for the continuing declaration of income

                                        4
<PAGE>
Certificate of Designation
Janus Venture Fund


     attributable to the Venture Fund as dividends  payable in additional Shares
     of the Venture Fund at the  designated  constant  dollar amount and for the
     handling of any losses  attributable  to the Venture Fund.  Such procedures
     may provide that in the event of any loss each Shareholder  shall be deemed
     to have  contributed  to the shares of beneficial  interest  account of the
     Venture Fund his pro rata portion of the total number of Shares required to
     be canceled in order to permit the net asset value per share of the Venture
     Fund to be  maintained,  after  reflecting  such  loss,  at the  designated
     constant  dollar  amount.  Each  Shareholder  of the Venture  Fund shall be
     deemed to have expressly  agreed, by his investment in the Venture Fund, to
     make the contribution referred to in the preceding sentence in the event of
     any such loss.

          (i)  Transfer.  All Shares of the Venture Fund shall be  transferable,
     but  transfers  of Shares of the Venture Fund will be recorded on the Share
     transfer  records of the Trust  applicable to the Venture Fund only at such
     times as  Shareholders  shall have the right to require the Trust to redeem
     Shares of the Venture  Fund and at such other times as may be  permitted by
     the Trustees.

          (j) Equality.  All Shares of the Venture Fund shall represent an equal
     proportionate interest in the assets belonging to the Venture Fund (subject
     to the liabilities of the Venture Fund), and each Share of the Venture Fund
     shall be equal to each other  Share  thereof;  but the  provisions  of this
     sentence shall not restrict any distinctions  permissible  under subsection
     (c) hereof that may exist with respect to dividends  and  distributions  on
     Shares of the Venture  Fund.  The  Trustees may from time to time divide or
     combine the Shares of the Venture  Fund into a greater or lesser  number of
     Shares of the Venture  Fund  without  thereby  changing  the  proportionate
     beneficial  interest in the assets  belonging to the Venture Fund or in any
     way affecting the rights of the holders of Shares of any other Fund.

          (k) Rights of Fractional  Shares.  Any fractional Share of the Venture
     Fund shall carry  proportionately all the rights and obligations of a whole
     Share of the Venture Fund,

                                        5
<PAGE>
Certificate of Designation
Janus Venture Fund


     including  rights  and  obligations  with  respect  to  voting,  receipt of
     dividends and  distributions,  redemption of Shares, and liquidation of the
     Trust or of the Venture Fund.

          (l) Conversion Rights.  Subject to compliance with the requirements of
     the 1940 Act, the Trustees shall have the authority to provide that holders
     of Shares of the Venture  Fund shall have the right to convert  said Shares
     into Shares of one or more other Funds in accordance with such requirements
     and procedures as the Trustees may establish.

          (m)  Amendment,  etc.  Subject to the  provisions  and  limitations of
     Section  9.3  of  the   Declaration  of  Trust  and  applicable  law,  this
     Certificate  of  Designation  may be  amended by an  instrument  in writing
     signed  by a  Majority  of the  Trustees  (or by an  officer  of the  Trust
     pursuant to the vote of a Majority of the Trustees),  provided that, if any
     amendment  adversely  affects the rights of the Shareholders of the Venture
     Fund, such amendment may be adopted by an instrument in writing signed by a
     Majority  of the  Trustees  (or by an officer of the Trust  pursuant to the
     vote of a Majority of the Trustees) when authorized to do so by the vote in
     accordance with Section 7.1 of the Declaration of Trust of the holders of a
     majority of all the Shares of the Venture Fund  outstanding and entitled to
     vote.

          (n)  Incorporation of Defined Terms.  All capitalized  terms which are
     not defined  herein  shall have the same  meanings as are assigned to those
     terms in the  Declaration of Trust filed with the Secretary of State of the
     Commonwealth of Massachusetts.

     The Trustees further direct that, upon the execution of this Certificate of
Designation,  the  Trust  take  all  necessary  action  to  file a copy  of this
Certificate of Designation  with the Secretary of State of The  Commonwealth  of
Massachusetts  and at any other place  required by law or by the  Declaration of
Trust.

     IN WITNESS WHEREOF, the undersigned has set her hand and seal this 20th day
of May, 1992.



                                        /s/ Janice M. Teague
                                        Janice M. Teague, Secretary

                                        6
<PAGE>
                                 ACKNOWLEDGMENT



STATE OF COLORADO                   )
     CITY AND                       :
COUNTY OF DENVER                    )


     On this 20th day of May, 1992,  before me personally came Janice M. Teague,
Secretary  of Janus  Investment  Fund,  to me  known,  and known to me to be the
person described in and who executed the foregoing instrument,  and acknowledged
that she had  executed  the same as her free act and deed.  Witness  my hand and
official seal.



                                        /s/ Lana E. Dolly
                                        Notary Public


                                        My commission expires     9/24/95

                                       7

                                                                    EXHIBIT 1(h)
                              JANUS INVESTMENT FUND

                           CERTIFICATE OF DESIGNATION

                                       FOR

                              JANUS ENTERPRISE FUND


     The undersigned,  being the Secretary of Janus Investment Fund (hereinafter
referred  to as the  "Trust"),  a trust  with  transferable  shares  of the type
commonly  called a  Massachusetts  business  trust,  DOES HEREBY  CERTIFY  that,
pursuant to the  authority  conferred  upon the Trustees of the Trust by Section
6.1(b) and Section 9.3 of the Agreement and Declaration of Trust, dated February
11,  1986,  and  all  amendments  thereto,   (hereinafter  referred  to  as  the
"Declaration  of  Trust"),  and by the  affirmative  vote of a  Majority  of the
Trustees at a meeting duly called and held on February 14, 1992, the Declaration
of Trust is amended as follows:

     There is  hereby  established  and  designated  the Janus  Enterprise  Fund
(hereinafter  referred to as the "Enterprise  Fund"). The beneficial interest in
the  Enterprise  Fund shall be divided into Shares having a nominal or par value
of one cent ($.01) per Share, of which an unlimited number may be issued,  which
Shares shall represent  interests only in the Enterprise Fund. The Shares of the
Enterprise Fund shall have the following rights and preferences:

          (a) Assets  Belonging to the Enterprise Fund. Any portion of the Trust
     Property  allocated to the Enterprise Fund, and all consideration  received
     by the  Trust  for the  issue or sale of  Shares  of the  Enterprise  Fund,
     together  with all  assets  in which  such  consideration  is  invested  or
     reinvested,  all interest,  dividends,  income, earnings, profits and gains
     therefrom,  and proceeds  thereof,  including any proceeds derived from the
     sale,  exchange or  liquidation  of such assets,  and any funds or payments
     derived from any  reinvestment  of such  proceeds in whatever form the same
     may be,  shall be held by the  Trustees  in trust  for the  benefit  of the
     holders of Shares of the Enterprise  Fund and shall  irrevocably  belong to
     the  Enterprise  Fund for all  purposes,  and shall be so recorded upon the
     books of account of the Trust,  and the  Shareholders of any other Fund who
     are not  Shareholders  of the Enterprise  Fund shall not have, and shall be
     conclusively  deemed  to have  waived,  any  claims  to the  assets  of the
     Enterprise Fund. Such consideration,  assets, interest,  dividends, income,
     earnings,  profits,  gains and  proceeds,  together  with any General Items
     allocated to the Enterprise Fund as provided in the following sentence, are
     herein referred to collectively as

                                        1
<PAGE>
Certificate of Designation
Janus Enterprise Fund


     "Fund Assets" of the  Enterprise  Fund,  and as assets  "belonging  to" the
     Enterprise Fund. In the event that there are any assets, income,  earnings,
     profits,  and proceeds  thereof,  funds,  or payments which are not readily
     identifiable  as belonging to any particular  Fund  (collectively  "General
     Items"),  the Trustees  shall  allocate such General Items to and among any
     one or more of the Funds  established  and designated  from time to time in
     such manner and on such basis as they, in their sole discretion,  deem fair
     and equitable;  and any General Items so allocated to the  Enterprise  Fund
     shall belong to and be part of the Fund Assets of the Enterprise Fund. Each
     such  allocation by the Trustees  shall be conclusive  and binding upon the
     Shareholders of all the Funds for all purposes.

          (b)  Liabilities of the Enterprise  Fund. The assets  belonging to the
     Enterprise  Fund shall be charged  with the  liabilities  in respect of the
     Enterprise Fund and all expenses,  costs, charges and reserves attributable
     to the  Enterprise  Fund,  and any general  liabilities,  expenses,  costs,
     charges or  reserves of the Trust  which are not  readily  identifiable  as
     pertaining  to any  particular  Fund shall be allocated  and charged by the
     Trustees  to and  among  any  one or  more  of the  Funds  established  and
     designated  from  time  to time in such  manner  and on such  basis  as the
     Trustees  in  their  sole   discretion   deem  fair  and   equitable.   The
     indebtedness,  expenses,  costs,  charges  and  reserves  allocated  and so
     charged to the Enterprise Fund are herein  referred to as "liabilities  of"
     the Enterprise  Fund.  Each  allocation of  liabilities,  expenses,  costs,
     charges and reserves by the Trustees  shall be conclusive  and binding upon
     the  Shareholders  of all the Funds for all  purposes.  Any creditor of the
     Enterprise  Fund may look  only to the  assets  of the  Enterprise  Fund to
     satisfy such creditor's debt.

          (c) Dividends. Dividends and distributions on Shares of the Enterprise
     Fund may be paid with such frequency as the Trustees may  determine,  which
     may be daily or otherwise pursuant to a standing  resolution or resolutions
     adopted only once or with such frequency as the Trustees may determine,  to
     the Shareholders of the Enterprise  Fund, from such of the income,  accrued
     or realized,  and capital  gains,  realized or  unrealized,  and out of the
     assets  belonging to the  Enterprise  Fund, as the Trustees may  determine,
     after providing for actual and accrued  liabilities of the Enterprise Fund.
     All dividends and distributions on Shares

                                        2
<PAGE>
Certificate of Designation
Janus Enterprise Fund


     of the Enterprise Fund shall be distributed pro rata to the Shareholders of
     the Enterprise Fund in proportion to the number of such Shares held by such
     holders at the date and time of record  established for the payment of such
     dividends or distributions,  except that in connection with any dividend or
     distribution  program or  procedure  the  Trustees  may  determine  that no
     dividend  or  distribution  shall be  payable  on  Shares  as to which  the
     Shareholder's  purchase  order and/or payment have not been received by the
     time or times  established by the Trustees under such program or procedure,
     or that  dividends or  distributions  shall be payable on Shares which have
     been tendered by the holder thereof for  redemption or repurchase,  but the
     redemption or  repurchase  proceeds of which have not yet been paid to such
     Shareholder. Such dividends and distributions may be made in cash or Shares
     of the  Enterprise  Fund or a  combination  thereof  as  determined  by the
     Trustees,  or pursuant to any program  that the Trustees may have in effect
     at the time for the election by each  Shareholder of the mode of the making
     of such dividend or distribution to that Shareholder.  Any such dividend or
     distribution  paid in Shares will be paid at the net asset value thereof as
     determined in accordance with subsection (h) hereof.

          (d) Liquidation. In the event of the liquidation or dissolution of the
     Trust,  the  Shareholders  of the  Enterprise  Fund  shall be  entitled  to
     receive,  when and as  declared  by the  Trustees,  the  excess of the Fund
     Assets  over  the  liabilities  of  the  Enterprise  Fund.  The  assets  so
     distributable   to  the  Shareholders  of  the  Enterprise  Fund  shall  be
     distributed  among such  Shareholders in proportion to the number of Shares
     of the Enterprise Fund held by them and recorded on the books of the Trust.
     The  liquidation  of the  Enterprise  Fund may be  authorized  by vote of a
     Majority of the Trustees, subject to the affirmative vote of "a majority of
     the outstanding  voting  securities" of the Enterprise  Fund, as the quoted
     phrase is defined in the 1940 Act,  determined  in  accordance  with clause
     (iii) of the  definition of "Majority  Shareholder  Vote" in Section 1.4 of
     the Declaration of Trust.

          (e) Voting. The Shareholders shall have the voting rights set forth in
     or determined under Article 7 of the Declaration of Trust.

                                        3
<PAGE>
Certificate of Designation
Janus Enterprise Fund


          (f) Redemption by Shareholder. Each holder of Shares of the Enterprise
     Fund shall have the right at such times as may be  permitted  by the Trust,
     but no less  frequently than once each week, to require the Trust to redeem
     all or any part of his Shares of the Enterprise Fund at a redemption  price
     equal  to the net  asset  value  per  Share  of the  Enterprise  Fund  next
     determined in accordance  with  subsection  (h) hereof after the Shares are
     properly tendered for redemption; provided, that the Trustees may from time
     to  time,  in  their  discretion,  determine  and  impose  a fee  for  such
     redemption.  Payment of the  redemption  price shall be in cash;  provided,
     however,  that if the  Trustees  determine,  which  determination  shall be
     conclusive,  that conditions exist which make payment wholly in cash unwise
     or  undesirable,  the Trust may make payment wholly or partly in Securities
     or other  assets  belonging  to the  Enterprise  Fund at the  value of such
     Securities  or  assets  used  in such  determination  of net  asset  value.
     Notwithstanding  the  foregoing,  the Trust  may  postpone  payment  of the
     redemption  price and may suspend the right of the holders of Shares of the
     Enterprise  Fund to require  the Trust to redeem  Shares of the  Enterprise
     Fund  during any  period or at any time when and to the extent  permissible
     under the 1940 Act.

          (g)  Redemption  at  the  Option  of  the  Trust.  Each  Share  of the
     Enterprise  Fund shall be subject to  redemption at the option of the Trust
     at the  redemption  price which would be applicable if such Share were then
     being redeemed by the Shareholder pursuant to subsection (f) hereof: (i) at
     any time, if the Trustees  determine in their sole  discretion that failure
     to so redeem may have materially adverse consequences to the holders of the
     Shares of the Trust or of any Fund, or (ii) upon such other conditions with
     respect to maintenance  of Shareholder  accounts of a minimum amount as may
     from time to time be  determined  by the Trustees and set forth in the then
     current Prospectus of the Enterprise Fund. Upon such redemption the holders
     of the Shares so redeemed shall have no further right with respect  thereto
     other than to receive payment of such redemption price.

          (h) Net Asset Value.  The net asset value per Share of the  Enterprise
     Fund at any time shall be the  quotient  obtained by dividing  the value of
     the net assets of the Enterprise Fund at such time (being the current value
     of the assets  belonging to the  Enterprise  Fund,  less its then  existing
     liabilities)  by the total  number of  Shares of the  Enterprise  Fund then
     outstanding, all determined in

                                        4
<PAGE>
Certificate of Designation
Janus Enterprise Fund


     accordance with the methods and procedures,  including  without  limitation
     those with respect to rounding,  established  by the Trustees  from time to
     time.  The Trustees may determine to maintain the net asset value per Share
     of the  Enterprise  Fund at a  designated  constant  dollar  amount  and in
     connection  therewith may adopt procedures not  inconsistent  with the 1940
     Act for the continuing declaration of income attributable to the Enterprise
     Fund as dividends  payable in additional  Shares of the Enterprise  Fund at
     the  designated  constant  dollar amount and for the handling of any losses
     attributable  to the Enterprise  Fund.  Such procedures may provide that in
     the event of any loss each Shareholder  shall be deemed to have contributed
     to the shares of beneficial interest account of the Enterprise Fund his pro
     rata portion of the total number of Shares required to be canceled in order
     to permit  the net  asset  value  per  share of the  Enterprise  Fund to be
     maintained,  after reflecting such loss, at the designated  constant dollar
     amount.  Each  Shareholder of the  Enterprise  Fund shall be deemed to have
     expressly  agreed,  by his investment in the  Enterprise  Fund, to make the
     contribution referred to in the preceding sentence in the event of any such
     loss.

          (i) Transfer. All Shares of the Enterprise Fund shall be transferable,
     but  transfers  of Shares of the  Enterprise  Fund will be  recorded on the
     Share transfer  records of the Trust applicable to the Enterprise Fund only
     at such times as Shareholders  shall have the right to require the Trust to
     redeem  Shares of the  Enterprise  Fund and at such  other  times as may be
     permitted by the Trustees.

          (j) Equality.  All Shares of the  Enterprise  Fund shall  represent an
     equal proportionate interest in the assets belonging to the Enterprise Fund
     (subject to the liabilities of the Enterprise  Fund), and each Share of the
     Enterprise  Fund  shall be  equal  to each  other  Share  thereof;  but the
     provisions of this sentence shall not restrict any distinctions permissible
     under  subsection  (c) hereof that may exist with respect to dividends  and
     distributions  on Shares of the Enterprise Fund. The Trustees may from time
     to time divide or combine the Shares of the Enterprise  Fund into a greater
     or lesser number of Shares of the Enterprise Fund without thereby  changing
     the  proportionate  beneficial  interest  in the  assets  belonging  to the
     Enterprise Fund or in any way affecting the rights of the holders of Shares
     of any other Fund.

                                        5
<PAGE>
Certificate of Designation
Janus Enterprise Fund


          (k)  Rights  of  Fractional   Shares.  Any  fractional  Share  of  the
     Enterprise Fund shall carry  proportionately all the rights and obligations
     of a whole Share of the Enterprise  Fund,  including rights and obligations
     with respect to voting, receipt of dividends and distributions,  redemption
     of Shares, and liquidation of the Trust or of the Enterprise Fund.

          (l) Conversion Rights.  Subject to compliance with the requirements of
     the 1940 Act, the Trustees shall have the authority to provide that holders
     of Shares of the  Enterprise  Fund  shall  have the right to  convert  said
     Shares  into  Shares of one or more  other  Funds in  accordance  with such
     requirements and procedures as the Trustees may establish.

          (m)  Amendment,  etc.  Subject to the  provisions  and  limitations of
     Section  9.3  of  the   Declaration  of  Trust  and  applicable  law,  this
     Certificate  of  Designation  may be  amended by an  instrument  in writing
     signed  by a  Majority  of the  Trustees  (or by an  officer  of the  Trust
     pursuant to the vote of a Majority of the Trustees),  provided that, if any
     amendment   adversely  affects  the  rights  of  the  Shareholders  of  the
     Enterprise  Fund, such amendment may be adopted by an instrument in writing
     signed  by a  Majority  of the  Trustees  (or by an  officer  of the  Trust
     pursuant to the vote of a Majority of the Trustees)  when  authorized to do
     so by the vote in accordance  with Section 7.1 of the  Declaration of Trust
     of the  holders of a  majority  of all the  Shares of the  Enterprise  Fund
     outstanding and entitled to vote.

          (n)  Incorporation of Defined Terms.  All capitalized  terms which are
     not defined  herein  shall have the same  meanings as are assigned to those
     terms in the  Declaration of Trust filed with the Secretary of State of the
     Commonwealth of Massachusetts.

     The Trustees further direct that, upon the execution of this Certificate of
Designation,  the  Trust  take  all  necessary  action  to  file a copy  of this
Certificate of Designation  with the Secretary of State of The  Commonwealth  of
Massachusetts  and at any other place  required by law or by the  Declaration of
Trust.

                                        6
<PAGE>
Certificate of Designation
Janus Enterprise Fund


     IN WITNESS WHEREOF, the undersigned has set her hand and seal this 20th day
of May, 1992.



                                        /s/ Janice M. Teague

                                        Janice M. Teague, Secretary

                                        7
<PAGE>
                                 ACKNOWLEDGMENT



STATE OF COLORADO                   )
     CITY AND                       :
COUNTY OF DENVER                    )


     On this 20th day of May, 1992,  before me personally came Janice M. Teague,
Secretary  of Janus  Investment  Fund,  to me  known,  and known to me to be the
person described in and who executed the foregoing instrument,  and acknowledged
that she had  executed  the same as her free act and deed.  Witness  my hand and
official seal.



