JANUS INVESTMENT FUND
497, 1999-02-18
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<PAGE> 
 
 
                                                     [JANUS LOGO]
 
                         Janus Equity Income Fund
 
                                       PROSPECTUS
                                       FEBRUARY 17, 1999
 
                         THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED
                         OR DISAPPROVED OF THESE SECURITIES OR PASSED ON THE
                         ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
                         REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE> 
 
    [JANUS LOGO]
<PAGE> 
 
                                                             Table of contents
 
<TABLE>
                <S>                                               <C>
                RISK/RETURN SUMMARY
                   Janus Equity Income Fund.....................    2
                   Fees and expenses............................    5
                INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT
                STRATEGIES AND RISKS
                   Investment objective and principal investment
                   strategies...................................    6
                   General portfolio policies...................    7
                   Risks........................................   10
                SHAREHOLDER'S MANUAL
                   Minimum investments..........................   17
                   Types of account ownership...................   17
                   How to open your Janus account...............   19
                   How to purchase shares.......................   20
                   How to exchange shares.......................   22
                   How to redeem shares.........................   24
                   Shareholder services and account policies....   28
                MANAGEMENT OF THE FUNDS
                   Investment adviser...........................   33
                   Portfolio manager............................   34
                OTHER INFORMATION............... ...............   35
                DISTRIBUTIONS AND TAXES
                   Distributions................................   36
                   Taxes........................................   37
                FINANCIAL HIGHLIGHTS.............. .............   39
                GLOSSARY
                   Glossary of investment terms.................   40
 
</TABLE>
 
                                                            Table of contents  1
<PAGE> 
Risk return summary
 
JANUS EQUITY INCOME FUND
 
1. WHAT IS THE INVESTMENT OBJECTIVE OF JANUS EQUITY INCOME FUND?
 
               The Fund seeks current income and long-term growth of capital.
 
               The Fund's Trustees may change this objective without a
               shareholder vote and the Fund will notify you of any changes that
               are material. If there is a material change in the Fund's
               objective or policies, you should consider whether the Fund
               remains an appropriate investment for you. There is no guarantee
               that the Fund will meet its objective.
 
2. WHAT ARE THE MAIN INVESTMENT STRATEGIES OF JANUS EQUITY INCOME FUND?
 
               The Fund normally emphasizes investments in common stocks, and
               growth potential is a significant investment consideration.
               Normally, it invests at least 65% of its assets in
               income-producing equity securities.
 
               The portfolio manager applies a "bottom up" approach in choosing
               investments. In other words, he looks mostly for equity and
               income-producing securities that meet his investment criteria one
               at a time. If the portfolio manager is unable to find such
               investments, much of the Fund's assets may be in cash or similar
               investments.
 
3. WHAT ARE THE MAIN RISKS OF INVESTING IN JANUS EQUITY INCOME FUND?
 
               The biggest risk of investing in this Fund is that its returns
               may vary and you could lose money. If you are considering
               investing in the Fund, remember that it is designed for long-term
               investors who can accept the risks of investing in a portfolio
               with significant common stock holdings. Common stocks tend to be
               more volatile than other investment choices.
 
               The value of the Fund's portfolio may decrease if the value of an
               individual company in the portfolio decreases. The value of the
               Fund's portfolio could also decrease if the stock market goes
               down. If the value of the Fund's portfolio decreases, the Fund's
               net asset value (NAV) will also decrease which means if you sell
               your shares in the Fund you would get back less money.
 
 2 Janus Equity Income Fund
<PAGE> 
 
               The income component of the Fund's portfolio includes fixed-
               income securities. A fundamental risk to the income component is
               that the value of these securities will fall if interest rates
               rise. Generally, the value of a fixed-income portfolio will
               decrease when interest rates rise, which means the fund's NAV may
               likewise decrease. Another fundamental risk associated with
               fixed-income securities is credit risk, which is the risk that an
               issuer will be unable to make principal and interest payments
               when due.
 
               An investment in the Fund is not a bank deposit and is not
               insured or guaranteed by the Federal Deposit Insurance
               Corporation or any other government agency.
 
                                                          Risk return summary  3
<PAGE> 
 
               The following information illustrates how the Fund's performance
               has varied over time. The bar chart depicts the change in the
               Fund's performance from year-to-year during the periods
               indicated. The table compares the Fund's average annual returns
               for the periods indicated to a broad-based securities market
               index.
 
               JANUS EQUITY INCOME FUND

A BAR CHART showing Annual Total Returns for Janus Equity Income Fund from 1997
through 1998:
 
               Annual returns for periods ended 12/31

                                           31.08%    40.05%
                                            1997      1998

Each percentage is represented by a bar of proportionate size with the actual 
total return printed above the bar.

               Best Quarter: 4th-1998  26.34%;  Worst Quarter: 3rd-1998  (8.06%)

<TABLE>
<CAPTION>
                                    Average annual total return for periods ended 12/31/98
                                    ------------------------------------------------------
 
                                                                           Since Inception
                                                                  1 year      (6/28/96)
                <S>                                           <C>          <C>           
                Janus Equity Income Fund                          40.05%       35.11%
                S&P 500 Index*                                    28.74%       29.74%
                                                              ----------------------------
</TABLE>
 
               * The S&P 500 is the Standard & Poor's Composite Index of 500
                 Stocks, a widely recognized, unmanaged index of common stock
                 prices.
 
               The Fund's past performance does not necessarily indicate how it
               will perform in the future.
 
 4 Janus Equity Income Fund
<PAGE> 
 
FEES AND EXPENSES
 
               SHAREHOLDER FEES, such as sales loads, redemption fees or
               exchange fees, are charged directly to an investor's account. All
               Janus funds are no-load investments, so you will not pay any
               shareholder fees when you buy or sell shares of the Fund.
 
               ANNUAL FUND OPERATING EXPENSES are paid out of the Fund's assets
               and include fees for portfolio management, maintenance of
               shareholder accounts, shareholder servicing, accounting and other
               services. You do not pay these fees directly but, as the example
               below shows, these costs are borne indirectly by all
               shareholders.
 
