JANUS INVESTMENT FUND
497, 1997-04-29
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Income Funds

Janus Flexible Income Fund
Janus High-Yield Fund
Janus Federal Tax-Exempt Fund
Janus Short-Term Bond Fund
Janus Money Market Fund
Janus Government Money Market Fund
Janus Tax-Exempt Money Market Fund

Prospectus

[Logo]    Janus

<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 as supplemented April 30, 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.

<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

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

                                       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.

NARRATIVE DESCRIPTION - SPECTRUM

(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.

                                       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.

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.
- --------------------------------------------------------------------------------
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.

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

<TABLE>
<CAPTION>
                                                           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>
<CAPTION>
                                                             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.

                                       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>
<CAPTION>
                                                                         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>
<CAPTION>
                                                                                             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.

                                       4
<PAGE>

<TABLE>
<CAPTION>
                                                          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>
<CAPTION>
                                                      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.

                                       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.

                                       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.

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
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
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.

                                       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"

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

                                       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.

                                       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.

                                       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.

                                       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

                                       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

                                       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

                                       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.

                                       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 701/2
     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.

                                       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 electroni-  cally  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.

                                       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.

                                       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 association, 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.

                                       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

                                       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.

                                       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.

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

                                       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>
<CAPTION>
                                               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.

                                       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.

                                       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.

                                       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.

                                       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.

                                       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.

                                       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.

                                       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  issuer's
                    capacity to meet required interest and principal payments.
CCC, CC, C          BB - lowest degree of speculation; C - the highest degree of
                    speculation.    Quality   and   protective   characteristics
                    outweighed by large  uncertainties or major risk exposure to
                    adverse conditions.
D                   In default.
- --------------------------------------------------------------------------------
Moody's Investors Service, Inc.

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

Non-Investment Grade
- --------------------
Ba                  More uncertain,  with  speculative  elements.  Protection of
                    interest and principal  payments not well safeguarded during
                    good and bad times.
B                   Lack  characteristics of desirable  investment;  potentially
                    low assurance of timely  interest and principal  payments or
                    maintenance of other contract terms over time.
Caa                 Poor  standing,  may be in default;  elements of danger with
                    respect to principal or interest payments.
Ca                  Speculative  in a high  degree;  could be in default or have
                    other marked shortcomings.
C                   Lowest-rated;  extremely  poor  prospects of ever  attaining
                    investment standing.
- --------------------------------------------------------------------------------
Unrated securities will be treated as noninvestment  grade securities unless the
portfolio  manager  determines  that  such  securities  are  the  equivalent  of
investment grade  securities.  Securities that have received  different  ratings
from more than one agency are considered investment grade if at least one agency
has rated the security investment grade.

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:

Bonds -           Janus Flexible            Bonds -                  Janus High-
S&P Rating           Income Fund            S&P Rating                Yield Fund
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%
- --------------------------------------------------------------------------------
No other  Fund held 5% or more of its  assets in bonds  rated  below  investment
grade for the fiscal period ended October 31, 1996.

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