                                        /s/ Lana E. Dolly
                                        Notary Public

                                        My commission expires     9/24/95

                                       8


                                                                    EXHIBIT 1(i)
                              JANUS INVESTMENT FUND

                           CERTIFICATE OF DESIGNATION

                                       FOR

                               JANUS BALANCED FUND


     The undersigned,  being the Secretary of Janus Investment Fund (hereinafter
referred  to as the  "Trust"),  a trust  with  transferable  shares  of the type
commonly  called a  Massachusetts  business  trust,  DOES HEREBY  CERTIFY  that,
pursuant to the  authority  conferred  upon the Trustees of the Trust by Section
6.1(b) and Section 9.3 of the Agreement and Declaration of Trust, dated February
11,  1986,  and  all  amendments  thereto,   (hereinafter  referred  to  as  the
"Declaration  of  Trust")  and by the  affirmative  vote  of a  Majority  of the
Trustees at a meeting duly called and held on February 14, 1992, the Declaration
of Trust is amended as follows:

     There  is  hereby  established  and  designated  the  Janus  Balanced  Fund
(hereinafter referred to as the "Balanced Fund"). The beneficial interest in the
Balanced  Fund shall be divided into Shares having a nominal or par value of one
cent ($.01) per Share, of which an unlimited number may be issued,  which Shares
shall represent  interests only in the Balanced Fund. The Shares of the Balanced
Fund shall have the following rights and preferences:

          (a) Assets  Belonging to the Balanced  Fund.  Any portion of the Trust
     Property allocated to the Balanced Fund, and all consideration  received by
     the Trust for the issue or sale of Shares of the  Balanced  Fund,  together
     with all assets in which such consideration is invested or reinvested,  all
     interest,  dividends,  income,  earnings,  profits and gains therefrom, and
     proceeds thereof, including any proceeds derived from the sale, exchange or
     liquidation  of such  assets,  and any funds or payments  derived  from any
     reinvestment  of such  proceeds in whatever  form the same may be, shall be
     held by the  Trustees  in trust for the benefit of the holders of Shares of
     the Balanced Fund and shall irrevocably belong to the Balanced Fund for all
     purposes,  and shall be so recorded upon the books of account of the Trust,
     and the  Shareholders  of any other  Fund who are not  Shareholders  of the
     Balanced  Fund  shall not have,  and shall be  conclusively  deemed to have
     waived, any claims to the assets of the Balanced Fund. Such  consideration,
     assets, interest, dividends, income, earnings, profits, gains and proceeds,
     together with any General Items  allocated to the Balanced Fund as provided
     in the following  sentence,  are herein  referred to  collectively as "Fund
     Assets" of the

                                        1
<PAGE>
Certificate of Designation
Janus Balanced Fund


     Balanced Fund, and as assets "belonging to" the Balanced Fund. In the event
     that there are any assets, income, earnings, profits, and proceeds thereof,
     funds,  or payments which are not readily  identifiable as belonging to any
     particular Fund (collectively "General Items"), the Trustees shall allocate
     such  General  Items to and among any one or more of the Funds  established
     and designated  from time to time in such manner and on such basis as they,
     in their sole discretion, deem fair and equitable; and any General Items so
     allocated  to the  Balanced  Fund  shall  belong to and be part of the Fund
     Assets of the Balanced Fund.  Each such allocation by the Trustees shall be
     conclusive  and  binding  upon the  Shareholders  of all the  Funds for all
     purposes.

          (b)  Liabilities  of the Balanced  Fund.  The assets  belonging to the
     Balanced  Fund  shall be  charged  with the  liabilities  in respect of the
     Balanced Fund and all expenses, costs, charges and reserves attributable to
     the Balanced Fund, and any general liabilities, expenses, costs, charges or
     reserves of the Trust which are not readily  identifiable  as pertaining to
     any  particular  Fund shall be allocated and charged by the Trustees to and
     among any one or more of the Funds  established and designated from time to
     time in such  manner  and on such  basis  as the  Trustees  in  their  sole
     discretion  deem fair and equitable.  The  indebtedness,  expenses,  costs,
     charges and  reserves  allocated  and so charged to the  Balanced  Fund are
     herein referred to as  "liabilities  of" the Balanced Fund. Each allocation
     of liabilities, expenses, costs, charges and reserves by the Trustees shall
     be conclusive  and binding upon the  Shareholders  of all the Funds for all
     purposes.  Any creditor of the Balanced Fund may look only to the assets of
     the Balanced Fund to satisfy such creditor's debt.

          (c) Dividends.  Dividends and  distributions on Shares of the Balanced
     Fund may be paid with such frequency as the Trustees may  determine,  which
     may be daily or otherwise pursuant to a standing  resolution or resolutions
     adopted only once or with such frequency as the Trustees may determine,  to
     the Shareholders of the Balanced Fund, from such of the income,  accrued or
     realized, and capital gains, realized or unrealized,  and out of the assets
     belonging  to the Balanced  Fund,  as the  Trustees  may  determine,  after
     providing  for actual and accrued  liabilities  of the Balanced  Fund.  All
     dividends  and  distributions  on  Shares  of the  Balanced  Fund  shall be
     distributed pro rata to the Shareholders of the Balanced Fund in proportion
     to the

                                        2
<PAGE>
Certificate of Designation
Janus Balanced Fund


     number of such Shares  held by such  holders at the date and time of record
     established for the payment of such dividends or distributions, except that
     in connection  with any dividend or  distribution  program or procedure the
     Trustees may determine that no dividend or distribution shall be payable on
     Shares as to which the Shareholder's purchase order and/or payment have not
     been received by the time or times  established  by the Trustees under such
     program or procedure,  or that dividends or distributions  shall be payable
     on Shares which have been tendered by the holder  thereof for redemption or
     repurchase, but the redemption or repurchase proceeds of which have not yet
     been paid to such Shareholder. Such dividends and distributions may be made
     in  cash  or  Shares  of the  Balanced  Fund or a  combination  thereof  as
     determined  by the  Trustees,  or pursuant to any program that the Trustees
     may have in effect at the time for the election by each  Shareholder of the
     mode of the making of such dividend or  distribution  to that  Shareholder.
     Any such  dividend or  distribution  paid in Shares will be paid at the net
     asset value thereof as determined in accordance with subsection (h) hereof.

          (d) Liquidation. In the event of the liquidation or dissolution of the
     Trust,  the Shareholders of the Balanced Fund shall be entitled to receive,
     when and as  declared by the  Trustees,  the excess of the Fund Assets over
     the  liabilities of the Balanced Fund. The assets so  distributable  to the
     Shareholders  of  the  Balanced  Fund  shall  be  distributed   among  such
     Shareholders  in  proportion  to the number of Shares of the Balanced  Fund
     held by them and recorded on the books of the Trust. The liquidation of the
     Balanced  Fund may be  authorized  by vote of a Majority  of the  Trustees,
     subject to the affirmative  vote of "a majority of the  outstanding  voting
     securities"  of the Balanced  Fund,  as the quoted phrase is defined in the
     1940 Act,  determined in accordance  with clause (iii) of the definition of
     "Majority Shareholder Vote" in Section 1.4 of the Declaration of Trust.

          (e) Voting. The Shareholders shall have the voting rights set forth in
     or determined under Article 7 of the Declaration of Trust.

          (f) Redemption by  Shareholder.  Each holder of Shares of the Balanced
     Fund shall have the right at such times as may be  permitted  by the Trust,
     but no less  frequently than once each week, to require the Trust to redeem
     all or any

                                       3
<PAGE>
Certificate of Designation
Janus Balanced Fund


     part of his Shares of the Balanced Fund at a redemption  price equal to the
     net  asset  value  per  Share  of the  Balanced  Fund  next  determined  in
     accordance  with  subsection  (h)  hereof  after the  Shares  are  properly
     tendered for redemption; provided, that the Trustees may from time to time,
     in their  discretion,  determine  and  impose  a fee for  such  redemption.
     Payment of the redemption price shall be in cash; provided,  however,  that
     if the Trustees determine,  which  determination shall be conclusive,  that
     conditions  exist which make payment wholly in cash unwise or  undesirable,
     the Trust may make payment  wholly or partly in  Securities or other assets
     belonging to the Balanced  Fund at the value of such  Securities  or assets
     used  in  such  determination  of  net  asset  value.  Notwithstanding  the
     foregoing,  the Trust may postpone  payment of the redemption price and may
     suspend the right of the holders of Shares of the Balanced  Fund to require
     the Trust to redeem Shares of the Balanced Fund during any period or at any
     time when and to the extent permissible under the 1940 Act.

          (g) Redemption at the Option of the Trust.  Each Share of the Balanced
     Fund  shall be  subject  to  redemption  at the  option of the Trust at the
     redemption  price which would be  applicable  if such Share were then being
     redeemed by the Shareholder  pursuant to subsection (f) hereof:  (i) at any
     time, if the Trustees determine in their sole discretion that failure to so
     redeem  may have  materially  adverse  consequences  to the  holders of the
     Shares of the Trust or of any Fund, or (ii) upon such other conditions with
     respect to maintenance  of Shareholder  accounts of a minimum amount as may
     from time to time be  determined  by the Trustees and set forth in the then
     current  Prospectus of the Balanced Fund.  Upon such redemption the holders
     of the Shares so redeemed shall have no further right with respect  thereto
     other than to receive payment of such redemption price.

          (h) Net Asset  Value.  The net asset  value per Share of the  Balanced
     Fund at any time shall be the  quotient  obtained by dividing  the value of
     the net assets of the Balanced  Fund at such time (being the current  value
     of the  assets  belonging  to the  Balanced  Fund,  less its then  existing
     liabilities)  by the  total  number of  Shares  of the  Balanced  Fund then
     outstanding,  all determined in accordance with the methods and procedures,
     including without limitation those with respect to rounding, established by
     the Trustees from time to time.  The Trustees may determine to maintain the
     net asset value per Share of the Balanced Fund at a

                                        4
<PAGE>
Certificate of Designation
Janus Balanced Fund


     designated  constant  dollar amount and in  connection  therewith may adopt
     procedures  not   inconsistent   with  the  1940  Act  for  the  continuing
     declaration  of  income  attributable  to the  Balanced  Fund as  dividends
     payable  in  additional  Shares  of the  Balanced  Fund  at the  designated
     constant  dollar amount and for the handling of any losses  attributable to
     the Balanced  Fund.  Such  procedures  may provide that in the event of any
     loss each Shareholder  shall be deemed to have contributed to the shares of
     beneficial  interest  account of the Balanced  Fund his pro rata portion of
     the total  number of Shares  required to be canceled in order to permit the
     net asset  value per share of the  Balanced  Fund to be  maintained,  after
     reflecting  such loss,  at the  designated  constant  dollar  amount.  Each
     Shareholder of the Balanced Fund shall be deemed to have expressly  agreed,
     by his investment in the Balanced Fund, to make the  contribution  referred
     to in the preceding sentence in the event of any such loss.

          (i) Transfer.  All Shares of the Balanced Fund shall be  transferable,
     but  transfers of Shares of the Balanced Fund will be recorded on the Share
     transfer  records of the Trust applicable to the Balanced Fund only at such
     times as  Shareholders  shall have the right to require the Trust to redeem
     Shares of the Balanced  Fund and at such other times as may be permitted by
     the Trustees.

          (j) Equality. All Shares of the Balanced Fund shall represent an equal
     proportionate  interest  in  the  assets  belonging  to the  Balanced  Fund
     (subject to the  liabilities of the Balanced  Fund),  and each Share of the
     Balanced  Fund  shall  be  equal  to  each  other  Share  thereof;  but the
     provisions of this sentence shall not restrict any distinctions permissible
     under  subsection  (c) hereof that may exist with respect to dividends  and
     distributions on Shares of the Balanced Fund. The Trustees may from time to
     time  divide or combine the Shares of the  Balanced  Fund into a greater or
     lesser number of Shares of the Balanced Fund without  thereby  changing the
     proportionate  beneficial  interest in the assets belonging to the Balanced
     Fund or in any way  affecting  the  rights of the  holders of Shares of any
     other Fund.

          (k) Rights of Fractional  Shares. Any fractional Share of the Balanced
     Fund shall carry  proportionately all the rights and obligations of a whole
     Share of the Balanced Fund,  including  rights and obligations with respect
     to

                                        5
<PAGE>
Certificate of Designation
Janus Balanced Fund


     voting,  receipt of dividends and distributions,  redemption of Shares, and
     liquidation of the Trust or of the Balanced Fund.

          (l) Conversion Rights.  Subject to compliance with the requirements of
     the 1940 Act, the Trustees shall have the authority to provide that holders
     of Shares of the Balanced  Fund shall have the right to convert said Shares
     into Shares of one or more other Funds in accordance with such requirements
     and procedures as the Trustees may establish.

          (m)  Amendment,  etc.  Subject to the  provisions  and  limitations of
     Section  9.3  of  the   Declaration  of  Trust  and  applicable  law,  this
     Certificate  of  Designation  may be  amended by an  instrument  in writing
     signed  by a  Majority  of the  Trustees  (or by an  officer  of the  Trust
     pursuant to the vote of a Majority of the Trustees),  provided that, if any
     amendment  adversely affects the rights of the Shareholders of the Balanced
     Fund, such amendment may be adopted by an instrument in writing signed by a
     Majority  of the  Trustees  (or by an officer of the Trust  pursuant to the
     vote of a Majority of the Trustees) when authorized to do so by the vote in
     accordance with Section 7.1 of the Declaration of Trust of the holders of a
     majority of all the Shares of the Balanced Fund outstanding and entitled to
     vote.

          (n)  Incorporation of Defined Terms.  All capitalized  terms which are
     not defined  herein  shall have the same  meanings as are assigned to those
     terms in the  Declaration of Trust filed with the Secretary of State of the
     Commonwealth of Massachusetts.

     The Trustees further direct that, upon the execution of this Certificate of
Designation,  the  Trust  take  all  necessary  action  to  file a copy  of this
Certificate of Designation  with the Secretary of State of The  Commonwealth  of
Massachusetts  and at any other place  required by law or by the  Declaration of
Trust.

     IN WITNESS WHEREOF, the undersigned has set her hand and seal this 20th day
of May, 1992.



                                        /s/ Janice M. Teague

                                        Janice M. Teague, Secretary

                                        6
<PAGE>
                                 ACKNOWLEDGMENT



STATE OF COLORADO                   )
     CITY AND                       :
COUNTY OF DENVER                    )


     On this 20th day of May, 1992,  before me personally came Janice M. Teague,
Secretary  of Janus  Investment  Fund,  to me  known,  and known to me to be the
person described in and who executed the foregoing instrument,  and acknowledged
that she had  executed  the same as her free act and deed.  Witness  my hand and
official seal.



                                        /s/ Lana E. Dolly
                                        Notary Public

                                        My commission expires     9/24/95

                                       7


                                                                    EXHIBIT 1(j)
                              JANUS INVESTMENT FUND

                           CERTIFICATE OF DESIGNATION

                                       FOR

                           JANUS SHORT-TERM BOND FUND


     The undersigned,  being the Secretary of Janus Investment Fund (hereinafter
referred  to as the  "Trust"),  a trust  with  transferable  shares  of the type
commonly  called a  Massachusetts  business  trust,  DOES HEREBY  CERTIFY  that,
pursuant to the  authority  conferred  upon the Trustees of the Trust by Section
6.1(b) and Section 9.3 of the Agreement and Declaration of Trust, dated February
11,  1986,  and  all  amendments  thereto   (hereinafter   referred  to  as  the
"Declaration  of  Trust"),  and by the  affirmative  vote of a  Majority  of the
Trustees at a meeting duly called and held on May 8, 1992,  the  Declaration  of
Trust is amended as follows:

         There is hereby  established  and designated the Janus  Short-Term Bond
Fund  (hereinafter  referred to as the "Short-Term  Bond Fund").  The beneficial
interest  in the  Short-Term  Bond Fund shall be divided  into  Shares  having a
nominal or par value of one cent ($.01) per Share, of which an unlimited  number
may be issued,  which Shares shall  represent  interests  only in the Short-Term
Bond Fund.  The  Shares of the  Short-Term  Bond Fund  shall have the  following
rights and preferences:

          (a) Assets  Belonging to the Short-Term  Bond Fund. Any portion of the
     Trust Property allocated to the Short-Term Bond Fund, and all consideration
     received  by the Trust  for the  issue or sale of Shares of the  Short-Term
     Bond Fund, together with all assets in which such consideration is invested
     or reinvested, all interest, dividends, income, earnings, profits and gains
     therefrom,  and proceeds  thereof,  including any proceeds derived from the
     sale,  exchange or  liquidation  of such assets,  and any funds or payments
     derived from any  reinvestment  of such  proceeds in whatever form the same
     may be,  shall be held by the  Trustees  in trust  for the  benefit  of the
     holders of Shares of the Short-Term Bond Fund and shall irrevocably  belong
     to the Short-Term Bond Fund for all purposes, and shall be so recorded upon
     the books of account of the Trust,  and the  Shareholders of any other Fund
     who are not  Shareholders  of the Short-Term  Bond Fund shall not have, and
     shall be  conclusively  deemed to have waived,  any claims to the assets of
     the Short-Term Bond Fund. Such consideration,  assets, interest, dividends,
     income, earnings, profits, gains and proceeds, together with

                                       -1-
<PAGE>
Certificate of Designation
Janus Short-Term Bond Fund


     any General Items  allocated to the Short-Term Bond Fund as provided in the
     following sentence, are herein referred to collectively as "Fund Assets" of
     the Short-Term Bond Fund, and as assets  "belonging to" the Short-Term Bond
     Fund. In the event that there are any assets,  income,  earnings,  profits,
     and proceeds thereof, funds, or payments which are not readily identifiable
     as belonging to any particular Fund  (collectively  "General  Items"),  the
     Trustees  shall allocate such General Items to and among any one or more of
     the Funds  established  and designated from time to time in such manner and
     on such basis as they, in their sole  discretion,  deem fair and equitable;
     and any General Items so allocated to the Short-Term Bond Fund shall belong
     to and be part of the Fund Assets of the  Short-Term  Bond Fund.  Each such
     allocation  by the  Trustees  shall  be  conclusive  and  binding  upon the
     Shareholders of all the Funds for all purposes.

          (b) Liabilities of the Short-Term  Bond Fund. The assets  belonging to
     the Short-Term  Bond Fund shall be charged with the  liabilities in respect
     of the Short-Term Bond Fund and all expenses,  costs,  charges and reserves
     attributable  to the  Short-Term  Bond Fund,  and any general  liabilities,
     expenses,  costs,  charges or  reserves  of the Trust which are not readily
     identifiable  as pertaining to any  particular  Fund shall be allocated and
     charged  by the  Trustees  to  and  among  any  one or  more  of the  Funds
     established  and  designated  from time to time in such  manner and on such
     basis as the Trustees in their sole discretion deem fair and equitable. The
     indebtedness,  expenses,  costs,  charges  and  reserves  allocated  and so
     charged to the Short-Term  Bond Fund are herein referred to as "liabilities
     of" the Short-Term Bond Fund.  Each  allocation of  liabilities,  expenses,
     costs, charges and reserves by the Trustees shall be conclusive and binding
     upon the  Shareholders  of all the Funds for all purposes.  Any creditor of
     the Short-Term Bond Fund may look only to the assets of the Short-Term Bond
     Fund to satisfy such creditor's debt.