               This table describes the fees and expenses that you may pay if
               you buy and hold shares of the Fund. It is based upon gross
               expenses (without the effect of expense offset arrangements) for
               the fiscal year ended October 31, 1998.
 
<TABLE>
<CAPTION>
                                                       Janus Equity Income Fund
   <S>                                                        <C>                     
   Management Fee                                                 0.75%
   Other Expenses                                                 0.46%
   Total Annual Fund Operating Expenses                           1.21%
</TABLE>
 
- --------------------------------------------------------------------------------
  EXAMPLE:
  This example is intended to help you compare the cost of investing in the
  Fund with the cost of investing in other mutual funds. The example
  assumes that you invest $10,000 in the Fund for the time periods
  indicated then redeem all of your shares at the end of those periods. The
  example also assumes that your investment has a 5% return each year and
  that the Fund's operating expenses remain the same. Although your actual
  costs may be higher or lower, based on these assumptions your costs would
  be:
 
<TABLE>
<CAPTION>
                                             1 Year    3 Years    5 Years    10 Years
                                             ----------------------------------------
   <S>                                       <C>       <C>        <C>        <C>     
   Janus Equity Income Fund                   $123      $384       $665       $1,466
</TABLE>
 
                                                          Risk return summary  5
<PAGE> 
Investment objective, principal 
           investment strategies 
           and risks
 
               This section takes a closer look at the investment objective of
               the Fund, its principal investment strategies and certain risks
               of investing in the Fund. Strategies and policies that are noted
               as "fundamental" cannot be changed without a shareholder vote.
 
               Please carefully review the "Risks" section of this Prospectus on
               pages 10-12 for a discussion of risks associated with certain
               investment techniques. We've also included a Glossary with
               descriptions of investment terms used throughout this Prospectus.
 
INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES
 
               Janus Equity Income Fund seeks current income and long-term
               growth of capital. It pursues its objective by normally
               emphasizing investments in common stocks, and growth potential is
               a significant investment consideration. The Fund tries to provide
               a lower level of volatility than the S&P 500 Index. Normally, it
               invests at least 65% of its assets in income-producing equity
               securities including common and preferred stocks, warrants and
               securities that are convertible to common or preferred stocks.
 
               The lower volatility sought by the Fund is expected to result
               primarily from investments in dividend-paying common stocks and
               other equity securities characterized by relatively greater price
               stability. The greater price stability sought by the Fund may be
               characteristic of companies that generate above average free cash
               flows. A company may use free cash flows for a number of purposes
               including commencing or increasing dividend payments,
               repurchasing its own stock or retiring outstanding debt. The
               portfolio manager also considers growth potential in selecting
               the Fund's securities and may hold securities selected solely for
               their growth potential. The growth component of the Fund's
               portfolio is expected to consist primarily of common stocks, but
               may also include warrants, preferred stocks or convertible
               securities selected primarily for their growth potential.
 
 6 Janus Equity Income Fund
<PAGE> 
 
GENERAL PORTFOLIO POLICIES
 
               In investing its portfolio assets, the Fund will follow the
               general policies listed below. The percentage limitations
               included in these policies and elsewhere in this Prospectus apply
               only at the time of purchase of the security. So, for example, if
               the Fund exceeds a limit as a result of market fluctuations or
               the sale of securities, it will not be required to dispose of any
               securities.
 
               CASH POSITION
               When the Fund's portfolio manager believes that market conditions
               are unfavorable for profitable investing, or when he is otherwise
               unable to locate attractive investment opportunities, the Fund's
               cash or similar investments may increase. In other words, the
               Fund does not always stay fully invested in stocks and bonds.
               Cash or similar investments generally are a residual - they
               represent the assets that remain after the portfolio manager has
               committed available assets to desirable investment opportunities.
               However, the portfolio manager may also temporarily increase the
               Fund's cash position to protect its assets or maintain liquidity.
               When the Fund's investments in cash or similar investments
               increase, it may not participate in market advances or declines
               to the same extent that it would if the Fund remained more fully
               invested in stocks or bonds.
 
               OTHER TYPES OF INVESTMENTS
               The Fund invests in domestic and foreign equity securities with a
               degree of emphasis on income. The Fund may also invest to a
               lesser degree in other types of securities. These securities
               (which are described in the Glossary) may include:
 
               - debt securities
 
               - indexed/structured securities
 
               - high-yield/high-risk securities (less than 35% of the Fund's
                 assets)
 
              Investment objective, principal investment strategies and risks  7
<PAGE> 
 
               - options, futures, forwards and other types of derivatives for
                 hedging purposes or for non-hedging purposes such as seeking to
                 enhance return
 
               - securities purchased on a when-issued, delayed delivery or
                 forward commitment basis
 
               ILLIQUID INVESTMENTS
               The Fund may invest up to 15% of its net assets in illiquid
               investments. An illiquid investment is a security or other
               position that cannot be disposed of quickly in the normal course
               of business. For example, some securities are not registered
               under the U.S. securities laws and cannot be sold to the U.S.
               public because of SEC regulations (these are known as "restricted
               securities"). Under procedures adopted by the Fund's Trustees,
               certain restricted securities may be deemed liquid, and will not
               be counted toward this 15% limit.
 
               FOREIGN SECURITIES
               The Fund may invest without limit in foreign equity and debt
               securities. The Fund may invest directly in foreign securities
               denominated in a foreign currency and not publicly traded in the
               United States. Other ways of investing in foreign securities
               include depositary receipts or shares, and passive foreign
               investment companies.
 
               SPECIAL SITUATIONS
               The Fund may invest in special situations. A special situation
               arises when, in the opinion of the Fund's portfolio manager, the
               securities of a particular issuer will be recognized and
               appreciate in value due to a specific development with respect to
               that issuer. Developments creating a special situation might
               include, among others, a new product or process, a technological
               breakthrough, a management change or other extraordinary
               corporate event, or differences in market supply of and demand
               for the security. The Fund's performance could suffer if the
               anticipated development in a "special situation" investment does
               not occur or does not attract the expected attention.
 
 8 Janus Equity Income Fund
<PAGE> 
 
               PORTFOLIO TURNOVER
               The Fund generally intends to purchase securities for long-term
               investment although, to a limited extent, the Fund may purchase
               securities in anticipation of relatively short-term price gains.
               Short-term transactions may also result from liquidity needs,
               securities having reached a price or yield objective, changes in
               interest rates or the credit standing of an issuer, or by reason
               of economic or other developments not foreseen at the time of the
               investment decision. The Fund may also sell one security and
               simultaneously purchase the same or a comparable security to take
               advantage of short-term differentials in bond yields or
               securities prices. Changes are made in the Fund's portfolio
               whenever its portfolio manager believes such changes are
               desirable. Portfolio turnover rates are generally not a factor in
               making buy and sell decisions.
 
               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. Higher costs
               associated with increased portfolio turnover may offset gains in
               the Fund's performance.
 
              Investment objective, principal investment strategies and risks  9
<PAGE> 
 
RISKS
 
               Because the Fund may invest substantially all of its assets in
               common stocks, the main risk is the risk that the value of the
               stocks it holds might decrease in response to the activities of
               an individual company or in response to general market and/or
               economic conditions. If this occurs, the Fund's share price may
               also decrease. The Fund's performance may also be affected by
               risks specific to certain types of investments, such as foreign
               securities, derivative investments, non-investment grade debt
               securities or companies with relatively small market
               capitalizations.
 
The following questions and answers are designed to help you better understand
some of the risks of investing in the Fund.
 
1. THE FUND MAY INVEST IN SMALLER OR NEWER COMPANIES. DOES THIS CREATE ANY
   SPECIAL RISKS?
 
               Many attractive investment opportunities may be smaller, start-up
               companies offering emerging products or services. Smaller or
               newer companies may suffer more significant losses as well as
               realize more substantial growth than larger or more established
               issuers because they may lack depth of management, be unable to
               generate funds necessary for growth or potential development, or
               be developing or marketing new products or services for which
               markets are not yet established and may never become established.
               In addition, such companies may be insignificant factors in their
               industries and may become subject to intense competition from
               larger or more established companies. Securities of smaller or
               newer companies may have more limited trading markets than the
               markets for securities of larger or more established issuers, and
               may be subject to wide price fluctuations. Investments in such
               companies tend to be more volatile and somewhat more speculative.
 
2. I'VE HEARD A LOT ABOUT HOW THE CHANGE TO THE YEAR 2000 COULD AFFECT COMPUTER
   SYSTEMS. DOES THIS CREATE ANY SPECIAL RISKS?
 
               The portfolio manager carefully researches each potential
               investment before making an investment decision and, among other
 
 10 Janus Equity Income Fund
<PAGE> 
 
               things, considers Year 2000 readiness when selecting portfolio
               holdings. However, there is no guarantee that the information the
               portfolio manager receives regarding a company's Year 2000
               readiness is completely accurate. If a company has not
               satisfactorily addressed Year 2000 issues, the Fund's performance
               could suffer.
 
3. HOW COULD THE FUND'S INVESTMENTS IN FOREIGN SECURITIES AFFECT ITS
   PERFORMANCE?
 
               The Fund may invest without limit in foreign securities either
               indirectly (e.g., depositary receipts) or directly in foreign
               markets. Investments in foreign securities, including those of
               foreign governments, may involve greater risks than investing in
               domestic securities because the Fund's performance may depend on
               issues other than the performance of a particular company. These
               issues include:
 
               - currency risk
 
               - political and economic risk
 
               - regulatory risk
 
               - market risk
 
               - transaction costs
 
               These risks are described in the SAI.
 
4. ARE THERE SPECIAL RISKS ASSOCIATED WITH INVESTMENTS IN HIGH-YIELD/HIGH-RISK
   SECURITIES?
 
               High-yield/high-risk securities (or "junk" bonds) are securities
               rated below investment grade by the primary rating agencies such
               as Standard & Poor's and Moody's. The value of lower quality
               securities generally is more dependent on credit risk, or the
               ability of the issuer to meet interest and principal payments,
               than investment grade debt securities. Issuers of high-yield
               securities may not be as strong financially as those issuing
               bonds with higher credit ratings and are more vulnerable to real
               or perceived economic changes, political changes or adverse
               developments specific to the issuer.
 
             Investment objective, principal investment strategies and risks  11
<PAGE> 
 
               Please refer to the SAI for a description of bond rating
               categories.
 
5. HOW DOES THE FUND TRY TO REDUCE RISK?
 
               The Fund may use futures, options and other derivative
               instruments to "hedge" or protect its portfolio from adverse
               movements in securities prices and interest rates. The Fund may
               also use a variety of currency hedging techniques, including
               forward currency contracts, to manage exchange rate risk. The
               Fund believes the use of these instruments will benefit the Fund.
               However, the Fund's performance could be worse than if the Fund
               had not used such instruments if the portfolio manager's
               judgement proves incorrect. Risks associated with the use of
               derivative instruments are described in the SAI.
 
 12 Janus Equity Income Fund
<PAGE> 
 
                       This page intentionally left blank
 
                                                                              13
<PAGE> 
 
Janus Equity Income Fund
<PAGE> 
 
                   Shareholder's
                   Manual
 
                   This section will help you become
                   familiar with the different types
                   of accounts you can establish with
                   Janus. It also explains in detail
                   the wide array of services and
                   features you can establish on your
                   account, as well as account
                   policies and fees that may apply
                   to your account. Account policies
                   (including fees), services and
                   features may be modified or
                   discontinued without shareholder
                   approval or prior notice.
 
                                                    [JANUS LOGO]
<PAGE> 
 
HOW TO GET IN TOUCH WITH JANUS
 
               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 Monday-Friday 7:00 a.m. to 6:00 p.m. Mountain
               time and Saturday 9:00 a.m. to 1:00 p.m. Mountain time.
 