          (c) Dividends. Dividends and distributions on Shares of the Short-Term
     Bond Fund may be paid with such  frequency as the  Trustees may  determine,
     which  may be daily or  otherwise  pursuant  to a  standing  resolution  or
     resolutions  adopted  only once or with such  frequency as the Trustees may
     determine,  to the  Shareholders  of the Short-Term Bond Fund, from such of
     the income, accrued or realized, and capital

                                       -2-
<PAGE>
Certificate of Designation
Janus Short-Term Bond Fund


     gains,  realized  or  unrealized,  and out of the assets  belonging  to the
     Short-Term  Bond Fund, as the Trustees may determine,  after  providing for
     actual and accrued  liabilities of the Short-Term  Bond Fund. All dividends
     and   distributions  on  Shares  of  the  Short-Term  Bond  Fund  shall  be
     distributed  pro rata to the  Shareholders  of the Short-Term  Bond Fund in
     proportion  to the number of such Shares  held by such  holders at the date
     and  time of  record  established  for the  payment  of such  dividends  or
     distributions,  except that in connection with any dividend or distribution
     program or  procedure  the  Trustees  may  determine  that no  dividend  or
     distribution  shall be  payable  on Shares  as to which  the  Shareholder's
     purchase  order and/or  payment have not been received by the time or times
     established  by the  Trustees  under  such  program or  procedure,  or that
     dividends  or  distributions  shall be  payable  on Shares  which have been
     tendered  by the holder  thereof  for  redemption  or  repurchase,  but the
     redemption or  repurchase  proceeds of which have not yet been paid to such
     Shareholder. Such dividends and distributions may be made in cash or Shares
     of the Short-Term  Bond Fund or a combination  thereof as determined by the
     Trustees,  or pursuant to any program  that the Trustees may have in effect
     at the time for the election by each  Shareholder of the mode of the making
     of such dividend or distribution to that Shareholder.  Any such dividend or
     distribution  paid in Shares will be paid at the net asset value thereof as
     determined in accordance with subsection (h) hereof.

          (d) Liquidation. In the event of the liquidation or dissolution of the
     Trust,  the  Shareholders  of the Short-Term Bond Fund shall be entitled to
     receive,  when and as  declared  by the  Trustees,  the  excess of the Fund
     Assets over the  liabilities  of the  Short-Term  Bond Fund.  The assets so
     distributable  to the  Shareholders  of the  Short-Term  Bond Fund shall be
     distributed  among such  Shareholders in proportion to the number of Shares
     of the  Short-Term  Bond Fund held by them and recorded on the books of the
     Trust.  The  liquidation of the  Short-Term  Bond Fund may be authorized by
     vote of a Majority of the Trustees,  subject to the affirmative  vote of "a
     majority of the outstanding voting securities" of the Short-Term Bond Fund,
     as the quoted  phrase is defined in the 1940 Act,  determined in accordance
     with clause  (iii) of the  definition  of  "Majority  Shareholder  Vote" in
     Section 1.4 of the Declaration of Trust.

                                       -3-
<PAGE>
Certificate of Designation
Janus Short-Term Bond Fund


          (e) Voting. The Shareholders shall have the voting rights set forth in
     or determined under Article 7 of the Declaration of Trust.

          (f) Redemption by Shareholder. Each holder of Shares of the Short-Term
     Bond Fund  shall have the right at such  times as may be  permitted  by the
     Trust,  but no less frequently than once each week, to require the Trust to
     redeem  all or any part of his  Shares  of the  Short-Term  Bond  Fund at a
     redemption  price equal to the net asset value per Share of the  Short-Term
     Bond Fund next  determined in accordance  with  subsection (h) hereof after
     the  Shares  are  properly  tendered  for  redemption;  provided,  that the
     Trustees may from time to time, in their discretion, determine and impose a
     fee for such redemption.  Payment of the redemption price shall be in cash;
     provided,  however,  that if the Trustees  determine,  which  determination
     shall be  conclusive,  that  conditions  exist which make payment wholly in
     cash unwise or undesirable,  the Trust may make payment wholly or partly in
     Securities  or other assets  belonging to the  Short-Term  Bond Fund at the
     value of such Securities or assets used in such  determination of net asset
     value. Notwithstanding the foregoing, the Trust may postpone payment of the
     redemption  price and may suspend the right of the holders of Shares of the
     Short-Term  Bond  Fund  to  require  the  Trust  to  redeem  Shares  of the
     Short-Term  Bond  Fund  during  any  period  or at any time when and to the
     extent permissible under the 1940 Act.

          (g)  Redemption  at  the  Option  of  the  Trust.  Each  Share  of the
     Short-Term  Bond Fund shall be subject to  redemption  at the option of the
     Trust at the redemption  price which would be applicable if such Share were
     then being redeemed by the  Shareholder  pursuant to subsection (f) hereof:
     (i) at any time, if the Trustees  determine in their sole  discretion  that
     failure  to so  redeem  may have  materially  adverse  consequences  to the
     holders of the Shares of the Trust or of any Fund,  or (ii) upon such other
     conditions with respect to maintenance of Shareholder accounts of a minimum
     amount as may from time to time be determined by the Trustees and set forth
     in the then  current  Prospectus  of the  Short-Term  Bond Fund.  Upon such
     redemption  the  holders  of the Shares so  redeemed  shall have no further
     right with respect thereto other than to receive payment of such redemption
     price.

          (h) Net Asset Value.  The net asset value per Share of the  Short-Term
     Bond Fund at any time shall be the quotient  obtained by dividing the value
     of the net assets of the

                                       -4-
<PAGE>
Certificate of Designation
Janus Short-Term Bond Fund


     Short-Term  Bond Fund at such time (being the  current  value of the assets
     belonging to the Short-Term Bond Fund, less its then existing  liabilities)
     by the total number of Shares of the Short-Term Bond Fund then outstanding,
     all  determined in accordance  with the methods and  procedures,  including
     without  limitation  those with  respect to  rounding,  established  by the
     Trustees from time to time.  The Trustees may determine to maintain the net
     asset value per Share of the Short-Term Bond Fund at a designated  constant
     dollar  amount  and  in  connection  therewith  may  adopt  procedures  not
     inconsistent  with the 1940 Act for the  continuing  declaration  of income
     attributable to the Short-Term Bond Fund as dividends payable in additional
     Shares of the Short-Term Bond Fund at the designated constant dollar amount
     and for the  handling of any losses  attributable  to the  Short-Term  Bond
     Fund.  Such  procedures  may  provide  that in the  event of any loss  each
     Shareholder shall be deemed to have contributed to the shares of beneficial
     interest  account of the  Short-Term  Bond Fund his pro rata portion of the
     total  number of Shares  required to be canceled in order to permit the net
     asset value per share of the Short-Term  Bond Fund to be maintained,  after
     reflecting  such loss,  at the  designated  constant  dollar  amount.  Each
     Shareholder of the  Short-Term  Bond Fund shall be deemed to have expressly
     agreed,  by his  investment  in the  Short-Term  Bond  Fund,  to  make  the
     contribution referred to in the preceding sentence in the event of any such
     loss.

          (i)  Transfer.  All  Shares  of the  Short-Term  Bond  Fund  shall  be
     transferable,  but transfers of Shares of the Short-Term  Bond Fund will be
     recorded  on the Share  transfer  records  of the Trust  applicable  to the
     Short-Term  Bond Fund only at such  times as  Shareholders  shall  have the
     right to require the Trust to redeem Shares of the Short-Term Bond Fund and
     at such other times as may be permitted by the Trustees.

          (j) Equality.  All Shares of the Short-Term  Bond Fund shall represent
     an equal  proportionate  interest in the assets belonging to the Short-Term
     Bond Fund (subject to the  liabilities  of the Short-Term  Bond Fund),  and
     each Share of the  Short-Term  Bond Fund shall be equal to each other Share
     thereof;  but the  provisions  of this  sentence  shall  not  restrict  any
     distinctions  permissible  under  subsection (c) hereof that may exist with
     respect to dividends and  distributions  on Shares of the  Short-Term  Bond
     Fund.  The  Trustees  may from time to time divide or combine the Shares of
     the Short-Term Bond Fund into a greater or lesser number

                                       -5-
<PAGE>
Certificate of Designation
Janus Short-Term Bond Fund


     of  Shares  of the  Short-Term  Bond  Fund  without  thereby  changing  the
     proportionate beneficial interest in the assets belonging to the Short-Term
     Bond Fund or in any way  affecting  the rights of the  holders of Shares of
     any other Fund.

          (k)  Rights  of  Fractional   Shares.  Any  fractional  Share  of  the
     Short-Term  Bond  Fund  shall  carry  proportionately  all the  rights  and
     obligations of a whole Share of the Short-Term Bond Fund,  including rights
     and  obligations   with  respect  to  voting,   receipt  of  dividends  and
     distributions, redemption of Shares, and liquidation of the Trust or of the
     Short-Term Bond Fund.

          (l) Conversion Rights.  Subject to compliance with the requirements of
     the 1940 Act, the Trustees shall have the authority to provide that holders
     of Shares of the Short-Term  Bond Fund shall have the right to convert said
     Shares  into  Shares of one or more  other  Funds in  accordance  with such
     requirements and procedures as the Trustees may establish.

          (m)  Amendment,  etc.  Subject to the  provisions  and  limitations of
     Section  9.3  of  the   Declaration  of  Trust  and  applicable  law,  this
     Certificate  of  Designation  may be  amended by an  instrument  in writing
     signed  by a  Majority  of the  Trustees  (or by an  officer  of the  Trust
     pursuant to the vote of a Majority of the Trustees),  provided that, if any
     amendment   adversely  affects  the  rights  of  the  Shareholders  of  the
     Short-Term  Bond Fund,  such  amendment  may be adopted by an instrument in
     writing signed by a Majority of the Trustees (or by an officer of the Trust
     pursuant to the vote of a Majority of the Trustees)  when  authorized to do
     so by the vote in accordance  with Section 7.1 of the  Declaration of Trust
     of the holders of a majority of all the Shares of the Short-Term  Bond Fund
     outstanding and entitled to vote.

          (n)  Incorporation of Defined Terms.  All capitalized  terms which are
     not defined  herein  shall have the same  meanings as are assigned to those
     terms in the  Declaration of Trust filed with the Secretary of State of the
     Commonwealth of Massachusetts.

                                       -6-
<PAGE>
Certificate of Designation
Janus Short-Term Bond Fund


     The Trustees further direct that, upon the execution of this Certificate of
Designation,  the  Trust  take  all  necessary  action  to  file a copy  of this
Certificate of Designation  with the Secretary of State of The  Commonwealth  of
Massachusetts  and at any other place  required by law or by the  Declaration of
Trust.

     IN WITNESS WHEREOF, the undersigned has set her hand and seal this 20th day
of May, 1992.



                                        /s/ Janice M. Teague
                                        Janice M. Teague, Secretary

                                       -7-
<PAGE>
                                 ACKNOWLEDGMENT



STATE OF COLORADO                   )
     CITY AND                       :
COUNTY OF DENVER                    )


     On this 20th day of May, 1992,  before me personally came Janice M. Teague,
Secretary  of Janus  Investment  Fund,  to me  known,  and known to me to be the
person described in and who executed the foregoing instrument,  and acknowledged
that she had  executed  the same as her free act and deed.  Witness  my hand and
official seal.



                                        /s/ Lana E. Dolly
                                        Notary Public

                                        My commission expires   9/24/95

                                      -8-


                                                                    EXHIBIT 4(d)


                                     [LOGO]

                              JANUS INVESTMENT FUND
                        (A Massachusetts Business Trust)

                                JANUS TWENTY FUND

                          SHARES OF BENEFICIAL INTEREST

ACCOUNT NO.


THIS CERTIFIES that      SPECIMEN            CUSIP
                                             SEE REVERSE FOR CERTAIN DEFINITIONS


Is the owner of  ________________  shares of  beneficial  interest  in the JANUS
TWENTY  FUND  series of Janus  Investment  Fund  (the  "Fund"),  fully  paid and
nonassessable,  the said shares being issued and held subject to the  provisions
of the  Agreement  and  Declaration  of Trust of the  Fund,  and all  amendments
thereto,  copies of which are on file with the Secretary of The  Commonwealth of
Massachusetts.  The said owner by accepting  this  certificate  agrees to and is
bound  by all  of  the  said  provisions.  The  shares  represented  hereby  are
transferable  in writing  by the owner  thereof  in person or by  attorney  upon
surrender of this  certificate  to the Fund properly  endorsed for transfer (see
the reverse side hereof). This certificate is executed on behalf of the Trustees
of the Fund as Trustees and not individually and the obligations  hereof are not
binding upon any of the Trustees,  officers or shareholders individually but are
binding  only upon the assets and  property  of the JANUS  TWENTY FUND series of
Janus Investment Fund. This certificate is not valid unless countersigned by the
Transfer Agent.

Witness the facsimile seal of the Fund and the facsimile  signatures of its duly
authorized officers.

Dated:
                  /s/ Janice M. Teague                      /s/ Thomas H. Bailey
                                SECRETARY                              PRESIDENT
                                     [SEAL]

                                  COUNTERSIGNED
                                        INVESTORS FIDUCIARY TRUST COMPANY
                                          (KANSAS CITY MISSOURI)  TRANSFER AGENT

                                  BY    JANUS SERVICE CORPORATION
                                             (DENVER COLORADO) SUBTRANSFER AGENT

                                                            AUTHORIZED SIGNATURE


<PAGE>



     NOTICE:  THE SIGNATURE TO THIS  ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN  UPON  THE  FACE  OF  THE  CERTIFICATE  IN  EVERY  PARTICULAR,   WITHOUT
ALTERATIONS, ENLARGEMENT, OR ANY CHANGE WHATEVER.

     THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION IN
ACCORDANCE WITH FUND POLICIES.

The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall  be  construed  as  though  they  were  written  out in full
according to applicable laws or regulations:

         TEN COM   -  as tenants in common
         TEN ENT   -  as tenants by the entireties
         JT TEN    -  as joint tenants with right of
                      survivorship and not as tenants
                      in common

                                        UNIF GIFT MIN ACT. _____ Custodian _____
                                                           (Cust)        (Minor)
                                               Under Uniform Gifts to Minors Act
                                               _________________________________
                                                                         (State)

     Additional abbreviations may also be used though not in the above list.

For value received, _____________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

__________________________________________

________________________________________________________________________________

________________________________________________________________________________
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

____________________________________________   Shares  of  beneficial   interest
represented by the within Certificate,  and do hereby irrevocably constitute and
appoint

_______________________________________________________________________ Attorney
to  transfer  the said  shares on the books of the  within-named  Fund with full
power of substitution in the premises.

Dated, ______________________                ___________________________________
                                                          Owner
                                             ___________________________________
                                                Signature of Co-Owner, if any

          IMPORTANT { BEFORE SIGNING, READ AND COMPLY CAREFULLY
                      WITH NOTICE PRINTED ABOVE.

Signature(s) guaranteed by:

________________________________________________________________________________



                                                                    EXHIBIT 4(e)


                                     [LOGO]

                              JANUS INVESTMENT FUND
                        (A Massachusetts Business Trust)

                           JANUS FLEXIBLE INCOME FUND

                          SHARES OF BENEFICIAL INTEREST

ACCOUNT NO.


THIS CERTIFIES that      SPECIMEN            CUSIP
                                             SEE REVERSE FOR CERTAIN DEFINITIONS


Is the owner of  ________________  shares of  beneficial  interest  in the JANUS
FLEXIBLE INCOME FUND series of Janus  Investment  Fund (the "Fund"),  fully paid
and  nonassessable,  the  said  shares  being  issued  and held  subject  to the
provisions  of the  Agreement  and  Declaration  of Trust of the  Fund,  and all
amendments  thereto,  copies  of which  are on file  with the  Secretary  of The
Commonwealth  of  Massachusetts.  The said owner by accepting  this  certificate
agrees to and is bound by all of the said  provisions.  The  shares  represented
hereby are transferable in writing by the owner thereof in person or by attorney
upon surrender of this  certificate  to the Fund properly  endorsed for transfer
(see the reverse side  hereof).  This  certificate  is executed on behalf of the
Trustees of the Fund as Trustees and not individually and the obligations hereof
are not binding upon any of the Trustees,  officers or shareholders individually
but are binding only upon the assets and property of the JANUS  FLEXIBLE  INCOME
FUND series of Janus  Investment  Fund.  This  certificate  is not valid  unless
countersigned by the Transfer Agent.

Witness the facsimile seal of the Fund and the facsimile  signatures of its duly
authorized officers.

Dated:
                  /s/ Janice M. Teague                      /s/ Thomas H. Bailey
                                SECRETARY                              PRESIDENT
                                     [SEAL]

                                  COUNTERSIGNED
                                        INVESTORS FIDUCIARY TRUST COMPANY
                                          (KANSAS CITY MISSOURI)  TRANSFER AGENT

                                  BY    JANUS SERVICE CORPORATION
                                             (DENVER COLORADO) SUBTRANSFER AGENT

                                                            AUTHORIZED SIGNATURE


<PAGE>



     NOTICE:  THE SIGNATURE TO THIS  ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN  UPON  THE  FACE  OF  THE  CERTIFICATE  IN  EVERY  PARTICULAR,   WITHOUT
ALTERATIONS, ENLARGEMENT, OR ANY CHANGE WHATEVER.

     THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION IN
ACCORDANCE WITH FUND POLICIES.

The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall  be  construed  as  though  they  were  written  out in full
according to applicable laws or regulations:

         TEN COM   -  as tenants in common
         TEN ENT   -  as tenants by the entireties
         JT TEN    -  as joint tenants with right of
                      survivorship and not as tenants
                      in common

                                        UNIF GIFT MIN ACT. _____ Custodian _____
                                                           (Cust)        (Minor)
                                               Under Uniform Gifts to Minors Act
                                               _________________________________
                                                                         (State)

     Additional abbreviations may also be used though not in the above list.

For value received, _____________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

__________________________________________

________________________________________________________________________________

________________________________________________________________________________
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

____________________________________________   Shares  of  beneficial   interest
represented by the within Certificate,  and do hereby irrevocably constitute and
appoint

_______________________________________________________________________ Attorney
to  transfer  the said  shares on the books of the  within-named  Fund with full
power of substitution in the premises.

Dated, ______________________                ___________________________________
                                                          Owner
                                             ___________________________________
                                                Signature of Co-Owner, if any

          IMPORTANT { BEFORE SIGNING, READ AND COMPLY CAREFULLY
                      WITH NOTICE PRINTED ABOVE.

Signature(s) guaranteed by:

________________________________________________________________________________



                                                                    EXHIBIT 4(g)


                                     [LOGO]

                              JANUS INVESTMENT FUND
                        (A Massachusetts Business Trust)

                               JANUS VENTURE FUND

                          SHARES OF BENEFICIAL INTEREST

ACCOUNT NO.


THIS CERTIFIES that      SPECIMEN            CUSIP
                                             SEE REVERSE FOR CERTAIN DEFINITIONS


Is the owner of  ________________  shares of  beneficial  interest  in the JANUS
VENTURE  FUND  series of Janus  Investment  Fund (the  "Fund"),  fully  paid and
nonassessable,  the said shares being issued and held subject to the  provisions
of the  Agreement  and  Declaration  of Trust of the  Fund,  and all  amendments
thereto,  copies of which are on file with the Secretary of The  Commonwealth of
Massachusetts.  The said owner by accepting  this  certificate  agrees to and is
bound  by all  of  the  said  provisions.  The  shares  represented  hereby  are
transferable  in writing  by the owner  thereof  in person or by  attorney  upon
surrender of this  certificate  to the Fund properly  endorsed for transfer (see
the reverse side hereof). This certificate is executed on behalf of the Trustees
of the Fund as Trustees and not individually and the obligations  hereof are not
binding upon any of the Trustees,  officers or shareholders individually but are
binding  only upon the assets and  property of the JANUS  VENTURE FUND series of
Janus Investment Fund. This certificate is not valid unless countersigned by the
Transfer Agent.

Witness the facsimile seal of the Fund and the facsimile  signatures of its duly
authorized officers.

Dated:
                  /s/ Janice M. Teague                      /s/ Thomas H. Bailey
                                SECRETARY                              PRESIDENT
                                     [SEAL]

                                  COUNTERSIGNED
                                        INVESTORS FIDUCIARY TRUST COMPANY
                                          (KANSAS CITY MISSOURI)  TRANSFER AGENT

                                  BY    JANUS SERVICE CORPORATION
                                             (DENVER COLORADO) SUBTRANSFER AGENT

                                                            AUTHORIZED SIGNATURE


<PAGE>



     NOTICE:  THE SIGNATURE TO THIS  ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN  UPON  THE  FACE  OF  THE  CERTIFICATE  IN  EVERY  PARTICULAR,   WITHOUT
ALTERATIONS, ENLARGEMENT, OR ANY CHANGE WHATEVER.

     THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION IN
ACCORDANCE WITH FUND POLICIES.

The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall  be  construed  as  though  they  were  written  out in full
according to applicable laws or regulations:

         TEN COM   -  as tenants in common
         TEN ENT   -  as tenants by the entireties
         JT TEN    -  as joint tenants with right of
                      survivorship and not as tenants
                      in common

                                        UNIF GIFT MIN ACT. _____ Custodian _____
                                                           (Cust)        (Minor)
                                               Under Uniform Gifts to Minors Act
                                               _________________________________
                                                                         (State)

     Additional abbreviations may also be used though not in the above list.

For value received, _____________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

__________________________________________

________________________________________________________________________________

________________________________________________________________________________
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

____________________________________________   Shares  of  beneficial   interest
represented by the within Certificate,  and do hereby irrevocably constitute and
appoint

_______________________________________________________________________ Attorney
to  transfer  the said  shares on the books of the  within-named  Fund with full
power of substitution in the premises.

Dated, ______________________                ___________________________________
                                                          Owner
                                             ___________________________________
                                                Signature of Co-Owner, if any

          IMPORTANT { BEFORE SIGNING, READ AND COMPLY CAREFULLY
                      WITH NOTICE PRINTED ABOVE.

Signature(s) guaranteed by:

________________________________________________________________________________



                                                                    EXHIBIT 4(h)


                                     [LOGO]

                              JANUS INVESTMENT FUND
                        (A Massachusetts Business Trust)

                             JANUS ENTERPRISE FUND

                          SHARES OF BENEFICIAL INTEREST

ACCOUNT NO.


THIS CERTIFIES that      SPECIMEN            CUSIP
                                             SEE REVERSE FOR CERTAIN DEFINITIONS


Is the owner of  ________________  shares of  beneficial  interest  in the JANUS
ENTERPRISE  FUND series of Janus  Investment  Fund (the "Fund"),  fully paid and
nonassessable,  the said shares being issued and held subject to the  provisions
of the  Agreement  and  Declaration  of Trust of the  Fund,  and all  amendments
thereto,  copies of which are on file with the Secretary of The  Commonwealth of
Massachusetts.  The said owner by accepting  this  certificate  agrees to and is
bound  by all  of  the  said  provisions.  The  shares  represented  hereby  are
transferable  in writing  by the owner  thereof  in person or by  attorney  upon
surrender of this  certificate  to the Fund properly  endorsed for transfer (see
the reverse side hereof). This certificate is executed on behalf of the Trustees
of the Fund as Trustees and not individually and the obligations  hereof are not
binding upon any of the Trustees,  officers or shareholders individually but are
binding only upon the assets and property of the JANUS ENTERPRISE FUND series of
Janus Investment Fund. This certificate is not valid unless countersigned by the
Transfer Agent.

Witness the facsimile seal of the Fund and the facsimile  signatures of its duly
authorized officers.

Dated:
                  /s/ Janice M. Teague                      /s/ Thomas H. Bailey
                                SECRETARY                              PRESIDENT
                                     [SEAL]

                                  COUNTERSIGNED
                                        INVESTORS FIDUCIARY TRUST COMPANY
                                          (KANSAS CITY MISSOURI)  TRANSFER AGENT

                                  BY    JANUS SERVICE CORPORATION
                                             (DENVER COLORADO) SUBTRANSFER AGENT

                                                            AUTHORIZED SIGNATURE


<PAGE>



     NOTICE:  THE SIGNATURE TO THIS  ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN  UPON  THE  FACE  OF  THE  CERTIFICATE  IN  EVERY  PARTICULAR,   WITHOUT
ALTERATION, ENLARGEMENT, OR ANY CHANGE WHATEVER.

     THE SIGNATURE(S)  MUST BE GUARANTEED BY A NATIONAL OR STATE BANK, A FEDERAL
SAVINGS  AND LOAN  ASSOCIATION,  A TRUST  COMPANY OR A MEMBER FIRM OF A DOMESTIC
STOCK EXCHANGE.

The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall  be  construed  as  though  they  were  written  out in full
according to applicable laws or regulations:

         TEN COM   -  as tenants in common
         TEN ENT   -  as tenants by the entireties
         JT TEN    -  as joint tenants with right of
                      survivorship and not as tenants
                      in common

                                        UNIF GIFT MIN ACT. _____ Custodian _____
                                                           (Cust)        (Minor)
                                               Under Uniform Gifts to Minors Act
                                               _________________________________
                                                                         (State)

     Additional abbreviations may also be used though not in the above list.

For value received, _____________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

__________________________________________

________________________________________________________________________________
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

_____________________________________________   Shares  of  beneficial  interest
represented by the within Certificate,  and do hereby irrevocably constitute and
appoint

_______________________________________________________________________ Attorney
to  transfer  the said  shares on the books of the  within-named  Fund with full
power of substitution in the premises.

Dated, ______________________                ___________________________________
                                                          Owner
                                             ___________________________________
                                                Signature of Co-Owner, if any

          IMPORTANT { BEFORE SIGNING, READ AND COMPLY CAREFULLY
                      WITH NOTICE PRINTED ABOVE.

Signature(s) guaranteed by:

________________________________________________________________________________



                                                                    EXHIBIT 4(i)


                                     [LOGO]

                              JANUS INVESTMENT FUND
                        (A Massachusetts Business Trust)

                               JANUS BALANCED FUND

                          SHARES OF BENEFICIAL INTEREST

ACCOUNT NO.


THIS CERTIFIES that      SPECIMEN            CUSIP
                                             SEE REVERSE FOR CERTAIN DEFINITIONS


Is the owner of  ________________  shares of  beneficial  interest  in the JANUS
BALANCED  FUND  series of Janus  Investment  Fund (the  "Fund"),  fully paid and
nonassessable,  the said shares being issued and held subject to the  provisions
of the  Agreement  and  Declaration  of Trust of the  Fund,  and all  amendments
thereto,  copies of which are on file with the Secretary of The  Commonwealth of
Massachusetts.  The said owner by accepting  this  certificate  agrees to and is
bound  by all  of  the  said  provisions.  The  shares  represented  hereby  are
transferable  in writing  by the owner  thereof  in person or by  attorney  upon
surrender of this  certificate  to the Fund properly  endorsed for transfer (see
the reverse side hereof). This certificate is executed on behalf of the Trustees
of the Fund as Trustees and not individually and the obligations  hereof are not
binding upon any of the Trustees,  officers or shareholders individually but are
binding only upon the assets and property of the JANUS  BALANCED  FUND series of
Janus Investment Fund. This certificate is not valid unless countersigned by the
Transfer Agent.

Witness the facsimile seal of the Fund and the facsimile  signatures of its duly
authorized officers.

Dated:
                  /s/ Janice M. Teague                      /s/ Thomas H. Bailey
                                SECRETARY                              PRESIDENT
                                     [SEAL]

                                  COUNTERSIGNED
                                        INVESTORS FIDUCIARY TRUST COMPANY
                                          (KANSAS CITY MISSOURI)  TRANSFER AGENT

                                  BY    JANUS SERVICE CORPORATION
                                             (DENVER COLORADO) SUBTRANSFER AGENT

                                                            AUTHORIZED SIGNATURE


<PAGE>



     NOTICE:  THE SIGNATURE TO THIS  ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN  UPON  THE  FACE  OF  THE  CERTIFICATE  IN  EVERY  PARTICULAR,   WITHOUT
ALTERATION, ENLARGEMENT, OR ANY CHANGE WHATEVER.

     THE SIGNATURE(S)  MUST BE GUARANTEED BY A NATIONAL OR STATE BANK, A FEDERAL
SAVINGS  AND LOAN  ASSOCIATION,  A TRUST  COMPANY OR A MEMBER FIRM OF A DOMESTIC
STOCK EXCHANGE.

The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall  be  construed  as  though  they  were  written  out in full
according to applicable laws or regulations:

         TEN COM   -  as tenants in common
         TEN ENT   -  as tenants by the entireties
         JT TEN    -  as joint tenants with right of
                      survivorship and not as tenants
                      in common

                                        UNIF GIFT MIN ACT. _____ Custodian _____
                                                           (Cust)        (Minor)
                                               Under Uniform Gifts to Minors Act
                                               _________________________________
                                                                         (State)

     Additional abbreviations may also be used though not in the above list.

For value received, _____________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

__________________________________________

________________________________________________________________________________
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

_____________________________________________   Shares  of  beneficial  interest
represented by the within Certificate,  and do hereby irrevocably constitute and
appoint

_______________________________________________________________________ Attorney
to  transfer  the said  shares on the books of the  within-named  Fund with full
power of substitution in the premises.

Dated, ______________________                ___________________________________
                                                          Owner
                                             ___________________________________
                                                Signature of Co-Owner, if any

          IMPORTANT { BEFORE SIGNING, READ AND COMPLY CAREFULLY
                      WITH NOTICE PRINTED ABOVE.

Signature(s) guaranteed by:

________________________________________________________________________________



                                                                    EXHIBIT 4(j)


                                     [LOGO]

                              JANUS INVESTMENT FUND
                        (A Massachusetts Business Trust)

                           JANUS SHORT-TERM BOND FUND

                          SHARES OF BENEFICIAL INTEREST

ACCOUNT NO.


THIS CERTIFIES that      SPECIMEN            CUSIP
                                             SEE REVERSE FOR CERTAIN DEFINITIONS


Is the owner of  ________________  shares of  beneficial  interest  in the JANUS
SHORT-TERM BOND FUND series of Janus  Investment  Fund (the "Fund"),  fully paid
and  nonassessable,  the  said  shares  being  issued  and held  subject  to the
provisions  of the  Agreement  and  Declaration  of Trust of the  Fund,  and all
amendments  thereto,  copies  of which  are on file  with the  Secretary  of The
Commonwealth  of  Massachusetts.  The said owner by accepting  this  certificate
agrees to and is bound by all of the said  provisions.  The  shares  represented
hereby are transferable in writing by the owner thereof in person or by attorney
upon surrender of this  certificate  to the Fund properly  endorsed for transfer
(see the reverse side  hereof).  This  certificate  is executed on behalf of the
Trustees of the Fund as Trustees and not individually and the obligations hereof
are not binding upon any of the Trustees,  officers or shareholders individually
but are binding only upon the assets and property of the JANUS  SHORT-TERM  BOND
FUND series of Janus  Investment  Fund.  This  certificate  is not valid  unless
countersigned by the Transfer Agent.

Witness the facsimile seal of the Fund and the facsimile  signatures of its duly
authorized officers.

Dated:
                  /s/ Janice M. Teague                      /s/ Thomas H. Bailey
                                SECRETARY                              PRESIDENT
                                     [SEAL]

                                  COUNTERSIGNED
                                        INVESTORS FIDUCIARY TRUST COMPANY
                                          (KANSAS CITY MISSOURI)  TRANSFER AGENT

                                  BY    JANUS SERVICE CORPORATION
                                             (DENVER COLORADO) SUBTRANSFER AGENT

                                                            AUTHORIZED SIGNATURE


<PAGE>



     NOTICE:  THE SIGNATURE TO THIS  ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN  UPON  THE  FACE  OF  THE  CERTIFICATE  IN  EVERY  PARTICULAR,   WITHOUT
ALTERATION, ENLARGEMENT, OR ANY CHANGE WHATEVER.

     THE SIGNATURE(S)  MUST BE GUARANTEED BY A NATIONAL OR STATE BANK, A FEDERAL
SAVINGS  AND LOAN  ASSOCIATION,  A TRUST  COMPANY OR A MEMBER FIRM OF A DOMESTIC
STOCK EXCHANGE.

The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall  be  construed  as  though  they  were  written  out in full
according to applicable laws or regulations:

         TEN COM   -  as tenants in common
         TEN ENT   -  as tenants by the entireties
         JT TEN    -  as joint tenants with right of
                      survivorship and not as tenants
                      in common

                                        UNIF GIFT MIN ACT. _____ Custodian _____
                                                           (Cust)        (Minor)
                                               Under Uniform Gifts to Minors Act
                                               _________________________________
                                                                         (State)

     Additional abbreviations may also be used though not in the above list.

For value received, _____________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

__________________________________________

________________________________________________________________________________
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

_____________________________________________   Shares  of  beneficial  interest
represented by the within Certificate,  and do hereby irrevocably constitute and
appoint

_______________________________________________________________________ Attorney
to  transfer  the said  shares on the books of the  within-named  Fund with full
power of substitution in the premises.

Dated, ______________________                ___________________________________
                                                          Owner
                                             ___________________________________
                                                Signature of Co-Owner, if any

          IMPORTANT { BEFORE SIGNING, READ AND COMPLY CAREFULLY
                      WITH NOTICE PRINTED ABOVE.

Signature(s) guaranteed by:

________________________________________________________________________________


                                                                   EXHIBIT 10(c)





                                          June 26, 1992



Janus Investment Fund
100 Fillmore Street, Suite 300
Denver, CO  80206-9916

RE:  PUBLIC OFFERING OF JANUS ENTERPRISE FUND SHARES, JANUS BALANCED FUND
     SHARES AND JANUS SHORT-TERM BOND FUND SHARES OF JANUS INVESTMENT FUND

Gentlemen:

     I have  acted as  counsel  for  Janus  Investment  Fund  (the  "Trust"),  a
Massachusetts  Business Trust, in connection with the filing with the Securities
and  Exchange   Commission  of  a   post-effective   amendment  to  the  Trust's
Registration Statement with respect to the proposed sale of shares of beneficial
interest,  $0.01 par value (the "Shares")  each, of the Janus  Enterprise  Fund,
Janus Balanced Fund and Janus Short-Term Bond Fund series of the Trust.

     I have examined the Trust's  Agreement and Declaration of Trust and Bylaws,
as amended,  the  proceedings  of its  trustees  relating to the  authorization,
issuance and proposed  sale of the Shares,  and such other records and documents
as I have deemed relevant.  Based upon such  examination,  it is my opinion that
upon the  issuance  and sale of the  Shares in the  manner  contemplated  by the
aforesaid Registration Statement, such Shares will be legally issued, fully paid
and nonassessable.

     I hereby  consent  to the  filing  of this  opinion  as an  Exhibit  to the
Registration  Statement referred to above. This opinion is for the exclusive use
of the  Trust  in  connection  with the  filing  of the  Registration  Statement
referred to above with the Securities and Exchange Commission (and certain state
securities  commissions) and is not to be used, circulated,  quoted, relied upon
or  otherwise  referred to by any other  person or for any other  purpose.  This
opinion is given as of the date hereof and I render no opinion and  disclaim any
obligation  to  revise or  supplement  this  opinion  based  upon any  change in
applicable law or any factual matter that occurs or comes to my attention  after
the date hereof.

                                   Very truly yours,



                                   /s/  David C. Tucker
                                   Vice President and
                                   General Counsel



                                                                      EXHIBIT 11

                       CONSENT OF INDEPENDENT ACCOUNTANTS



We hereby  consent to the  incorporation  by  reference  in the  Prospectus  and
Statement of Additional  Information  constituting parts of this  Post-Effective
Amendment No. 80 to the registration  statement on Form N-1A (the  "Registration
Statement")  of our reports  dated  December 2 1996,  relating to the  financial
statements  and  financial  highlights  appearing in the October 31, 1996 Annual
Reports to Shareholders of Janus Investment Fund, which are also incorporated by
reference into the Registration  Statement. We also consent to the references to
us under the heading  "Financial  Highlights"  in the  Prospectus  and under the
heading "Independent Accountants" in the Statement of Additional Information.


/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP

Denver, Colorado
February 14, 1997

                                                                   EXHIBIT 16(a)


JANUS FUND

AVG. ANNUAL TOTAL RETURN FOR 1 YEAR
- -----------------------------
               1
      1000 (1+T) = 1,409.50

            1+T  = 1.40950

              T  = .4095

              T  = 40.95%


AVG. ANNUAL TOTAL RETURN FOR 5 YEARS
- -----------------------------
               5
      1000 (1+T) = 2,320.27
               5
           (1+T) = 2.32027

            1+T  = 1.1833

              T  = .1833

              T  = 18.33%



AVG. ANNUAL TOTAL RETURN FOR 10 YEARS
- -----------------------------
               10
     1000 (1+T) = 5,432.21
               10
          (1+T) = 5.43221

           1+T  = 1.1844

             T  = .1844

             T  = 18.44%







                                                                      EXHIBIT 17

                       JANUS INVESTMENT FUND (the "Trust")

                                POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS,  the undersigned hereby makes,  constitutes
and appoints  Thomas H. Bailey,  Steven R. Goodbarn and David C. Tucker and each
of them, severally,  his true and lawful attorneys and agents in his name, place
and  stead on his  behalf  (a) to sign and cause to be filed  amendments  to the
registration  statement  of the Trust  under  the  Securities  Act of 1933,  the
Investment  Company  Act of 1940  and the laws and  regulations  of the  various
states, if applicable,  and all consents and exhibits  thereto;  (b) to withdraw
such registration  statement or any amendments or exhibits and make requests for
acceleration in connection  therewith;  (c) to take all other action of whatever
kind  or  nature  in  connection  with  such  registration  statement,  and  all
amendments  thereto,  which said attorneys may deem advisable;  and (d) to make,
file,  execute,  amend and withdraw  documents of every kind,  and to take other
action of whatever  kind they may elect,  for the purpose of complying  with all
laws  relating to the sale of  securities  of the Trust,  hereby  ratifying  and
confirming  all actions of any of said attorneys  hereunder,  provided that this
Power of Attorney is ratified to be effective  by the  Trustees  with respect to
each filing or withdrawal  of such  registration  statement and all  amendments,
consents, and exhibits thereto. Said attorneys may act jointly or severally, and
the  action of one  shall  bind the  undersigned  as fully as if two or more had
acted together.

     IN WITNESS WHEREOF,  the undersigned has hereby set his hand as of this 2nd
day of January, 1997.