               100 Fillmore Street, Suite 100
               Denver, CO 80206
 
               3773 Cherry Creek North Drive, Suite 101
               Denver, CO 80209
 
 QUICK ADDRESS AND TELEPHONE REFERENCE
- --------------------------------------------------------------------------------
 
<TABLE>
  <S>                                           <C>
  MAILING ADDRESS                               JANUS XPRESSLINE(TM)
  Janus                                         1-888-979-7737
  P.O. Box 173375                               For 24-hour access to account
  Denver, CO 80217-3375                         and fund information,
                                                exchanges, purchases and
  FOR OVERNIGHT CARRIER                         redemptions, automated daily
  Janus                                         quotes on fund share prices,
  Suite 101                                     yields and total returns.
  3773 Cherry Creek North Drive
  Denver, CO 80209-3811                         TDD
                                                1-800-525-0056
  INVESTOR SERVICE REPRESENTATIVES              A telecommunications device
  If you have any questions while reading       for our hearing- and
  this Prospectus, please call one of our       speech-impaired shareholders.
  Investor Service Representatives at
  1-800-525-3713 Monday-Friday: 8:00            JANUS LITERATURE LINE
  a.m.-8:00 p.m., and Saturday: 10:00           1-800-525-8983
  a.m.-4:00 p.m., New York time.                To request a prospectus,
  JANUS INTERNET ADDRESS                        shareholder reports or
  janus.com                                     marketing materials 24 hours a
                                                day.
</TABLE>
 
 16 Janus Equity Income Fund
<PAGE> 
 
MINIMUM INVESTMENTS*
- ---------------------------------------------
 
<TABLE>
<S>                                 <C>
To open a new regular account        $2,500

To open a new retirement,
education or UGMA/UTMA account       $  500

To open a new regular account with
an Automatic Investment Program      $  500**

To add to any type of an account     $  100+
</TABLE>
 
 * The Fund reserves the right to
   change the amount of these
   minimums from time to time or
   to waive them in whole or in
   part for certain types of
   accounts.
** An Automatic Investment Program
   requires a $100 minimum
   automatic investment per month
   until the account balance
   reaches $2,500.
 + The minimum subsequent
   investment for IRA UGMA/UTMA
   accounts is $50.
 
TYPES OF ACCOUNT OWNERSHIP
 
               If you are investing in the Fund for the first time, you will
               need to establish an account. You can establish the following
               types of accounts by completing a New Account Application. To
               request an application, call 1-800-525-3713 or visit our Web site
               at janus.com to download an application.
 
               INDIVIDUAL OR JOINT OWNERSHIP
               Individual accounts are owned by one person. Joint accounts have
               two or more owners.
 
               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.
 
               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.
 
                                                        Shareholder's manual  17
<PAGE> 
 
               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.
 
TAX-DEFERRED ACCOUNTS
 
               If you are eligible, you may set up one or more tax-deferred
               accounts. A tax-deferred account allows you to shelter your
               investment income and capital gains from current income taxes. A
               contribution to certain of these plans may also be tax
               deductible. Tax-deferred accounts include retirement plans
               described below and the Education IRA. Distributions from these
               plans are generally subject to income tax and may be subject to
               an additional tax if withdrawn prior to age 59 1/2 or used for a
               nonqualifying purpose. Investors should consult their tax adviser
               or legal counsel before selecting a tax-deferred account.
 
               Investors Fiduciary Trust Company serves as custodian for the
               tax-deferred accounts offered by the Fund. You will be charged an
               annual account maintenance fee of $12 for each taxpayer
               identification number no matter how many tax-deferred accounts
               you have with Janus. You may pay the fee by check or have it
               automatically deducted from your account (usually in December).
               The custodian reserves the right to change the amount of this fee
               or to waive it in whole or in part for certain types of accounts.
 
               The following plans require a special application. For an
               application and more details about our Retirement Plans, call
               1-800-525-3713.
 
               TRADITIONAL AND ROTH INDIVIDUAL RETIREMENT ACCOUNTS
               Both types of IRAs allow most individuals 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 more complete information regarding the
               different types of IRAs.
 
 18 Janus Equity Income Fund
<PAGE> 
 
               EDUCATION IRA
               This plan allows individuals, subject to certain income
               limitations, to contribute up to $500 annually on behalf of any
               child under the age of 18. Please refer to the Janus IRA booklet
               for more complete information regarding the Education IRA.
 
               SIMPLIFIED EMPLOYEE PENSION PLAN
               This plan allows small business owners (including sole
               proprietors) to make tax-deductible contributions for themselves
               and any eligible employee(s). A SEP requires an IRA (a SEP-IRA)
               to be set up for each SEP participant.
 
               PROFIT SHARING OR MONEY PURCHASE PENSION PLAN
               These plans are open to corporations, partnerships and sole
               proprietors to benefit their employees and themselves.
 
               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.
 
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 and make your check payable to Janus. The Fund is
               available only to U.S. citizens or residents, and your
               application will be returned to you if you do not meet these
               criteria. Send all items to one of addresses listed in the "Quick
               Address and Telephone Reference" on page 16.
 
                                                        Shareholder's manual  19
<PAGE> 
 
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:
 
               - Cash, credit cards, third party checks and credit card checks
                 will not be accepted.
 
               - All purchases must be made in U.S. dollars.
 
               - Checks must be drawn on a U.S. bank and made payable to Janus.
 
               - If a check does not clear your bank, the Fund reserves the
                 right to cancel the purchase.
 
               - If the Fund is unable to debit your predesignated bank account
                 on the day of purchase, it may make additional attempts or
                 cancel the purchase.
 
               - The Fund reserves the right to reject any specific purchase
                 request.
 
               If your purchase is cancelled you will be responsible for any
               losses or fees imposed by your bank and losses that may be
               incurred as a result of any decline in the value of the cancelled
               purchase. The Fund (or its agents) has the authority to redeem
               shares in your account(s) to cover any such losses due to
               fluctuations in share price. Any profit on such cancellation will
               accrue to the Fund.
 