Signature                         Title                          Date




/s/ James T. Rothe                Trustee                        January 2, 1997
James T. Rothe


<TABLE> <S> <C>

<ARTICLE>                                                                  6
<LEGEND>
This schedule contains summary financial information extracted from financial
statements dated October 31,1996 included in the Fund's Annual Report and is
qualified in its entirely by reference to such financial statement.
</LEGEND>
<SERIES>
<NUMBER>                               007
<NAME>                                 JANUS BALANCED FUND
<MULTIPLIER>                                                           1,000
<CURRENCY>                             U.S. DOLLARS
       
<S>                                    <C>
<PERIOD-TYPE>                          YEAR
<FISCAL-YEAR-END>                      OCT-31-1996
<PERIOD-START>                         NOV-1-1995
<PERIOD-END>                           OCT-31-1996
<EXCHANGE-RATE>                                                        1.000
<INVESTMENTS-AT-COST>                                                196,989
<INVESTMENTS-AT-VALUE>                                               211,611
<RECEIVABLES>                                                          4,620
<ASSETS-OTHER>                                                           569
<OTHER-ITEMS-ASSETS>                                                       0
<TOTAL-ASSETS>                                                       216,800
<PAYABLE-FOR-SECURITIES>                                               9,280
<SENIOR-LONG-TERM-DEBT>                                                    0
<OTHER-ITEMS-LIABILITIES>                                                476
<TOTAL-LIABILITIES>                                                    9,756
<SENIOR-EQUITY>                                                            0
<PAID-IN-CAPITAL-COMMON>                                             172,106
<SHARES-COMMON-STOCK>                                                 13,618
<SHARES-COMMON-PRIOR>                                                  9,076
<ACCUMULATED-NII-CURRENT>                                              1,570
<OVERDISTRIBUTION-NII>                                                     0
<ACCUMULATED-NET-GAINS>                                               18,889
<OVERDISTRIBUTION-GAINS>                                                   0
<ACCUM-APPREC-OR-DEPREC>                                              14,479
<NET-ASSETS>                                                         207,044
<DIVIDEND-INCOME>                                                      1,164
<INTEREST-INCOME>                                                      4,488
<OTHER-INCOME>                                                             0
<EXPENSES-NET>                                                         1,922
<NET-INVESTMENT-INCOME>                                                3,730
<REALIZED-GAINS-CURRENT>                                              18,941
<APPREC-INCREASE-CURRENT>                                              4,979
<NET-CHANGE-FROM-OPS>                                                 27,650
<EQUALIZATION>                                                             0
<DISTRIBUTIONS-OF-INCOME>                                             (2,801)
<DISTRIBUTIONS-OF-GAINS>                                              (7,702)
<DISTRIBUTIONS-OTHER>                                                      0
<NUMBER-OF-SHARES-SOLD>                                                8,113
<NUMBER-OF-SHARES-REDEEMED>                                           (4,304)
<SHARES-REINVESTED>                                                      733
<NET-CHANGE-IN-ASSETS>                                                82,499
<ACCUMULATED-NII-PRIOR>                                                  356
<ACCUMULATED-GAINS-PRIOR>                                              7,935
<OVERDISTRIB-NII-PRIOR>                                                    0
<OVERDIST-NET-GAINS-PRIOR>                                                 0
<GROSS-ADVISORY-FEES>                                                  1,265
<INTEREST-EXPENSE>                                                         0
<GROSS-EXPENSE>                                                        1,955
<AVERAGE-NET-ASSETS>                                                 158,607
<PER-SHARE-NAV-BEGIN>                                                 13.720
<PER-SHARE-NII>                                                        0.330
<PER-SHARE-GAIN-APPREC>                                                2.220
<PER-SHARE-DIVIDEND>                                                  (0.260)
<PER-SHARE-DISTRIBUTIONS>                                             (0.810)
<RETURNS-OF-CAPITAL>                                                   0.000
<PER-SHARE-NAV-END>                                                   15.200
<EXPENSE-RATIO>                                                        1.230
<AVG-DEBT-OUTSTANDING>                                                     0
<AVG-DEBT-PER-SHARE>                                                   0.000
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                                  6
<LEGEND>
This schedule contains summary financial information extracted from financial
statements dated October 31, 1996 included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                               004
<NAME>                                 JANUS ENTERPRISE FUND
<MULTIPLIER>                                                           1,000
<CURRENCY>                             U.S. DOLLARS
       
<S>                                    <C>
<PERIOD-TYPE>                          YEAR
<FISCAL-YEAR-END>                      OCT-31-1996
<PERIOD-START>                         NOV-01-1995
<PERIOD-END>                           OCT-31-1996
<EXCHANGE-RATE>                                                        1.000
<INVESTMENTS-AT-COST>                                                570,968
<INVESTMENTS-AT-VALUE>                                               728,167
<RECEIVABLES>                                                         17,016
<ASSETS-OTHER>                                                           630
<OTHER-ITEMS-ASSETS>                                                       0
<TOTAL-ASSETS>                                                       745,813
<PAYABLE-FOR-SECURITIES>                                               9,971
<SENIOR-LONG-TERM-DEBT>                                                    0
<OTHER-ITEMS-LIABILITIES>                                              3,839
<TOTAL-LIABILITIES>                                                   13,810
<SENIOR-EQUITY>                                                            0
<PAID-IN-CAPITAL-COMMON>                                             546,012
<SHARES-COMMON-STOCK>                                                 23,466
<SHARES-COMMON-PRIOR>                                                 16,925
<ACCUMULATED-NII-CURRENT>                                                  0
<OVERDISTRIBUTION-NII>                                                     0
<ACCUMULATED-NET-GAINS>                                               31,206
<OVERDISTRIBUTION-GAINS>                                                   0
<ACCUM-APPREC-OR-DEPREC>                                             154,785
<NET-ASSETS>                                                         732,003
<DIVIDEND-INCOME>                                                      1,140
<INTEREST-INCOME>                                                        910
<OTHER-INCOME>                                                             0
<EXPENSES-NET>                                                         6,693
<NET-INVESTMENT-INCOME>                                               (4,643)
<REALIZED-GAINS-CURRENT>                                              36,335
<APPREC-INCREASE-CURRENT>                                             72,341
<NET-CHANGE-FROM-OPS>                                                104,033
<EQUALIZATION>                                                             0
<DISTRIBUTIONS-OF-INCOME>                                                  0
<DISTRIBUTIONS-OF-GAINS>                                             (30,845)
<DISTRIBUTIONS-OTHER>                                                      0
<NUMBER-OF-SHARES-SOLD>                                               19,462
<NUMBER-OF-SHARES-REDEEMED>                                          (14,026)
<SHARES-REINVESTED>                                                    1,105
<NET-CHANGE-IN-ASSETS>                                               272,633
<ACCUMULATED-NII-PRIOR>                                                    0
<ACCUMULATED-GAINS-PRIOR>                                             30,358
<OVERDISTRIB-NII-PRIOR>                                                    0
<OVERDIST-NET-GAINS-PRIOR>                                                 0
<GROSS-ADVISORY-FEES>                                                  4,349
<INTEREST-EXPENSE>                                                         0
<GROSS-EXPENSE>                                                        6,789
<AVERAGE-NET-ASSETS>                                                 596,313
<PER-SHARE-NAV-BEGIN>                                                 27.140
<PER-SHARE-NII>                                                        0.000
<PER-SHARE-GAIN-APPREC>                                                5.850
<PER-SHARE-DIVIDEND>                                                   0.000
<PER-SHARE-DISTRIBUTIONS>                                             (1.800)
<RETURNS-OF-CAPITAL>                                                   0.000
<PER-SHARE-NAV-END>                                                   31.190
<EXPENSE-RATIO>                                                        1.140
<AVG-DEBT-OUTSTANDING>                                                     0
<AVG-DEBT-PER-SHARE>                                                   0.000
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                                  6
<LEGEND>
This schedule contains summary financial information extracted from financial
statements dated October 31, 1996 included in the Fund's Annual Report and is
qualified in its entirely by reference to such financial statement.
</LEGEND>
<SERIES>
<NUMBER>                               19
<NAME>                                 JANUS EQUITY INCOME FUND
<MULTIPLIER>                                                           1,000
<CURRENCY>                             U.S. DOLLARS
       
<S>                                    <C>
<PERIOD-TYPE>                          YEAR
<FISCAL-YEAR-END>                      OCT-31-1996
<PERIOD-START>                         NOV-1-1995
<PERIOD-END>                           OCT-31-1996
<EXCHANGE-RATE>                                                        1.000
<INVESTMENTS-AT-COST>                                                 31,890
<INVESTMENTS-AT-VALUE>                                                32,928
<RECEIVABLES>                                                            913
<ASSETS-OTHER>                                                           622
<OTHER-ITEMS-ASSETS>                                                       0
<TOTAL-ASSETS>                                                        34,463
<PAYABLE-FOR-SECURITIES>                                               3,910
<SENIOR-LONG-TERM-DEBT>                                                    0
<OTHER-ITEMS-LIABILITIES>                                                124
<TOTAL-LIABILITIES>                                                    4,034
<SENIOR-EQUITY>                                                            0
<PAID-IN-CAPITAL-COMMON>                                              28,322
<SHARES-COMMON-STOCK>                                                  2,695
<SHARES-COMMON-PRIOR>                                                      0
<ACCUMULATED-NII-CURRENT>                                                119
<OVERDISTRIBUTION-NII>                                                     0
<ACCUMULATED-NET-GAINS>                                                  978
<OVERDISTRIBUTION-GAINS>                                                   0
<ACCUM-APPREC-OR-DEPREC>                                               1,010
<NET-ASSETS>                                                          30,429
<DIVIDEND-INCOME>                                                        267
<INTEREST-INCOME>                                                         78
<OTHER-INCOME>                                                             0
<EXPENSES-NET>                                                           123
<NET-INVESTMENT-INCOME>                                                  222
<REALIZED-GAINS-CURRENT>                                                 950
<APPREC-INCREASE-CURRENT>                                              1,010
<NET-CHANGE-FROM-OPS>                                                  2,182
<EQUALIZATION>                                                             0
<DISTRIBUTIONS-OF-INCOME>                                                (75)
<DISTRIBUTIONS-OF-GAINS>                                                   0
<DISTRIBUTIONS-OTHER>                                                      0
<NUMBER-OF-SHARES-SOLD>                                                3,793
<NUMBER-OF-SHARES-REDEEMED>                                           (1,104)
<SHARES-REINVESTED>                                                        6
<NET-CHANGE-IN-ASSETS>                                                30,429
<ACCUMULATED-NII-PRIOR>                                                    0
<ACCUMULATED-GAINS-PRIOR>                                                  0
<OVERDISTRIB-NII-PRIOR>                                                    0
<OVERDIST-NET-GAINS-PRIOR>                                                 0
<GROSS-ADVISORY-FEES>                                                     72
<INTEREST-EXPENSE>                                                         0
<GROSS-EXPENSE>                                                          129
<AVERAGE-NET-ASSETS>                                                  21,424
<PER-SHARE-NAV-BEGIN>                                                 10.000
<PER-SHARE-NII>                                                        0.070
<PER-SHARE-GAIN-APPREC>                                                1.250
<PER-SHARE-DIVIDEND>                                                   (0.03)
<PER-SHARE-DISTRIBUTIONS>                                                  0
<RETURNS-OF-CAPITAL>                                                       0
<PER-SHARE-NAV-END>                                                   11.290
<EXPENSE-RATIO>                                                        1.790
<AVG-DEBT-OUTSTANDING>                                                     0
<AVG-DEBT-PER-SHARE>                                                   0.000
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                                  6
<LEGEND>
This schedule contains summary financial information extracted from financial
statements dated October 31, 1996 included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                               12
<NAME>                                 JANUS FEDERAL TAX-EXEMPT FUND
<MULTIPLIER>                                                           1,000
<CURRENCY>                             U.S. DOLLARS
       
<S>                                    <C>
<PERIOD-TYPE>                          YEAR
<FISCAL-YEAR-END>                      OCT-31-1996
<PERIOD-START>                         NOV-01-1995
<PERIOD-END>                           OCT-31-1996
<EXCHANGE-RATE>                                                        1.000
<INVESTMENTS-AT-COST>                                                 43,799
<INVESTMENTS-AT-VALUE>                                                44,133
<RECEIVABLES>                                                          3,267
<ASSETS-OTHER>                                                            94
<OTHER-ITEMS-ASSETS>                                                       0
<TOTAL-ASSETS>                                                        47,494
<PAYABLE-FOR-SECURITIES>                                               2,534
<SENIOR-LONG-TERM-DEBT>                                                    0
<OTHER-ITEMS-LIABILITIES>                                                102
<TOTAL-LIABILITIES>                                                    2,636
<SENIOR-EQUITY>                                                            0
<PAID-IN-CAPITAL-COMMON>                                              46,050
<SHARES-COMMON-STOCK>                                                  6,481
<SHARES-COMMON-PRIOR>                                                  4,737
<ACCUMULATED-NII-CURRENT>                                                  0
<OVERDISTRIBUTION-NII>                                                     0
<ACCUMULATED-NET-GAINS>                                               (1,648)
<OVERDISTRIBUTION-GAINS>                                                   0
<ACCUM-APPREC-OR-DEPREC>                                                 456
<NET-ASSETS>                                                          44,858
<DIVIDEND-INCOME>                                                          0
<INTEREST-INCOME>                                                      2,119
<OTHER-INCOME>                                                             0
<EXPENSES-NET>                                                           236
<NET-INVESTMENT-INCOME>                                                1,883
<REALIZED-GAINS-CURRENT>                                                 260
<APPREC-INCREASE-CURRENT>                                               (110)
<NET-CHANGE-FROM-OPS>                                                  2,033
<EQUALIZATION>                                                             0
<DISTRIBUTIONS-OF-INCOME>                                             (1,884)
<DISTRIBUTIONS-OF-GAINS>                                                   0
<DISTRIBUTIONS-OTHER>                                                      0
<NUMBER-OF-SHARES-SOLD>                                                3,784
<NUMBER-OF-SHARES-REDEEMED>                                           (2,263)
<SHARES-REINVESTED>                                                      223
<NET-CHANGE-IN-ASSETS>                                                12,265
<ACCUMULATED-NII-PRIOR>                                                    0
<ACCUMULATED-GAINS-PRIOR>                                             (1,909)
<OVERDISTRIB-NII-PRIOR>                                                    0
<OVERDIST-NET-GAINS-PRIOR>                                                 0
<GROSS-ADVISORY-FEES>                                                    218
<INTEREST-EXPENSE>                                                         0
<GROSS-EXPENSE>                                                          413
<AVERAGE-NET-ASSETS>                                                  36,312
<PER-SHARE-NAV-BEGIN>                                                  6.880
<PER-SHARE-NII>                                                        0.360
<PER-SHARE-GAIN-APPREC>                                                0.040
<PER-SHARE-DIVIDEND>                                                  (0.360)
<PER-SHARE-DISTRIBUTIONS>                                              0.000
<RETURNS-OF-CAPITAL>                                                   0.000
<PER-SHARE-NAV-END>                                                    6.920
<EXPENSE-RATIO>                                                        0.680
<AVG-DEBT-OUTSTANDING>                                                     0
<AVG-DEBT-PER-SHARE>                                                   0.000
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                                  6
<LEGEND>
This schedule contains summary financial information extracted from financial
statements dated October 31, 1996 included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                               008
<NAME>                                 JANUS FLEXIBLE INCOME FUND
<MULTIPLIER>                                                           1,000
<CURRENCY>                             U.S. DOLLARS
       
<S>                                    <C>
<PERIOD-TYPE>                          YEAR
<FISCAL-YEAR-END>                      OCT-31-1996
<PERIOD-START>                         NOV-01-1995
<PERIOD-END>                           OCT-31-1996
<EXCHANGE-RATE>                                                        1.000
<INVESTMENTS-AT-COST>                                                575,618
<INVESTMENTS-AT-VALUE>                                               588,890
<RECEIVABLES>                                                         28,795
<ASSETS-OTHER>                                                           260
<OTHER-ITEMS-ASSETS>                                                       0
<TOTAL-ASSETS>                                                       617,945
<PAYABLE-FOR-SECURITIES>                                              12,025
<SENIOR-LONG-TERM-DEBT>                                                    0
<OTHER-ITEMS-LIABILITIES>                                              2,265
<TOTAL-LIABILITIES>                                                   14,290
<SENIOR-EQUITY>                                                            0
<PAID-IN-CAPITAL-COMMON>                                             589,076
<SHARES-COMMON-STOCK>                                                 62,580
<SHARES-COMMON-PRIOR>                                                 60,795
<ACCUMULATED-NII-CURRENT>                                                394
<OVERDISTRIBUTION-NII>                                                     0
<ACCUMULATED-NET-GAINS>                                                1,635
<OVERDISTRIBUTION-GAINS>                                                   0
<ACCUM-APPREC-OR-DEPREC>                                              12,550
<NET-ASSETS>                                                         603,655
<DIVIDEND-INCOME>                                                        717
<INTEREST-INCOME>                                                     50,370
<OTHER-INCOME>                                                             0
<EXPENSES-NET>                                                         5,223
<NET-INVESTMENT-INCOME>                                               45,864
<REALIZED-GAINS-CURRENT>                                              12,178
<APPREC-INCREASE-CURRENT>                                             (7,554)
<NET-CHANGE-FROM-OPS>                                                 50,488
<EQUALIZATION>                                                             0
<DISTRIBUTIONS-OF-INCOME>                                            (45,865)
<DISTRIBUTIONS-OF-GAINS>                                                   0
<DISTRIBUTIONS-OTHER>                                                      0
<NUMBER-OF-SHARES-SOLD>                                               32,701
<NUMBER-OF-SHARES-REDEEMED>                                          (34,947)
<SHARES-REINVESTED>                                                    4,031
<NET-CHANGE-IN-ASSETS>                                                23,296
<ACCUMULATED-NII-PRIOR>                                                  454
<ACCUMULATED-GAINS-PRIOR>                                            (10,601)
<OVERDISTRIB-NII-PRIOR>                                                    0
<OVERDIST-NET-GAINS-PRIOR>                                                 0
<GROSS-ADVISORY-FEES>                                                  3,620
<INTEREST-EXPENSE>                                                         0
<GROSS-EXPENSE>                                                        5,285
<AVERAGE-NET-ASSETS>                                                 603,694
<PER-SHARE-NAV-BEGIN>                                                  9.550
<PER-SHARE-NII>                                                        0.730
<PER-SHARE-GAIN-APPREC>                                                0.100
<PER-SHARE-DIVIDEND>                                                  (0.730)
<PER-SHARE-DISTRIBUTIONS>                                              0.000
<RETURNS-OF-CAPITAL>                                                   0.000
<PER-SHARE-NAV-END>                                                    9.650
<EXPENSE-RATIO>                                                        0.880
<AVG-DEBT-OUTSTANDING>                                                     0
<AVG-DEBT-PER-SHARE>                                                   0.000
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                                  6
<LEGEND>
This schedule contains summary financial information extracted from financial
statements dated October 31, 1996 included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                               006
<NAME>                                 JANUS GROWTH AND INCOME FUND
<MULTIPLIER>                                                           1,000
<CURRENCY>                             U.S. DOLLARS
       