               ONCE YOU HAVE OPENED YOUR JANUS ACCOUNT, THE MINIMUM AMOUNT FOR
               AN ADDITIONAL INVESTMENT IS $100 ($50 FOR IRAs OR UGMA/UTMA
               ACCOUNTS). 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
 
 20 Janus Equity Income Fund
<PAGE> 
 
               rollover or a current or prior year contribution. Send your check
               made payable to Janus 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. To purchase
               shares by telephone, call an Investor Service Representative at
               1-800-525-3713 during normal business hours or call the Janus
               XpressLine, 1-888-979-7737, for access to this option 24 hours a
               day. 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.
 
               BY INTERNET
 
               You must pre-establish the "Telephone Purchase of Shares Option"
               to make a purchase on our Web site at janus.com. If you have
               questions, please call 1-800-975-9932 to speak to a Janus
               representative.
 
               AUTOMATIC INVESTMENT PROGRAMS
 
               Janus offers several automatic investment programs to help you
               achieve your financial goals as simply and conveniently as
 
                                                        Shareholder's manual  21
<PAGE> 
 
               possible. You may open a new account with a $500 initial purchase
               and $100 automatic subsequent investments.
 
               AUTOMATIC MONTHLY INVESTMENT PROGRAM
               You select the day each month that your money ($100 minimum) will
               be electronically transferred from your bank account to your Fund
               account. To establish this option, complete the "Automatic
               Monthly Investment Program" section on the application and attach
               a "voided" check from your bank account. If your Fund account is
               already established, call 1-800-525-3713 to request the
               appropriate form.
 
               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.
 
               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 26.
 
               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
 
 22 Janus Equity Income Fund
<PAGE> 
 
               or call the Janus XpressLine, 1-888-979-7737, for access to this
               option 24 hours a day.
 
               BY SYSTEMATIC EXCHANGE
 
               As noted above, you may establish a Systematic Exchange for as
               little as $100 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.
 
               BY INTERNET
 
               Exchanges may also be made on our Web site at janus.com.
 
               EXCHANGE POLICIES
 
               - 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.
 
               - Exchanges between existing accounts must meet the $100
                 subsequent investment requirement.
 
               - You may make four exchanges out of the Fund during a calendar
                 year (exclusive of Systematic Exchanges). Exchanges in excess
                 of this limit may be subject to an exchange fee or may result
                 in termination of the exchange privilege.
 
               - The Fund reserves the right to reject any exchange request and
                 to modify or terminate the exchange privilege at any time. For
                 example, the Fund may reject exchanges from accounts engaged in
                 or known to engage in trading in excess of the limit above
                 (including market timing transactions).
 
               - Exchanges between accounts will be accepted only if the
                 registrations are identical.
 
                                                        Shareholder's manual  23
<PAGE> 
 
               - If the shares you are exchanging are held in certificate form,
                 you must return the certificate to the Fund prior to making any
                 exchanges.
 
               - Be sure to read the prospectus for the fund into which you are
                 exchanging.
 
               - 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.
 
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. The
               redemption may be suspended for 10 days following an address
               change unless a signature guarantee is provided.
 
               IN WRITING
 
               To request a redemption in writing, please follow the
               instructions for written requests noted on page 26.
 
               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 request redemptions daily
               from your account by calling 1-800-525-3713 by the close of the
               regular trading session of the New York Stock Exchange ("NYSE")
               normally 4:00 p.m. New York time. You may also use Janus
               XpressLine, 1-888-979-7737, for access to this option 24 hours a
               day. (There is a daily limit of $100,000 per account for
               redemptions payable by check.)
 
 24 Janus Equity Income Fund
<PAGE> 
 
               BY INTERNET
 
               Redemptions may also be made on our Web site at janus.com.
 
               SYSTEMATIC REDEMPTION OPTION
 
               The Systematic Redemption Option allows you to redeem a specific
               dollar amount from your Fund account on a regular basis. For more
               information or to request the appropriate form, please call
               1-800-525-3713.
 
PAYMENT OF REDEMPTION PROCEEDS
 
               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.
 
               BY ELECTRONIC TRANSFER
               If you have established the electronic redemption option, your
               redemption proceeds can be electronically transferred to your
               predesignated bank account on the next bank business day after
               receipt of your redemption request (wire transfer) or the second
               bank business day after receipt of your redemption request (ACH
               transfer). Wire transfers will be charged an $8 fee per wire and
               your bank may charge an additional fee to receive the wire. ACH
               transfers are made free of charge. Wire redemptions are not
               available for retirement accounts.
 
               If you would like to establish the electronic redemption option
               on an existing account, please call 1-800-525-3713 to request the
               appropriate form.
 
               IF THE SHARES BEING REDEEMED WERE PURCHASED BY CHECK, TELEPHONE,
               ON OUR WEB SITE, OR THROUGH THE AUTOMATIC MONTHLY INVESTMENT
               PROGRAM, THE FUND MAY DELAY THE PAYMENT OF YOUR REDEMPTION
               PROCEEDS FOR UP TO 15 DAYS FROM THE DAY OF PURCHASE TO ALLOW THE
               PURCHASE TO CLEAR. Unless you provide alternate instructions,
               your proceeds will be invested in Janus
 
                                                        Shareholder's manual  25
<PAGE> 
 
               Money Market Fund - Investor Shares during the 15 day hold
               period.
 
WRITTEN INSTRUCTIONS
 
               To redeem all or part of your shares in writing, your request
               should be sent to one of the addresses listed on page 16 and must
               include the following information:
 
               - the name of the Fund
 
               - the account number
 
               - the amount of money or number of shares being redeemed or
                 exchanged
 
               - the name(s) on the account registration
 
               - the signature(s) of all registered account owners
 
               - your daytime telephone number
 
               SIGNATURE REQUIREMENTS BASED ON ACCOUNT TYPE
 
               INDIVIDUAL, JOINT TENANTS, TENANTS IN COMMON
               Written instructions must be signed by each shareholder, exactly
               as the names appear in the account registration.
 
               UGMA OR UTMA
               Written instructions must be signed by the custodian in his/her
               capacity as it appears in the account registration.
 
               SOLE PROPRIETOR, GENERAL PARTNER
               Written instructions must be signed by an authorized individual
               in his/her capacity as it appears on the account registration.
 