<S>                                    <C>
<PERIOD-TYPE>                          YEAR
<FISCAL-YEAR-END>                      OCT-31-1996
<PERIOD-START>                         NOV-1-1995
<PERIOD-END>                           OCT-31-1996
<EXCHANGE-RATE>                                                        1.000
<INVESTMENTS-AT-COST>                                                885,700
<INVESTMENTS-AT-VALUE>                                             1,030,905
<RECEIVABLES>                                                          4,475
<ASSETS-OTHER>                                                           640
<OTHER-ITEMS-ASSETS>                                                       0
<TOTAL-ASSETS>                                                     1,036,020
<PAYABLE-FOR-SECURITIES>                                               1,337
<SENIOR-LONG-TERM-DEBT>                                                    0
<OTHER-ITEMS-LIABILITIES>                                              1,500
<TOTAL-LIABILITIES>                                                    2,837
<SENIOR-EQUITY>                                                            0
<PAID-IN-CAPITAL-COMMON>                                             789,372
<SHARES-COMMON-STOCK>                                                 51,529
<SHARES-COMMON-PRIOR>                                                 32,158
<ACCUMULATED-NII-CURRENT>                                              5,340
<OVERDISTRIBUTION-NII>                                                     0
<ACCUMULATED-NET-GAINS>                                               93,217
<OVERDISTRIBUTION-GAINS>                                                   0
<ACCUM-APPREC-OR-DEPREC>                                             145,254
<NET-ASSETS>                                                       1,033,183
<DIVIDEND-INCOME>                                                      9,559
<INTEREST-INCOME>                                                      3,845
<OTHER-INCOME>                                                             0
<EXPENSES-NET>                                                         7,986
<NET-INVESTMENT-INCOME>                                                5,418
<REALIZED-GAINS-CURRENT>                                              96,004
<APPREC-INCREASE-CURRENT>                                             64,283
<NET-CHANGE-FROM-OPS>                                                165,705
<EQUALIZATION>                                                             0
<DISTRIBUTIONS-OF-INCOME>                                             (3,323)
<DISTRIBUTIONS-OF-GAINS>                                             (73,130)
<DISTRIBUTIONS-OTHER>                                                      0
<NUMBER-OF-SHARES-SOLD>                                               26,416
<NUMBER-OF-SHARES-REDEEMED>                                          (11,490)
<SHARES-REINVESTED>                                                    4,445
<NET-CHANGE-IN-ASSETS>                                               450,220
<ACCUMULATED-NII-PRIOR>                                                  607
<ACCUMULATED-GAINS-PRIOR>                                             72,981
<OVERDISTRIB-NII-PRIOR>                                                    0
<OVERDIST-NET-GAINS-PRIOR>                                                 0
<GROSS-ADVISORY-FEES>                                                  5,502
<INTEREST-EXPENSE>                                                         0
<GROSS-EXPENSE>                                                        8,158
<AVERAGE-NET-ASSETS>                                                 773,343
<PER-SHARE-NAV-BEGIN>                                                 18.130
<PER-SHARE-NII>                                                        0.160
<PER-SHARE-GAIN-APPREC>                                                4.010
<PER-SHARE-DIVIDEND>                                                  (0.080)
<PER-SHARE-DISTRIBUTIONS>                                             (2.170)
<RETURNS-OF-CAPITAL>                                                   0.000
<PER-SHARE-NAV-END>                                                   20.050
<EXPENSE-RATIO>                                                        1.050
<AVG-DEBT-OUTSTANDING>                                                     0
<AVG-DEBT-PER-SHARE>                                                   0.000
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                                  6
<LEGEND>
This schedule contains summary financial information extracted from financial
statements dated October 31, 1996 included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                               152
<NAME>               JANUS GOVERNMENT MONEY MARKET FUND - INSTITUTIONAL SHARES
<MULTIPLIER>                                                           1,000
<CURRENCY>                             U.S. DOLLARS
       
<S>                                    <C>
<PERIOD-TYPE>                          YEAR
<FISCAL-YEAR-END>                      OCT-31-1996
<PERIOD-START>                         NOV-01-1995
<PERIOD-END>                           OCT-31-1996
<EXCHANGE-RATE>                                                        1.000
<INVESTMENTS-AT-COST>                                                176,745
<INVESTMENTS-AT-VALUE>                                                     0
<RECEIVABLES>                                                            700
<ASSETS-OTHER>                                                            97
<OTHER-ITEMS-ASSETS>                                                       0
<TOTAL-ASSETS>                                                       177,542
<PAYABLE-FOR-SECURITIES>                                                   0
<SENIOR-LONG-TERM-DEBT>                                                    0
<OTHER-ITEMS-LIABILITIES>                                                644
<TOTAL-LIABILITIES>                                                      644
<SENIOR-EQUITY>                                                            0
<PAID-IN-CAPITAL-COMMON>                                              59,490
<SHARES-COMMON-STOCK>                                                 59,490
<SHARES-COMMON-PRIOR>                                                 44,164
<ACCUMULATED-NII-CURRENT>                                                  0
<OVERDISTRIBUTION-NII>                                                     0
<ACCUMULATED-NET-GAINS>                                                    0
<OVERDISTRIBUTION-GAINS>                                                   0
<ACCUM-APPREC-OR-DEPREC>                                                   0
<NET-ASSETS>                                                          59,490
<DIVIDEND-INCOME>                                                          0
<INTEREST-INCOME>                                                      9,111
<OTHER-INCOME>                                                             0
<EXPENSES-NET>                                                            81
<NET-INVESTMENT-INCOME>                                                8,358
<REALIZED-GAINS-CURRENT>                                                   9
<APPREC-INCREASE-CURRENT>                                                  0
<NET-CHANGE-FROM-OPS>                                                  8,367
<EQUALIZATION>                                                             0
<DISTRIBUTIONS-OF-INCOME>                                             (2,851)
<DISTRIBUTIONS-OF-GAINS>                                                  (3)
<DISTRIBUTIONS-OTHER>                                                      0
<NUMBER-OF-SHARES-SOLD>                                              648,284
<NUMBER-OF-SHARES-REDEEMED>                                         (635,225)
<SHARES-REINVESTED>                                                    2,267
<NET-CHANGE-IN-ASSETS>                                                15,326
<ACCUMULATED-NII-PRIOR>                                                    0
<ACCUMULATED-GAINS-PRIOR>                                                  0
<OVERDISTRIB-NII-PRIOR>                                                    0
<OVERDIST-NET-GAINS-PRIOR>                                                 0
<GROSS-ADVISORY-FEES>                                                     54
<INTEREST-EXPENSE>                                                         0
<GROSS-EXPENSE>                                                           81
<AVERAGE-NET-ASSETS>                                                  53,398
<PER-SHARE-NAV-BEGIN>                                                  1.000
<PER-SHARE-NII>                                                        0.050
<PER-SHARE-GAIN-APPREC>                                                0.000
<PER-SHARE-DIVIDEND>                                                  (0.050)
<PER-SHARE-DISTRIBUTIONS>                                              0.000
<RETURNS-OF-CAPITAL>                                                   0.000
<PER-SHARE-NAV-END>                                                    1.000
<EXPENSE-RATIO>                                                        0.150
<AVG-DEBT-OUTSTANDING>                                                     0
<AVG-DEBT-PER-SHARE>                                                   0.000
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                                  6
<LEGEND>
This schedule contains summary financial information extracted from financial
statements dated October 31, 1996 included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                               151
<NAME>                   JANUS GOVERNMENT MONEY MARKET FUND - INVESTOR SHARES
<MULTIPLIER>                                                           1,000
<CURRENCY>                             U.S. DOLLARS
       
<S>                                    <C>
<PERIOD-TYPE>                          YEAR
<FISCAL-YEAR-END>                      OCT-31-1996
<PERIOD-START>                         NOV-01-1995
<PERIOD-END>                           OCT-31-1996
<EXCHANGE-RATE>                                                        1.000
<INVESTMENTS-AT-COST>                                                176,745
<INVESTMENTS-AT-VALUE>                                                     0
<RECEIVABLES>                                                            700
<ASSETS-OTHER>                                                            97
<OTHER-ITEMS-ASSETS>                                                       0
<TOTAL-ASSETS>                                                       177,542
<PAYABLE-FOR-SECURITIES>                                                   0
<SENIOR-LONG-TERM-DEBT>                                                    0
<OTHER-ITEMS-LIABILITIES>                                                644
<TOTAL-LIABILITIES>                                                      644
<SENIOR-EQUITY>                                                            0
<PAID-IN-CAPITAL-COMMON>                                             117,408
<SHARES-COMMON-STOCK>                                                117,408
<SHARES-COMMON-PRIOR>                                                119,307
<ACCUMULATED-NII-CURRENT>                                                  0
<OVERDISTRIBUTION-NII>                                                     0
<ACCUMULATED-NET-GAINS>                                                    0
<OVERDISTRIBUTION-GAINS>                                                   0
<ACCUM-APPREC-OR-DEPREC>                                                   0
<NET-ASSETS>                                                         117,408
<DIVIDEND-INCOME>                                                          0
<INTEREST-INCOME>                                                      9,111
<OTHER-INCOME>                                                             0
<EXPENSES-NET>                                                           672
<NET-INVESTMENT-INCOME>                                                8,358
<REALIZED-GAINS-CURRENT>                                                   9
<APPREC-INCREASE-CURRENT>                                                  0
<NET-CHANGE-FROM-OPS>                                                  8,367
<EQUALIZATION>                                                             0
<DISTRIBUTIONS-OF-INCOME>                                             (5,507)
<DISTRIBUTIONS-OF-GAINS>                                                  (6)
<DISTRIBUTIONS-OTHER>                                                      0
<NUMBER-OF-SHARES-SOLD>                                              121,998
<NUMBER-OF-SHARES-REDEEMED>                                         (129,217)
<SHARES-REINVESTED>                                                    5,320
<NET-CHANGE-IN-ASSETS>                                                (1,899)
<ACCUMULATED-NII-PRIOR>                                                    0
<ACCUMULATED-GAINS-PRIOR>                                                  0
<OVERDISTRIB-NII-PRIOR>                                                    0
<OVERDIST-NET-GAINS-PRIOR>                                                 0
<GROSS-ADVISORY-FEES>                                                    112
<INTEREST-EXPENSE>                                                         0
<GROSS-EXPENSE>                                                          672
<AVERAGE-NET-ASSETS>                                                 112,059
<PER-SHARE-NAV-BEGIN>                                                  1.000
<PER-SHARE-NII>                                                        0.050
<PER-SHARE-GAIN-APPREC>                                                0.000
<PER-SHARE-DIVIDEND>                                                  (0.050)
<PER-SHARE-DISTRIBUTIONS>                                              0.000
<RETURNS-OF-CAPITAL>                                                   0.000
<PER-SHARE-NAV-END>                                                    1.000
<EXPENSE-RATIO>                                                        0.600
<AVG-DEBT-OUTSTANDING>                                                     0
<AVG-DEBT-PER-SHARE>                                                   0.000
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                                  6
<LEGEND>
This schedule contains summary financial information extracted from financial
statements dated October 31, 1996 included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                               17
<NAME>                                 JANUS HIGH-YIELD FUND
<MULTIPLIER>                                                           1,000
<CURRENCY>                             U.S. DOLLARS
       
<S>                                    <C>
<PERIOD-TYPE>                          YEAR
<FISCAL-YEAR-END>                      OCT-31-1996
<PERIOD-START>                         NOV-01-1995
<PERIOD-END>                           OCT-31-1996
<EXCHANGE-RATE>                                                        1.000
<INVESTMENTS-AT-COST>                                                210,466
<INVESTMENTS-AT-VALUE>                                               214,031
<RECEIVABLES>                                                         11,015
<ASSETS-OTHER>                                                         2,054
<OTHER-ITEMS-ASSETS>                                                       0
<TOTAL-ASSETS>                                                       227,100
<PAYABLE-FOR-SECURITIES>                                              15,521
<SENIOR-LONG-TERM-DEBT>                                                    0
<OTHER-ITEMS-LIABILITIES>                                                646
<TOTAL-LIABILITIES>                                                   16,167
<SENIOR-EQUITY>                                                            0
<PAID-IN-CAPITAL-COMMON>                                             204,973
<SHARES-COMMON-STOCK>                                                 18,965
<SHARES-COMMON-PRIOR>                                                      0
<ACCUMULATED-NII-CURRENT>                                                  0
<OVERDISTRIBUTION-NII>                                                     0
<ACCUMULATED-NET-GAINS>                                                2,395
<OVERDISTRIBUTION-GAINS>                                                   0
<ACCUM-APPREC-OR-DEPREC>                                               3,565
<NET-ASSETS>                                                         210,933
<DIVIDEND-INCOME>                                                          0
<INTEREST-INCOME>                                                      7,414
<OTHER-INCOME>                                                             0
<EXPENSES-NET>                                                           742
<NET-INVESTMENT-INCOME>                                                6,672
<REALIZED-GAINS-CURRENT>                                               2,395
<APPREC-INCREASE-CURRENT>                                              3,565
<NET-CHANGE-FROM-OPS>                                                 12,632
<EQUALIZATION>                                                             0
<DISTRIBUTIONS-OF-INCOME>                                             (6,672)
<DISTRIBUTIONS-OF-GAINS>                                                   0
<DISTRIBUTIONS-OTHER>                                                      0
<NUMBER-OF-SHARES-SOLD>                                               25,145
<NUMBER-OF-SHARES-REDEEMED>                                           (6,718)
<SHARES-REINVESTED>                                                      538
<NET-CHANGE-IN-ASSETS>                                               210,933
<ACCUMULATED-NII-PRIOR>                                                    0
<ACCUMULATED-GAINS-PRIOR>                                                  0
<OVERDISTRIB-NII-PRIOR>                                                    0
<OVERDIST-NET-GAINS-PRIOR>                                                 0
<GROSS-ADVISORY-FEES>                                                    556
<INTEREST-EXPENSE>                                                         0
<GROSS-EXPENSE>                                                          872
<AVERAGE-NET-ASSETS>                                                  88,126
<PER-SHARE-NAV-BEGIN>                                                 10.000
<PER-SHARE-NII>                                                        0.800
<PER-SHARE-GAIN-APPREC>                                                1.120
<PER-SHARE-DIVIDEND>                                                  (0.800)
<PER-SHARE-DISTRIBUTIONS>                                              0.000
<RETURNS-OF-CAPITAL>                                                   0.000
<PER-SHARE-NAV-END>                                                   11.120
<EXPENSE-RATIO>                                                        1.010
<AVG-DEBT-OUTSTANDING>                                                     0
<AVG-DEBT-PER-SHARE>                                                   0.000
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                                  6
<LEGEND>
This schedule contains summary financial information extracted from financial
statements dated October 31, 1996 included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                               001
<NAME>                                 JANUS FUND
<MULTIPLIER>                                                           1,000
<CURRENCY>                             U.S. DOLLARS
       
<S>                                    <C>
<PERIOD-TYPE>                          YEAR
<FISCAL-YEAR-END>                      OCT-31-1996
<PERIOD-START>                         NOV-1-1995
<PERIOD-END>                           OCT-31-1996
<EXCHANGE-RATE>                                                        1.000
<INVESTMENTS-AT-COST>                                             12,932,766
<INVESTMENTS-AT-VALUE>                                            15,836,267
<RECEIVABLES>                                                        216,498
<ASSETS-OTHER>                                                         5,017
<OTHER-ITEMS-ASSETS>                                                       0
<TOTAL-ASSETS>                                                    16,057,782
<PAYABLE-FOR-SECURITIES>                                             694,192
<SENIOR-LONG-TERM-DEBT>                                                    0
<OTHER-ITEMS-LIABILITIES>                                             50,410
<TOTAL-LIABILITIES>                                                  744,602
<SENIOR-EQUITY>                                                            0
<PAID-IN-CAPITAL-COMMON>                                          10,609,062
<SHARES-COMMON-STOCK>                                                574,704
<SHARES-COMMON-PRIOR>                                                511,868
<ACCUMULATED-NII-CURRENT>                                            173,997
<OVERDISTRIBUTION-NII>                                                     0
<ACCUMULATED-NET-GAINS>                                            1,640,921
<OVERDISTRIBUTION-GAINS>                                                   0
<ACCUM-APPREC-OR-DEPREC>                                           2,889,200
<NET-ASSETS>                                                      15,313,180
<DIVIDEND-INCOME>                                                    163,432
<INTEREST-INCOME>                                                     78,399
<OTHER-INCOME>                                                             0
<EXPENSES-NET>                                                       116,958
<NET-INVESTMENT-INCOME>                                              124,873
<REALIZED-GAINS-CURRENT>                                           1,668,694
<APPREC-INCREASE-CURRENT>                                            685,129
<NET-CHANGE-FROM-OPS>                                              2,478,696
<EQUALIZATION>                                                             0
<DISTRIBUTIONS-OF-INCOME>                                            (70,555)
<DISTRIBUTIONS-OF-GAINS>                                            (581,254)
<DISTRIBUTIONS-OTHER>                                                      0
<NUMBER-OF-SHARES-SOLD>                                              120,626
<NUMBER-OF-SHARES-REDEEMED>                                          (85,075)
<SHARES-REINVESTED>                                                   27,285
<NET-CHANGE-IN-ASSETS>                                             3,350,210
<ACCUMULATED-NII-PRIOR>                                               66,492
<ACCUMULATED-GAINS-PRIOR>                                            606,668
<OVERDISTRIB-NII-PRIOR>                                                    0
<OVERDIST-NET-GAINS-PRIOR>                                                 0
<GROSS-ADVISORY-FEES>                                                 89,849
<INTEREST-EXPENSE>                                                         0
<GROSS-EXPENSE>                                                      118,254
<AVERAGE-NET-ASSETS>                                              13,753,157
<PER-SHARE-NAV-BEGIN>                                                 23.370
<PER-SHARE-NII>                                                        0.310
<PER-SHARE-GAIN-APPREC>                                                4.230
<PER-SHARE-DIVIDEND>                                                  (0.130)
<PER-SHARE-DISTRIBUTIONS>                                             (1.130)
<RETURNS-OF-CAPITAL>                                                   0.000
<PER-SHARE-NAV-END>                                                   26.650
<EXPENSE-RATIO>                                                        0.860
<AVG-DEBT-OUTSTANDING>                                                     0
<AVG-DEBT-PER-SHARE>                                                   0.000
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                                  6
<LEGEND>
This schedule contains summary financial information extracted from financial
statements dated October 31, 1996 included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                               11
<NAME>                                 JANUS MERCURY FUND
<MULTIPLIER>                                                           1,000
<CURRENCY>                             U.S. DOLLARS
       
<S>                                    <C>
<PERIOD-TYPE>                          YEAR
<FISCAL-YEAR-END>                      OCT-31-1996
<PERIOD-START>                         NOV-01-1995
<PERIOD-END>                           OCT-31-1996
<EXCHANGE-RATE>                                                        1.000
<INVESTMENTS-AT-COST>                                              1,846,681
<INVESTMENTS-AT-VALUE>                                             2,016,257
<RECEIVABLES>                                                         21,637
<ASSETS-OTHER>                                                         3,820
<OTHER-ITEMS-ASSETS>                                                       0
<TOTAL-ASSETS>                                                     2,041,714
<PAYABLE-FOR-SECURITIES>                                              33,700
<SENIOR-LONG-TERM-DEBT>                                                    0
<OTHER-ITEMS-LIABILITIES>                                              5,664
<TOTAL-LIABILITIES>                                                   39,364
<SENIOR-EQUITY>                                                            0
<PAID-IN-CAPITAL-COMMON>                                           1,580,406
<SHARES-COMMON-STOCK>                                                110,006
<SHARES-COMMON-PRIOR>                                                 87,495
<ACCUMULATED-NII-CURRENT>                                             15,395
<OVERDISTRIBUTION-NII>                                                     0
<ACCUMULATED-NET-GAINS>                                              238,429
<OVERDISTRIBUTION-GAINS>                                                   0
<ACCUM-APPREC-OR-DEPREC>                                             168,120
<NET-ASSETS>                                                       2,002,350
<DIVIDEND-INCOME>                                                     12,443
<INTEREST-INCOME>                                                     14,210
<OTHER-INCOME>                                                             0
<EXPENSES-NET>                                                        18,434
<NET-INVESTMENT-INCOME>                                                8,219
<REALIZED-GAINS-CURRENT>                                             243,601
<APPREC-INCREASE-CURRENT>                                             31,715
<NET-CHANGE-FROM-OPS>                                                283,535
<EQUALIZATION>                                                             0
<DISTRIBUTIONS-OF-INCOME>                                                  0
<DISTRIBUTIONS-OF-GAINS>                                            (182,852)
<DISTRIBUTIONS-OTHER>                                                      0
<NUMBER-OF-SHARES-SOLD>                                               70,853
<NUMBER-OF-SHARES-REDEEMED>                                          (59,376)
<SHARES-REINVESTED>                                                   11,034
<NET-CHANGE-IN-ASSETS>                                               481,582
<ACCUMULATED-NII-PRIOR>                                                    0
<ACCUMULATED-GAINS-PRIOR>                                            184,857
<OVERDISTRIB-NII-PRIOR>                                                    0
<OVERDIST-NET-GAINS-PRIOR>                                                 0
<GROSS-ADVISORY-FEES>                                                 12,408
<INTEREST-EXPENSE>                                                         0
<GROSS-EXPENSE>                                                       18,830
<AVERAGE-NET-ASSETS>                                               1,838,593
<PER-SHARE-NAV-BEGIN>                                                 17.380
<PER-SHARE-NII>                                                        0.140
<PER-SHARE-GAIN-APPREC>                                                2.740
<PER-SHARE-DIVIDEND>                                                   0.000
<PER-SHARE-DISTRIBUTIONS>                                             (2.060)
<RETURNS-OF-CAPITAL>                                                   0.000
<PER-SHARE-NAV-END>                                                   18.200
<EXPENSE-RATIO>                                                        1.020
<AVG-DEBT-OUTSTANDING>                                                     0
<AVG-DEBT-PER-SHARE>                                                   0.000
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                                  6
<LEGEND>
This schedule contains summary financial information extracted from financial
statements dated October 31, 1996 included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                               142
<NAME>                          JANUS MONEY MARKET FUND - INSTITUTIONAL SHARES
<MULTIPLIER>                                                           1,000
<CURRENCY>                             U.S. DOLLARS
       