               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.
 
 26 Janus Equity Income Fund
<PAGE> 
 
               TRUST
               Written instructions must be signed by the trustee(s). If the
               name(s) of the current trustee(s) does not appear in the account
               registration, a certificate of incumbency dated within 60 days
               must also be submitted.
 
               IRA
               Written instructions must be signed by the account owner. If you
               do not want federal income tax withheld from your redemption, you
               must state that you elect not to have such withholding apply. In
               addition, your instructions must state whether the distribution
               is normal (after age 59 1/2) or premature (before age 59 1/2)
               and, if premature, whether any exceptions such as death or
               disability apply with regard to the 10% additional tax on early
               distributions.
 
SIGNATURE GUARANTEE
 
               In addition to the signature requirements, A SIGNATURE GUARANTEE
               IS ALSO REQUIRED if any of the following is applicable:
 
               - You request a redemption by check that exceeds $100,000.
 
               - You would like the check made payable to anyone other than the
                 shareholder(s) of record.
 
               - You would like the check mailed to an address which has been
                 changed within 10 days of the redemption request.
 
               - You would like the check mailed to an address other than the
                 address of record.
 
               THE FUND RESERVES THE RIGHT TO REQUIRE A SIGNATURE GUARANTEE
               UNDER OTHER CIRCUMSTANCES OR TO REJECT OR DELAY A REDEMPTION ON
               CERTAIN LEGAL GROUNDS. FOR MORE INFORMATION PERTAINING TO
               SIGNATURE GUARANTEES, PLEASE CALL 1-800-525-3713.
 
               HOW TO OBTAIN A SIGNATURE GUARANTEE
 
               A signature guarantee assures that a signature is genuine. The
               signature guarantee protects shareholders from unauthorized
               account transfers. The following financial institutions may
               guaran-
 
                                                        Shareholder's manual  27
<PAGE> 
 
               tee signatures: banks, savings and loan associations, trust
               companies, credit unions, broker-dealers, and member firms of a
               national securities exchange. Call your financial institution to
               see if they have the ability to guarantee a signature. A
               signature guarantee cannot be provided by a notary public.
 
               If you live outside the United States, a foreign bank properly
               authorized to do business in your country of residence or a U.S.
               consulate may be able to authenticate your signature.
 
PRICING OF FUND SHARES
 
               All purchases, redemptions and exchanges will be processed at the
               NAV next calculated after your request is received and accepted
               by the Fund (or the Fund's agent or authorized designee). The
               Fund's NAV is calculated at the close of the regular trading
               session of the NYSE (normally 4:00 p.m. New York time) each day
               that the NYSE is open. The NAV of Fund shares is not determined
               on days the NYSE is closed (generally, New Year's Day, Martin
               Luther King Day, Presidents' Day, Good Friday, Memorial Day,
               Independence Day, Labor Day, Thanksgiving and Christmas). In
               order to receive a day's price, your order must be received by
               the close of the regular trading session of the NYSE. Securities
               are valued at market value or, if a market quotation is not
               readily available, at their fair value determined in good faith
               under procedures established by and under the supervision of the
               Trustees. Short-term instruments maturing within 60 days are
               valued at amortized cost, which approximates market value. See
               the SAI for more detailed information.
 
SHAREHOLDER SERVICES AND ACCOUNT POLICIES
 
               JANUS XPRESSLINE(TM)
 
               Janus XpressLine, our electronic telephone service, offers you
               24-hour access by TouchTone(TM) telephone to obtain information
               on account balances, Fund performance or dividends. You can also
               make exchanges, purchases and redemptions in existing accounts,
               request literature about any Janus fund, or order duplicate
 
 28 Janus Equity Income Fund
<PAGE> 
 
               statements. Janus XpressLine is accessed by calling
               1-888-979-7737. Calls are limited to five minutes.
 
               JANUS WEB SITE
 
               Janus maintains a Web site located at janus.com. You can
               purchase, exchange and redeem shares and access information such
               as your account balance and the Fund's NAV through the Web site.
               In order to engage in transactions on our Web site, you must
               authorize us to transmit account information online and accept
               online instructions (see janus.com and follow the procedures
               accordingly). You may also need to have bank account information,
               wire instructions or other options established on your account.
               The Fund and its agents will not be responsible for any losses
               resulting from unauthorized transactions on our Web site when
               procedures designed for engaging in such transactions are
               followed. If you have questions, please call 1-800-975-9932 to
               speak to a Janus representative.
 
               ACCOUNT MINIMUMS
 
               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, for purposes of this policy,
               accounts will be valued in September, and 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.
 
                                                        Shareholder's manual  29
<PAGE> 
 
               TRANSACTIONS THROUGH PROCESSING ORGANIZATIONS
 
               You may purchase or sell Fund shares through a broker-dealer,
               bank or other financial institution, or an organization that
               provides recordkeeping and consulting services to 401(k) plans or
               other employee benefit plans (a "Processing Organization").
               Processing Organizations may charge you a fee for this service
               and may require different minimum initial and subsequent
               investments than the Fund. Processing Organizations may also
               impose other charges or restrictions different from those
               applicable to shareholders who invest in the Fund directly. A
               Processing Organization, rather than its customer, may be the
               shareholder of record of your shares. The Fund is not responsible
               for the failure of any Processing Organization to carry out its
               obligations to its customers. Certain Processing Organizations
               may receive compensation from Janus Capital or its affiliates and
               certain Processing Organizations may receive compensation from
               the Fund for shareholder recordkeeping and similar services.
 
               TAXPAYER IDENTIFICATION NUMBER
 
               On your application or other appropriate form, you will be asked
               to certify that your Social Security or taxpayer identification
               number is correct and that you are not subject to backup
               withholding for failing to report income to the IRS. If you are
               subject to the 31% backup withholding or you did not certify your
               taxpayer identification number, the IRS requires the Fund to
               withhold 31% of any dividends paid and redemption or exchange
               proceeds. In addition to the 31% backup withholding, you may be
               subject to a $50 fee to reimburse the Fund for any penalty that
               the IRS may impose.
 