<S>                                    <C>
<PERIOD-TYPE>                          YEAR
<FISCAL-YEAR-END>                      OCT-31-1996
<PERIOD-START>                         NOV-01-1995
<PERIOD-END>                           OCT-31-1996
<EXCHANGE-RATE>                                                        1.000
<INVESTMENTS-AT-COST>                                              2,553,898
<INVESTMENTS-AT-VALUE>                                                     0
<RECEIVABLES>                                                        202,613
<ASSETS-OTHER>                                                           172
<OTHER-ITEMS-ASSETS>                                                       0
<TOTAL-ASSETS>                                                     2,756,683
<PAYABLE-FOR-SECURITIES>                                             261,999
<SENIOR-LONG-TERM-DEBT>                                                    0
<OTHER-ITEMS-LIABILITIES>                                             15,187
<TOTAL-LIABILITIES>                                                  277,186
<SENIOR-EQUITY>                                                            0
<PAID-IN-CAPITAL-COMMON>                                           1,705,610
<SHARES-COMMON-STOCK>                                              1,705,610
<SHARES-COMMON-PRIOR>                                                304,952
<ACCUMULATED-NII-CURRENT>                                                  0
<OVERDISTRIBUTION-NII>                                                     0
<ACCUMULATED-NET-GAINS>                                                    0
<OVERDISTRIBUTION-GAINS>                                                   0
<ACCUM-APPREC-OR-DEPREC>                                                   0
<NET-ASSETS>                                                       1,705,610
<DIVIDEND-INCOME>                                                          0
<INTEREST-INCOME>                                                     86,583
<OTHER-INCOME>                                                             0
<EXPENSES-NET>                                                         5,395
<NET-INVESTMENT-INCOME>                                               81,188
<REALIZED-GAINS-CURRENT>                                                  99
<APPREC-INCREASE-CURRENT>                                                  0
<NET-CHANGE-FROM-OPS>                                                 81,287
<EQUALIZATION>                                                             0
<DISTRIBUTIONS-OF-INCOME>                                            (47,313)
<DISTRIBUTIONS-OF-GAINS>                                                 (60)
<DISTRIBUTIONS-OTHER>                                                      0
<NUMBER-OF-SHARES-SOLD>                                           24,946,671
<NUMBER-OF-SHARES-REDEEMED>                                      (23,561,697)
<SHARES-REINVESTED>                                                   15,684
<NET-CHANGE-IN-ASSETS>                                             1,400,658
<ACCUMULATED-NII-PRIOR>                                                    0
<ACCUMULATED-GAINS-PRIOR>                                                  0
<OVERDISTRIB-NII-PRIOR>                                                    0
<OVERDIST-NET-GAINS-PRIOR>                                                 0
<GROSS-ADVISORY-FEES>                                                    875
<INTEREST-EXPENSE>                                                         8
<GROSS-EXPENSE>                                                        1,325
<AVERAGE-NET-ASSETS>                                                 874,431
<PER-SHARE-NAV-BEGIN>                                                  1.000
<PER-SHARE-NII>                                                        0.050
<PER-SHARE-GAIN-APPREC>                                                0.000
<PER-SHARE-DIVIDEND>                                                  (0.050)
<PER-SHARE-DISTRIBUTIONS>                                              0.000
<RETURNS-OF-CAPITAL>                                                   0.000
<PER-SHARE-NAV-END>                                                    1.000
<EXPENSE-RATIO>                                                        0.150
<AVG-DEBT-OUTSTANDING>                                                     0
<AVG-DEBT-PER-SHARE>                                                   0.000
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                                  6
<LEGEND>
This schedule contains summary financial information extracted from financial
statements dated October 31, 1996 included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                               141
<NAME>                                 JANUS MONEY MARKET FUND - INVESTOR SHARES
<MULTIPLIER>                                                           1,000
<CURRENCY>                             U.S. DOLLARS
       
<S>                                    <C>
<PERIOD-TYPE>                          YEAR
<FISCAL-YEAR-END>                      OCT-31-1996
<PERIOD-START>                         NOV-01-1995
<PERIOD-END>                           OCT-31-1996
<EXCHANGE-RATE>                                                        1.000
<INVESTMENTS-AT-COST>                                              2,553,898
<INVESTMENTS-AT-VALUE>                                                     0
<RECEIVABLES>                                                        202,613
<ASSETS-OTHER>                                                           172
<OTHER-ITEMS-ASSETS>                                                       0
<TOTAL-ASSETS>                                                     2,756,683
<PAYABLE-FOR-SECURITIES>                                             261,999
<SENIOR-LONG-TERM-DEBT>                                                    0
<OTHER-ITEMS-LIABILITIES>                                             15,187
<TOTAL-LIABILITIES>                                                  277,186
<SENIOR-EQUITY>                                                            0
<PAID-IN-CAPITAL-COMMON>                                             773,887
<SHARES-COMMON-STOCK>                                                773,887
<SHARES-COMMON-PRIOR>                                                643,219
<ACCUMULATED-NII-CURRENT>                                                  0
<OVERDISTRIBUTION-NII>                                                     0
<ACCUMULATED-NET-GAINS>                                                    0
<OVERDISTRIBUTION-GAINS>                                                   0
<ACCUM-APPREC-OR-DEPREC>                                                   0
<NET-ASSETS>                                                         773,887
<DIVIDEND-INCOME>                                                          0
<INTEREST-INCOME>                                                     86,583
<OTHER-INCOME>                                                             0
<EXPENSES-NET>                                                         5,395
<NET-INVESTMENT-INCOME>                                               81,188
<REALIZED-GAINS-CURRENT>                                                  99
<APPREC-INCREASE-CURRENT>                                                  0
<NET-CHANGE-FROM-OPS>                                                 81,287
<EQUALIZATION>                                                             0
<DISTRIBUTIONS-OF-INCOME>                                            (33,875)
<DISTRIBUTIONS-OF-GAINS>                                                 (39)
<DISTRIBUTIONS-OTHER>                                                      0
<NUMBER-OF-SHARES-SOLD>                                            1,457,473
<NUMBER-OF-SHARES-REDEEMED>                                       (1,359,501)
<SHARES-REINVESTED>                                                   32,696
<NET-CHANGE-IN-ASSETS>                                               130,668
<ACCUMULATED-NII-PRIOR>                                                    0
<ACCUMULATED-GAINS-PRIOR>                                                  0
<OVERDISTRIB-NII-PRIOR>                                                    0
<OVERDIST-NET-GAINS-PRIOR>                                                 0
<GROSS-ADVISORY-FEES>                                                    676
<INTEREST-EXPENSE>                                                        10
<GROSS-EXPENSE>                                                        4,070
<AVERAGE-NET-ASSETS>                                                 676,334
<PER-SHARE-NAV-BEGIN>                                                  1.000
<PER-SHARE-NII>                                                        0.050
<PER-SHARE-GAIN-APPREC>                                                0.000
<PER-SHARE-DIVIDEND>                                                  (0.050)
<PER-SHARE-DISTRIBUTIONS>                                              0.000
<RETURNS-OF-CAPITAL>                                                   0.000
<PER-SHARE-NAV-END>                                                    1.000
<EXPENSE-RATIO>                                                        0.600
<AVG-DEBT-OUTSTANDING>                                                     0
<AVG-DEBT-PER-SHARE>                                                   0.000
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                                  6
<LEGEND>
This schedule contains summary financial information extracted from financial
statements dated October 31, 1996 included in the Fund's Annual Report and is
qualified in its entirely by reference to such financial statement.
</LEGEND>
<SERIES>
<NUMBER>                               18
<NAME>                                 JANUS OLYMPUS FUND
<MULTIPLIER>                                                           1,000
<CURRENCY>                             U.S. DOLLARS
       
<S>                                    <C>
<PERIOD-TYPE>                          YEAR
<FISCAL-YEAR-END>                      OCT-31-1996
<PERIOD-START>                         NOV-1-1995
<PERIOD-END>                           OCT-31-1996
<EXCHANGE-RATE>                                                        1.000
<INVESTMENTS-AT-COST>                                                390,598
<INVESTMENTS-AT-VALUE>                                               425,396
<RECEIVABLES>                                                         13,611
<ASSETS-OTHER>                                                           592
<OTHER-ITEMS-ASSETS>                                                       0
<TOTAL-ASSETS>                                                       439,599
<PAYABLE-FOR-SECURITIES>                                               5,886
<SENIOR-LONG-TERM-DEBT>                                                    0
<OTHER-ITEMS-LIABILITIES>                                              1,338
<TOTAL-LIABILITIES>                                                    7,224
<SENIOR-EQUITY>                                                            0
<PAID-IN-CAPITAL-COMMON>                                             403,440
<SHARES-COMMON-STOCK>                                                 29,101
<SHARES-COMMON-PRIOR>                                                      0
<ACCUMULATED-NII-CURRENT>                                              3,647
<OVERDISTRIBUTION-NII>                                                     0
<ACCUMULATED-NET-GAINS>                                               (9,212)
<OVERDISTRIBUTION-GAINS>                                                   0
<ACCUM-APPREC-OR-DEPREC>                                              34,500
<NET-ASSETS>                                                         432,375
<DIVIDEND-INCOME>                                                      2,396
<INTEREST-INCOME>                                                      4,019
<OTHER-INCOME>                                                             0
<EXPENSES-NET>                                                         2,649
<NET-INVESTMENT-INCOME>                                                3,766
<REALIZED-GAINS-CURRENT>                                              (9,331)
<APPREC-INCREASE-CURRENT>                                             34,500
<NET-CHANGE-FROM-OPS>                                                 28,935
<EQUALIZATION>                                                             0
<DISTRIBUTIONS-OF-INCOME>                                                  0
<DISTRIBUTIONS-OF-GAINS>                                                   0
<DISTRIBUTIONS-OTHER>                                                      0
<NUMBER-OF-SHARES-SOLD>                                               45,233
<NUMBER-OF-SHARES-REDEEMED>                                          (16,132)
<SHARES-REINVESTED>                                                        0
<NET-CHANGE-IN-ASSETS>                                               432,375
<ACCUMULATED-NII-PRIOR>                                                    0
<ACCUMULATED-GAINS-PRIOR>                                                  0
<OVERDISTRIB-NII-PRIOR>                                                    0
<OVERDIST-NET-GAINS-PRIOR>                                                 0
<GROSS-ADVISORY-FEES>                                                  1,783
<INTEREST-EXPENSE>                                                         0
<GROSS-EXPENSE>                                                        2,694
<AVERAGE-NET-ASSETS>                                                 276,006
<PER-SHARE-NAV-BEGIN>                                                 12.000
<PER-SHARE-NII>                                                        0.130
<PER-SHARE-GAIN-APPREC>                                                2.730
<PER-SHARE-DIVIDEND>                                                       0
<PER-SHARE-DISTRIBUTIONS>                                                  0
<RETURNS-OF-CAPITAL>                                                       0
<PER-SHARE-NAV-END>                                                   14.860
<EXPENSE-RATIO>                                                        1.170
<AVG-DEBT-OUTSTANDING>                                                     0
<AVG-DEBT-PER-SHARE>                                                   0.000
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                                  6
<LEGEND>
This schedule contains summary financial information extracted from financial
statements dated October 31,1996 included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                               13
<NAME>                                 JANUS OVERSEAS FUND
<MULTIPLIER>                                                           1,000
<CURRENCY>                             U.S. DOLLARS
       
<S>                                    <C>
<PERIOD-TYPE>                          YEAR
<FISCAL-YEAR-END>                      OCT-31-1996
<PERIOD-START>                         NOV-01-1995
<PERIOD-END>                           OCT-31-1996
<EXCHANGE-RATE>                                                        1.000
<INVESTMENTS-AT-COST>                                                798,091
<INVESTMENTS-AT-VALUE>                                               861,386
<RECEIVABLES>                                                         19,269
<ASSETS-OTHER>                                                           701
<OTHER-ITEMS-ASSETS>                                                       0
<TOTAL-ASSETS>                                                       881,356
<PAYABLE-FOR-SECURITIES>                                             107,043
<SENIOR-LONG-TERM-DEBT>                                                    0
<OTHER-ITEMS-LIABILITIES>                                              1,683
<TOTAL-LIABILITIES>                                                  108,726
<SENIOR-EQUITY>                                                            0
<PAID-IN-CAPITAL-COMMON>                                             691,931
<SHARES-COMMON-STOCK>                                                 52,184
<SHARES-COMMON-PRIOR>                                                  9,571
<ACCUMULATED-NII-CURRENT>                                              5,739
<OVERDISTRIBUTION-NII>                                                     0
<ACCUMULATED-NET-GAINS>                                               11,504
<OVERDISTRIBUTION-GAINS>                                                   0
<ACCUM-APPREC-OR-DEPREC>                                              63,456
<NET-ASSETS>                                                         772,630
<DIVIDEND-INCOME>                                                      4,159
<INTEREST-INCOME>                                                      2,414
<OTHER-INCOME>                                                             0
<EXPENSES-NET>                                                         4,135
<NET-INVESTMENT-INCOME>                                                2,438
<REALIZED-GAINS-CURRENT>                                              14,966
<APPREC-INCREASE-CURRENT>                                             53,555
<NET-CHANGE-FROM-OPS>                                                 70,959
<EQUALIZATION>                                                             0
<DISTRIBUTIONS-OF-INCOME>                                             (1,175)
<DISTRIBUTIONS-OF-GAINS>                                              (1,110)
<DISTRIBUTIONS-OTHER>                                                      0
<NUMBER-OF-SHARES-SOLD>                                               66,683
<NUMBER-OF-SHARES-REDEEMED>                                          (24,253)
<SHARES-REINVESTED>                                                      183
<NET-CHANGE-IN-ASSETS>                                               661,764
<ACCUMULATED-NII-PRIOR>                                                1,174
<ACCUMULATED-GAINS-PRIOR>                                                951
<OVERDISTRIB-NII-PRIOR>                                                    0
<OVERDIST-NET-GAINS-PRIOR>                                                 0
<GROSS-ADVISORY-FEES>                                                  2,528
<INTEREST-EXPENSE>                                                         0
<GROSS-EXPENSE>                                                        4,217
<AVERAGE-NET-ASSETS>                                                 335,098
<PER-SHARE-NAV-BEGIN>                                                 11.580
<PER-SHARE-NII>                                                        0.100
<PER-SHARE-GAIN-APPREC>                                                3.340
<PER-SHARE-DIVIDEND>                                                  (0.110)
<PER-SHARE-DISTRIBUTIONS>                                             (0.100)
<RETURNS-OF-CAPITAL>                                                   0.000
<PER-SHARE-NAV-END>                                                   14.810
<EXPENSE-RATIO>                                                        1.260
<AVG-DEBT-OUTSTANDING>                                                     0
<AVG-DEBT-PER-SHARE>                                                   0.000
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                                  6
<LEGEND>
This schedule contains summary financial information extracted from financial
statements dated October 31, 1996 included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statement.
</LEGEND>
<SERIES>
<NUMBER>                               10
<NAME>                                 JANUS SHORT-TERM BOND FUND
<MULTIPLIER>                                                           1,000
<CURRENCY>                             U.S. DOLLARS
       
<S>                                    <C>
<PERIOD-TYPE>                          YEAR
<FISCAL-YEAR-END>                      OCT-31-1996
<PERIOD-START>                         NOV-1-1995
<PERIOD-END>                           OCT-31-1996
<EXCHANGE-RATE>                                                        1.000
<INVESTMENTS-AT-COST>                                                 39,791
<INVESTMENTS-AT-VALUE>                                                40,071
<RECEIVABLES>                                                          6,729
<ASSETS-OTHER>                                                           214
<OTHER-ITEMS-ASSETS>                                                       0
<TOTAL-ASSETS>                                                        47,014
<PAYABLE-FOR-SECURITIES>                                               6,000
<SENIOR-LONG-TERM-DEBT>                                                    0
<OTHER-ITEMS-LIABILITIES>                                                230
<TOTAL-LIABILITIES>                                                    6,230
<SENIOR-EQUITY>                                                            0
<PAID-IN-CAPITAL-COMMON>                                              43,738
<SHARES-COMMON-STOCK>                                                 14,239
<SHARES-COMMON-PRIOR>                                                 16,925
<ACCUMULATED-NII-CURRENT>                                                  2
<OVERDISTRIBUTION-NII>                                                     0
<ACCUMULATED-NET-GAINS>                                               (3,236)
<OVERDISTRIBUTION-GAINS>                                                   0
<ACCUM-APPREC-OR-DEPREC>                                                 280
<NET-ASSETS>                                                          40,784
<DIVIDEND-INCOME>                                                          0
<INTEREST-INCOME>                                                      2,627
<OTHER-INCOME>                                                             0
<EXPENSES-NET>                                                           274
<NET-INVESTMENT-INCOME>                                                2,353
<REALIZED-GAINS-CURRENT>                                                 138
<APPREC-INCREASE-CURRENT>                                                118
<NET-CHANGE-FROM-OPS>                                                  2,609
<EQUALIZATION>                                                             0
<DISTRIBUTIONS-OF-INCOME>                                             (2,352)
<DISTRIBUTIONS-OF-GAINS>                                                   0
<DISTRIBUTIONS-OTHER>                                                      0
<NUMBER-OF-SHARES-SOLD>                                                9,842
<NUMBER-OF-SHARES-REDEEMED>                                          (13,292)
<SHARES-REINVESTED>                                                      764
<NET-CHANGE-IN-ASSETS>                                                (7,333)
<ACCUMULATED-NII-PRIOR>                                                    1
<ACCUMULATED-GAINS-PRIOR>                                             (3,374)
<OVERDISTRIB-NII-PRIOR>                                                    0
<OVERDIST-NET-GAINS-PRIOR>                                                 0
<GROSS-ADVISORY-FEES>                                                    274
<INTEREST-EXPENSE>                                                         0
<GROSS-EXPENSE>                                                          519
<AVERAGE-NET-ASSETS>                                                  42,203
<PER-SHARE-NAV-BEGIN>                                                  2.840
<PER-SHARE-NII>                                                        0.160
<PER-SHARE-GAIN-APPREC>                                                0.020
<PER-SHARE-DIVIDEND>                                                  (0.160)
<PER-SHARE-DISTRIBUTIONS>                                              0.000
<RETURNS-OF-CAPITAL>                                                   0.000
<PER-SHARE-NAV-END>                                                    2.860
<EXPENSE-RATIO>                                                        0.670
<AVG-DEBT-OUTSTANDING>                                                     0
<AVG-DEBT-PER-SHARE>                                                   0.000
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                                  6
<LEGEND>
This schedule contains summary financial information extracted from financial
statements dated October 31, 1996 included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                               162
<NAME>               JANUS TAX-EXEMPT MONEY MARKET FUND - INSTITUTIONAL SHARES
<MULTIPLIER>                                                           1,000
<CURRENCY>                             U.S. DOLLARS
       
<S>                                    <C>
<PERIOD-TYPE>                          YEAR
<FISCAL-YEAR-END>                      OCT-31-1996
<PERIOD-START>                         NOV-01-1995
<PERIOD-END>                           OCT-31-1996
<EXCHANGE-RATE>                                                        1.000
<INVESTMENTS-AT-COST>                                                 77,064
<INVESTMENTS-AT-VALUE>                                                     0
<RECEIVABLES>                                                            592
<ASSETS-OTHER>                                                            98
<OTHER-ITEMS-ASSETS>                                                       0
<TOTAL-ASSETS>                                                        77,754
<PAYABLE-FOR-SECURITIES>                                               1,000
<SENIOR-LONG-TERM-DEBT>                                                    0
<OTHER-ITEMS-LIABILITIES>                                                169
<TOTAL-LIABILITIES>                                                    1,169
<SENIOR-EQUITY>                                                            0
<PAID-IN-CAPITAL-COMMON>                                               1,947
<SHARES-COMMON-STOCK>                                                  1,947
<SHARES-COMMON-PRIOR>                                                 11,192
<ACCUMULATED-NII-CURRENT>                                                  0
<OVERDISTRIBUTION-NII>                                                     0
<ACCUMULATED-NET-GAINS>                                                    0
<OVERDISTRIBUTION-GAINS>                                                   0
<ACCUM-APPREC-OR-DEPREC>                                                   0
<NET-ASSETS>                                                           1,947
<DIVIDEND-INCOME>                                                          0
<INTEREST-INCOME>                                                      2,694
<OTHER-INCOME>                                                             0
<EXPENSES-NET>                                                             3
<NET-INVESTMENT-INCOME>                                                2,279
<REALIZED-GAINS-CURRENT>                                                  (1)
<APPREC-INCREASE-CURRENT>                                                  0
<NET-CHANGE-FROM-OPS>                                                  2,278
<EQUALIZATION>                                                             0
<DISTRIBUTIONS-OF-INCOME>                                                (67)
<DISTRIBUTIONS-OF-GAINS>                                                   0
<DISTRIBUTIONS-OTHER>                                                      0
<NUMBER-OF-SHARES-SOLD>                                               38,832
<NUMBER-OF-SHARES-REDEEMED>                                          (48,120)
<SHARES-REINVESTED>                                                       43
<NET-CHANGE-IN-ASSETS>                                                (9,245)
<ACCUMULATED-NII-PRIOR>                                                    0
<ACCUMULATED-GAINS-PRIOR>                                                  0
<OVERDISTRIB-NII-PRIOR>                                                    0
<OVERDIST-NET-GAINS-PRIOR>                                                 0
<GROSS-ADVISORY-FEES>                                                      2
<INTEREST-EXPENSE>                                                         0
<GROSS-EXPENSE>                                                            3
<AVERAGE-NET-ASSETS>                                                   1,754
<PER-SHARE-NAV-BEGIN>                                                  1.000
<PER-SHARE-NII>                                                        0.040
<PER-SHARE-GAIN-APPREC>                                                0.000
<PER-SHARE-DIVIDEND>                                                  (0.040)
<PER-SHARE-DISTRIBUTIONS>                                              0.000
<RETURNS-OF-CAPITAL>                                                   0.000
<PER-SHARE-NAV-END>                                                    1.000
<EXPENSE-RATIO>                                                        0.150
<AVG-DEBT-OUTSTANDING>                                                     0
<AVG-DEBT-PER-SHARE>                                                   0.000
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                                  6
<LEGEND>
This schedule contains summary financial information extracted from financial
statements dated October 31, 1996 included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                               161
<NAME>                   JANUS TAX-EXEMPT MONEY MARKET FUND - INVESTOR SHARES
<MULTIPLIER>                                                           1,000
<CURRENCY>                             U.S. DOLLARS
       
<S>                                    <C>
<PERIOD-TYPE>                          YEAR
<FISCAL-YEAR-END>                      OCT-31-1996
<PERIOD-START>                         NOV-01-1995
<PERIOD-END>                           OCT-31-1996
<EXCHANGE-RATE>                                                        1.000
<INVESTMENTS-AT-COST>                                                 77,064
<INVESTMENTS-AT-VALUE>                                                     0
<RECEIVABLES>                                                            592
<ASSETS-OTHER>                                                            98
<OTHER-ITEMS-ASSETS>                                                       0
<TOTAL-ASSETS>                                                        77,754
<PAYABLE-FOR-SECURITIES>                                               1,000
<SENIOR-LONG-TERM-DEBT>                                                    0
<OTHER-ITEMS-LIABILITIES>                                                169
<TOTAL-LIABILITIES>                                                    1,169
<SENIOR-EQUITY>                                                            0
<PAID-IN-CAPITAL-COMMON>                                              74,638
<SHARES-COMMON-STOCK>                                                 74,638
<SHARES-COMMON-PRIOR>                                                 67,479
<ACCUMULATED-NII-CURRENT>                                                  0
<OVERDISTRIBUTION-NII>                                                     0
<ACCUMULATED-NET-GAINS>                                                    0
<OVERDISTRIBUTION-GAINS>                                                   0
<ACCUM-APPREC-OR-DEPREC>                                                   0
<NET-ASSETS>                                                          74,638
<DIVIDEND-INCOME>                                                          0
<INTEREST-INCOME>                                                      2,694
<OTHER-INCOME>                                                             0
<EXPENSES-NET>                                                           412
<NET-INVESTMENT-INCOME>                                                2,279
<REALIZED-GAINS-CURRENT>                                                  (1)
<APPREC-INCREASE-CURRENT>                                                  0
<NET-CHANGE-FROM-OPS>                                                  2,278
<EQUALIZATION>                                                             0
<DISTRIBUTIONS-OF-INCOME>                                             (2,211)
<DISTRIBUTIONS-OF-GAINS>                                                   0
<DISTRIBUTIONS-OTHER>                                                      0
<NUMBER-OF-SHARES-SOLD>                                               89,300
<NUMBER-OF-SHARES-REDEEMED>                                          (84,282)
<SHARES-REINVESTED>                                                    2,141
<NET-CHANGE-IN-ASSETS>                                                 7,159
<ACCUMULATED-NII-PRIOR>                                                    0
<ACCUMULATED-GAINS-PRIOR>                                                  0
<OVERDISTRIB-NII-PRIOR>                                                    0
<OVERDIST-NET-GAINS-PRIOR>                                                 0
<GROSS-ADVISORY-FEES>                                                     69
<INTEREST-EXPENSE>                                                         0
<GROSS-EXPENSE>                                                          412
<AVERAGE-NET-ASSETS>                                                  68,695
<PER-SHARE-NAV-BEGIN>                                                  1.000
<PER-SHARE-NII>                                                        0.030
<PER-SHARE-GAIN-APPREC>                                                0.000
<PER-SHARE-DIVIDEND>                                                  (0.030)
<PER-SHARE-DISTRIBUTIONS>                                              0.000
<RETURNS-OF-CAPITAL>                                                   0.000
<PER-SHARE-NAV-END>                                                    1.000
<EXPENSE-RATIO>                                                        0.600
<AVG-DEBT-OUTSTANDING>                                                     0
<AVG-DEBT-PER-SHARE>                                                   0.000
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                                  6
<LEGEND>
This schedule contains summary financial information extracted from financial
statements dated October 31, 1996 included in the Fund's Annual Report and is
qualified in its entirely by reference to such financial statement.
</LEGEND>
<SERIES>
<NUMBER>                               002
<NAME>                                 JANUS TWENTY FUND
<MULTIPLIER>                                                           1,000
<CURRENCY>                             U.S. DOLLARS
       
<S>                                    <C>
<PERIOD-TYPE>                          YEAR
<FISCAL-YEAR-END>                      OCT-31-1996
<PERIOD-START>                         NOV-1-1995
<PERIOD-END>                           OCT-31-1996
<EXCHANGE-RATE>                                                        1.000
<INVESTMENTS-AT-COST>                                              3,327,236
<INVESTMENTS-AT-VALUE>                                             3,930,165
<RECEIVABLES>                                                         17,537
<ASSETS-OTHER>                                                         1,638
<OTHER-ITEMS-ASSETS>                                                       0
<TOTAL-ASSETS>                                                     3,949,340
<PAYABLE-FOR-SECURITIES>                                               7,346
<SENIOR-LONG-TERM-DEBT>                                                    0
<OTHER-ITEMS-LIABILITIES>                                              4,550
<TOTAL-LIABILITIES>                                                   11,896
<SENIOR-EQUITY>                                                            0
<PAID-IN-CAPITAL-COMMON>                                           2,650,066
<SHARES-COMMON-STOCK>                                                123,438
<SHARES-COMMON-PRIOR>                                                 99,445
<ACCUMULATED-NII-CURRENT>                                             46,083
<OVERDISTRIBUTION-NII>                                                     0
<ACCUMULATED-NET-GAINS>                                              638,364
<OVERDISTRIBUTION-GAINS>                                                   0
<ACCUM-APPREC-OR-DEPREC>                                             602,931
<NET-ASSETS>                                                       3,937,444
<DIVIDEND-INCOME>                                                     41,228
<INTEREST-INCOME>                                                     12,519
<OTHER-INCOME>                                                             0
<EXPENSES-NET>                                                        31,087
<NET-INVESTMENT-INCOME>                                               22,660
<REALIZED-GAINS-CURRENT>                                             656,509
<APPREC-INCREASE-CURRENT>                                            152,559
<NET-CHANGE-FROM-OPS>                                                831,728
<EQUALIZATION>                                                             0
<DISTRIBUTIONS-OF-INCOME>                                                  0
<DISTRIBUTIONS-OF-GAINS>                                            (524,809)
<DISTRIBUTIONS-OTHER>                                                      0
<NUMBER-OF-SHARES-SOLD>                                               36,639
<NUMBER-OF-SHARES-REDEEMED>                                          (32,594)
<SHARES-REINVESTED>                                                   19,948
<NET-CHANGE-IN-ASSETS>                                               941,693
<ACCUMULATED-NII-PRIOR>                                                    0
<ACCUMULATED-GAINS-PRIOR>                                            530,087
<OVERDISTRIB-NII-PRIOR>                                                    0
<OVERDIST-NET-GAINS-PRIOR>                                                 0
<GROSS-ADVISORY-FEES>                                                 22,478
<INTEREST-EXPENSE>                                                         0
<GROSS-EXPENSE>                                                       31,608
<AVERAGE-NET-ASSETS>                                               3,385,561
<PER-SHARE-NAV-BEGIN>                                                 30.120
<PER-SHARE-NII>                                                        0.370
<PER-SHARE-GAIN-APPREC>                                                6.680
<PER-SHARE-DIVIDEND>                                                   0.000
<PER-SHARE-DISTRIBUTIONS>                                             (5.270)
<RETURNS-OF-CAPITAL>                                                   0.000
<PER-SHARE-NAV-END>                                                   31.900
<EXPENSE-RATIO>                                                        0.930
<AVG-DEBT-OUTSTANDING>                                                     0
<AVG-DEBT-PER-SHARE>                                                   0.000
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                                  6
<LEGEND>
This schedule contains summary financial information extracted from financial
statements dated October 31, 1996 included in the Fund's Annual Report and is
qualified in its entirely by reference to such financial statement.
</LEGEND>
<SERIES>
<NUMBER>                               003
<NAME>                                 JANUS VENTURE FUND
<MULTIPLIER>                                                           1,000
<CURRENCY>                             U.S. DOLLARS
       
<S>                                    <C>
<PERIOD-TYPE>                          YEAR
<FISCAL-YEAR-END>                      OCT-31-1996
<PERIOD-START>                         NOV-1-1995
<PERIOD-END>                           APR-30-1996
<EXCHANGE-RATE>                                                        1.000
<INVESTMENTS-AT-COST>                                              1,403,871
<INVESTMENTS-AT-VALUE>                                             1,747,731
<RECEIVABLES>                                                         39,599
<ASSETS-OTHER>                                                         3,977
<OTHER-ITEMS-ASSETS>                                                       0
<TOTAL-ASSETS>                                                     1,791,307
<PAYABLE-FOR-SECURITIES>                                              44,902
<SENIOR-LONG-TERM-DEBT>                                                    0
<OTHER-ITEMS-LIABILITIES>                                              5,089
<TOTAL-LIABILITIES>                                                   49,991
<SENIOR-EQUITY>                                                            0
<PAID-IN-CAPITAL-COMMON>                                           1,245,431
<SHARES-COMMON-STOCK>                                                 30,463
<SHARES-COMMON-PRIOR>                                                 29,453
<ACCUMULATED-NII-CURRENT>                                                  0
<OVERDISTRIBUTION-NII>                                                     0
<ACCUMULATED-NET-GAINS>                                              153,138
<OVERDISTRIBUTION-GAINS>                                                   0
<ACCUM-APPREC-OR-DEPREC>                                             342,747
<NET-ASSETS>                                                       1,741,316
<DIVIDEND-INCOME>                                                      5,221
<INTEREST-INCOME>                                                      4,838
<OTHER-INCOME>                                                             0
<EXPENSES-NET>                                                        16,115
<NET-INVESTMENT-INCOME>                                               (6,056)
<REALIZED-GAINS-CURRENT>                                             155,853
<APPREC-INCREASE-CURRENT>                                             10,400
<NET-CHANGE-FROM-OPS>                                                160,197
<EQUALIZATION>                                                             0
<DISTRIBUTIONS-OF-INCOME>                                               (185)
<DISTRIBUTIONS-OF-GAINS>                                            (218,108)
<DISTRIBUTIONS-OTHER>                                                      0
<NUMBER-OF-SHARES-SOLD>                                                2,490
<NUMBER-OF-SHARES-REDEEMED>                                           (5,399)
<SHARES-REINVESTED>                                                    3,919
<NET-CHANGE-IN-ASSETS>                                               (11,885)
<ACCUMULATED-NII-PRIOR>                                                  185
<ACCUMULATED-GAINS-PRIOR>                                            221,449
<OVERDISTRIB-NII-PRIOR>                                                    0
<OVERDIST-NET-GAINS-PRIOR>                                                 0
<GROSS-ADVISORY-FEES>                                                 12,316
<INTEREST-EXPENSE>                                                         0
<GROSS-EXPENSE>                                                       16,303
<AVERAGE-NET-ASSETS>                                               1,822,801
<PER-SHARE-NAV-BEGIN>                                                 59.530
<PER-SHARE-NII>                                                        0.000
<PER-SHARE-GAIN-APPREC>                                                5.090
<PER-SHARE-DIVIDEND>                                                  (0.010)
<PER-SHARE-DISTRIBUTIONS>                                             (7.450)
<RETURNS-OF-CAPITAL>                                                   0.000
<PER-SHARE-NAV-END>                                                   57.160
<EXPENSE-RATIO>                                                        0.890
<AVG-DEBT-OUTSTANDING>                                                     0
<AVG-DEBT-PER-SHARE>                                                   0.000
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                                  6
<LEGEND>
This schedule contains summary financial information extracted from financial
statements dated October 31, 1996 included in the Fund's Annual Report and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<SERIES>
<NUMBER>                               005
<NAME>                                 JANUS WORLDWIDE FUND
<MULTIPLIER>                                                           1,000
<CURRENCY>                             U.S. DOLLARS
       
<S>                                    <C>
<PERIOD-TYPE>                          YEAR
<FISCAL-YEAR-END>                      OCT-31-1996
<PERIOD-START>                         NOV-01-1995
<PERIOD-END>                           OCT-31-1996
<EXCHANGE-RATE>                                                        1.000
<INVESTMENTS-AT-COST>                                              3,940,941
<INVESTMENTS-AT-VALUE>                                             4,512,951
<RECEIVABLES>                                                         79,252
<ASSETS-OTHER>                                                         4,797
<OTHER-ITEMS-ASSETS>                                                       0
<TOTAL-ASSETS>                                                     4,597,000
<PAYABLE-FOR-SECURITIES>                                             122,571
<SENIOR-LONG-TERM-DEBT>                                                    0
<OTHER-ITEMS-LIABILITIES>                                              7,244
<TOTAL-LIABILITIES>                                                  129,815
<SENIOR-EQUITY>                                                            0
<PAID-IN-CAPITAL-COMMON>                                           3,590,919
<SHARES-COMMON-STOCK>                                                129,112
<SHARES-COMMON-PRIOR>                                                 65,255
<ACCUMULATED-NII-CURRENT>                                             64,560
<OVERDISTRIBUTION-NII>                                                     0
<ACCUMULATED-NET-GAINS>                                              235,401
<OVERDISTRIBUTION-GAINS>                                                   0
<ACCUM-APPREC-OR-DEPREC>                                             576,305
<NET-ASSETS>                                                       4,467,185
<DIVIDEND-INCOME>                                                     37,053
<INTEREST-INCOME>                                                     14,094
<OTHER-INCOME>                                                             0
<EXPENSES-NET>                                                        29,729
<NET-INVESTMENT-INCOME>                                               21,418
<REALIZED-GAINS-CURRENT>                                             289,321
<APPREC-INCREASE-CURRENT>                                            374,380
<NET-CHANGE-FROM-OPS>                                                685,119
<EQUALIZATION>                                                             0
<DISTRIBUTIONS-OF-INCOME>                                            (17,455)
<DISTRIBUTIONS-OF-GAINS>                                             (71,145)
<DISTRIBUTIONS-OTHER>                                                      0
<NUMBER-OF-SHARES-SOLD>                                               90,631
<NUMBER-OF-SHARES-REDEEMED>                                          (29,807)
<SHARES-REINVESTED>                                                    3,033
<NET-CHANGE-IN-ASSETS>                                             2,662,831
<ACCUMULATED-NII-PRIOR>                                               17,449
<ACCUMULATED-GAINS-PRIOR>                                             60,375
<OVERDISTRIB-NII-PRIOR>                                                    0
<OVERDIST-NET-GAINS-PRIOR>                                                 0
<GROSS-ADVISORY-FEES>                                                 19,646
<INTEREST-EXPENSE>                                                         0
<GROSS-EXPENSE>                                                       30,190
<AVERAGE-NET-ASSETS>                                               2,953,495
<PER-SHARE-NAV-BEGIN>                                                 27.650
<PER-SHARE-NII>                                                        0.490
<PER-SHARE-GAIN-APPREC>                                                7.790
<PER-SHARE-DIVIDEND>                                                   0.000
<PER-SHARE-DISTRIBUTIONS>                                             (1.330)
<RETURNS-OF-CAPITAL>                                                   0.000
<PER-SHARE-NAV-END>                                                   34.600
<EXPENSE-RATIO>                                                        1.020
<AVG-DEBT-OUTSTANDING>                                                     0
<AVG-DEBT-PER-SHARE>                                                   0.000
        


</TABLE>


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