               SHARE CERTIFICATES
 
               Most shareholders choose not to hold their shares in certificate
               form because account transactions such as exchanges and
               redemptions cannot be completed until the certificate has been
               returned to the Fund. The Fund will issue share certificates upon
               written request only and reserves the right to charge a fee for
               this service.
 
 30 Janus Equity Income Fund
<PAGE> 
 
               Share certificates will not be issued until the shares have been
               held for at least 15 days and will not be issued for accounts
               that do not meet the minimum investment requirements. Share
               certificates cannot be issued for retirement accounts. In
               addition, if the certificate is lost, there may be a replacement
               charge.
 
               INVOLUNTARY REDEMPTIONS
 
               The Fund reserves the right to close an account if the
               shareholder is deemed to engage in activities which are illegal
               or otherwise believed to be detrimental to the Fund.
 
               TELEPHONE TRANSACTIONS
 
               You may initiate many transactions by telephone. The Fund and its
               agents will not be responsible for any losses resulting from
               unauthorized transactions when procedures designed to verify the
               identity of the caller are followed.
 
               It may be difficult to reach an Investor Service Representative
               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, calling the Janus XpressLine or visiting our Web site.
 
               TEMPORARY SUSPENSION OF SERVICES
 
               The Fund or its agents may, in case of emergency, temporarily
               suspend telephone transactions or other shareholder services.
 
               ADDRESS CHANGES
 
               To change the address on your account, call 1-800-525-3713 or
               send a written request signed by all account owners. Include the
               name of the Fund, the account number(s), the name(s) on the
               account and both the old and new addresses. Certain options may
               be suspended for 10 days following an address change unless a
               signature guarantee is provided.
 
                                                        Shareholder's manual  31
<PAGE> 
 
               REGISTRATION CHANGES
 
               To change the name on an account, the shares are generally
               transferred to a new account. In some cases, legal documentation
               may be required. For more information call 1-800-525-3713.
 
               STATEMENTS AND REPORTS
 
               Investors participating in an automatic investment program will
               receive quarterly confirmations of all transactions. Dividend
               information will be distributed quarterly. In addition, the Fund
               will send you an immediate transaction confirmation statement
               after every non-systematic transaction.
 
               The Fund produces financial reports, which include a list of the
               Fund's portfolio holdings, semiannually and updates its
               prospectus annually. To reduce expenses, the Fund may choose to
               mail only one report or prospectus to your household, even if
               more than one person in the household has a Fund account. Please
               call 1-800-525-3713 if you would like to receive additional
               reports or prospectuses. The Fund reserves the right to charge a
               fee for additional statement and report requests.
 
 32 Janus Equity Income Fund
<PAGE> 
                                                          Management of the fund
 
INVESTMENT ADVISER
 
               Janus Capital Corporation, 100 Fillmore Street, Denver, Colorado
               80206-4928, is the investment adviser to the Fund and is
               responsible for the day-to-day management of its investment
               portfolio and other business affairs.
 
               Janus Capital began serving as investment adviser to Janus Fund
               in 1970 and currently serves as investment adviser to all of the
               Janus funds, acts as sub-adviser for a number of private-label
               mutual funds and provides separate account advisory services for
               institutional accounts.
 
               Janus Capital furnishes continuous advice and recommendations
               concerning the Fund's investments. Janus Capital also furnishes
               certain administrative, compliance and accounting services for
               the Fund, and may be reimbursed by the Fund for its costs in
               providing those services. In addition, Janus Capital employees
               serve as officers of the Trust and Janus Capital provides office
               space for the Fund and pays the salaries, fees and expenses of
               all Fund officers and those Trustees who are affiliated with
               Janus Capital.
 
               The Fund pays Janus Capital a management fee which is calculated
               daily and paid monthly. The advisory agreement with the Fund
               spells out the management fee and other expenses that the Fund
               must pay.
 
               The Fund incurs expenses not assumed by Janus Capital, including
               transfer agent and custodian fees and expenses, legal and
               auditing fees, printing and mailing costs of sending reports and
               other information to existing shareholders, and independent
               Trustees' fees and expenses. The Annual Fund Operating Expenses
               table on page 5 lists the actual management fee and total
               operating expenses of the Fund for the most recent fiscal year.
 
                                                      Management of the fund  33
<PAGE> 
 
PORTFOLIO MANAGER
 
BLAINE P. ROLLINS
- --------------------------------------------------------------------------------
                   is Executive Vice President and portfolio manager of the
                   Fund, which he has managed since inception, and Janus
                   Balanced Fund, which he has managed since January 1996. He
                   is an assistant portfolio manager of Janus Fund. Mr.
                   Rollins joined Janus Capital in 1990 and gained experience
                   as a fixed-income trader and equity research analyst prior
                   to managing Janus Balanced Fund. He holds a Bachelor of
                   Science in Finance from the University of Colorado and
                   received the Chartered Financial Analyst designation.
 
 34 Janus Equity Income Fund
<PAGE> 
                                                               Other information
 
               SIZE OF THE FUND
 
               Although there is no present intention to do so, the Fund may
               discontinue sales of its shares if management and the Trustees
               believe that continued sales may adversely affect the Fund's
               ability to achieve its investment objective. If sales of the Fund
               are discontinued, it is expected that existing shareholders of
               the Fund will be permitted to continue to purchase shares and to
               reinvest any dividends or capital gains distributions, absent
               highly unusual circumstances.
 
               YEAR 2000
 
               Preparing for Year 2000 is a high priority for Janus Capital,
               which has established a dedicated group to address this issue.
               Janus Capital has devoted considerable internal resources and has
               engaged one of the foremost experts in the field to help achieve
               Year 2000 readiness. Janus Capital does not anticipate that Year
               2000-related issues will have a material impact on its ability to
               continue to provide the Fund with service at current levels;
               however, Janus Capital cannot make any assurances that the steps
               it has taken to ensure Year 2000 readiness will be successful. In
               addition, there can be no assurance that Year 2000 issues will
               not affect the companies in which the Fund invests or worldwide
               markets and economies.
 
                                                           Other information  35
<PAGE> 
 
Distributions and taxes
 
DISTRIBUTIONS
 
               To avoid taxation of the Fund, the Internal Revenue Code requires
               the Fund to distribute net income and any net capital gains
               realized on its investments annually. The Fund's income from
               dividends and interest and any net realized short-term gains are
               paid to shareholders as ordinary income dividends. Net realized
               long-term gains are paid to shareholders as capital gains
               distributions. Dividends are normally declared and paid in March,
               June, September and December, while capital gains distributions
               are normally declared and paid in December.
 
               HOW DISTRIBUTIONS AFFECT THE FUND'S NAV
 
               Distributions are paid to shareholders as of the record date of
               the distribution of the Fund, regardless of how long the shares
               have been held. Dividends and capital gains awaiting distribution
               are included in the Fund's daily NAV. The share price of the Fund
               drops by the amount of the distribution, net of any subsequent
               market fluctuations. As an example, assume that on December 31,
               the Fund declared a dividend in the amount of $0.25 per share. If
               the Fund's share price was $10.00 on December 30, the Fund's
               share price on December 31 would be $9.75, barring market
               fluctuations. Shareholders should be aware that distributions
               from a taxable mutual fund are not value-enhancing and may create
               income tax obligations.
 
               "BUYING A DIVIDEND"
 
               If you purchase shares of the Fund just before the distribution,
               you will pay the full price for the shares and receive a portion
               of the purchase price back as a taxable distribution. This is
               referred to as "buying a dividend." In the above example, if you
               bought shares on December 30, you would have paid $10.00 per
               share. On December 31, the Fund would pay you $0.25 per share as
               a dividend and your shares would now be worth $9.75 per share.
               Unless your account is set up as a tax-deferred account,
               dividends paid to you would be included in your gross income for
               tax purposes, even though you may not have participated in the
 
 36 Janus Equity Income Fund
<PAGE> 
 
               increase in NAV of the Fund, whether or not you reinvested the
               dividends.
 
DISTRIBUTION OPTIONS
 
               When you open an account, you must specify on your application
               how you want to receive your distributions. You may change your
               distribution option at any time by writing the Fund at one of the
               addresses on page 16 or calling 1-800-525-3713. The Fund offers
               the following options:
 
               1. REINVESTMENT OPTION
               You may reinvest your income dividends and capital gains
               distributions in additional shares. This option is assigned
               automatically if no other choice is made.
 
               2. CASH OPTION
               You may receive your income dividends and capital gains
               distributions in cash.
 
               3. REINVEST AND CASH OPTION
               You may receive either your income dividends or capital gains
               distributions in cash and reinvest the other in additional
               shares.
 
               4. REDIRECT OPTION
               You may direct your dividends or capital gains to purchase shares
               of another Janus fund.
 
               The Fund reserves the right to reinvest into your account
               undeliverable and uncashed dividend and distribution checks that
               remain outstanding for six months in shares of the Fund at the
               NAV next computed after the check is cancelled. Subsequent
               distributions may also be reinvested.
 
TAXES
 
               As with any investment, you should consider the tax consequences
               of investing in the Fund. Any time you sell or exchange shares of
               a Fund in a taxable account, it is considered a taxable event.
               Depending on the purchase price and the sale price, you
 
                                                     Distributions and taxes  37
<PAGE> 
 
               may have a gain or loss on the transaction. Any tax liabilities
               generated by your transactions are your responsibility.
 
               The following discussion does not apply to tax-deferred accounts,
               nor is it a complete analysis of the federal tax implications of
               investing in the Fund. You may wish to consult your own tax
               adviser. Additionally, state or local taxes may apply to your
               investment, depending upon the laws of your state of residence.
 
               TAXES ON DISTRIBUTIONS
               Dividends and distributions by the Fund are subject to federal
               income tax, regardless of whether the distribution is made in
               cash or reinvested in additional shares of the Fund.
               Distributions may be taxable at different rates depending on the
               length of time the Fund holds a security. In certain states, a
               portion of the dividends and distributions (depending on the
               source of the Fund's income) may be exempt from state and local
               taxes. Information regarding the tax status of income dividends
               and capital gains distributions will be mailed to shareholders on
               or before January 31st of each year. Account tax information will
               also be sent to the IRS.
 
               TAXATION OF THE FUND
               Dividends, interest, and some capital gains received by the Fund
               on foreign securities may be subject to tax withholding or other
               foreign taxes. The Fund may from year to year make the election
               permitted under section 853 of the Internal Revenue Code to pass
               through such taxes to shareholders as a foreign tax credit. If
               such an election is not made, any foreign taxes paid or accrued
               will represent an expense to the Fund.
 
               The Fund does not expect to pay federal income or excise taxes
               because it intends to meet certain requirements of the Internal
               Revenue Code. It is important that the Fund meet these
               requirements so that any earnings on your investment will not be
               taxed twice.
 
 38 Janus Equity Income Fund
<PAGE> 
                                                            Financial highlights
 
               The financial highlights table is intended to help you understand
               the Fund's financial performance through October 31st of each
               fiscal period shown. Items 1 through 9 reflect financial results
               for a single Fund share. The total returns in the table represent
               the rate that an investor would have earned (or lost) on an
               investment in the Fund (assuming reinvestment of all dividends
               and distributions). This information has been audited by
               PricewaterhouseCoopers LLP, whose report, along with the Fund's
               financial statements, are included in the Annual Report, which is
               available upon request and incorporated by reference into the
               SAI.
 
<TABLE>
<CAPTION>
                               JANUS EQUITY INCOME FUND
- ---------------------------------------------------------------------------------------
                                                            Periods ending October 31st
                                                             1998      1997     1996(1)
<S>                                                         <C>       <C>       <C>
  1. NET ASSET VALUE, BEGINNING OF PERIOD                   $13.98    $11.29    $10.00
     INCOME FROM INVESTMENT OPERATIONS:
  2. Net investment income                                    0.05      0.09      0.07
  3. Net gains or (losses) on securities (both realized
     and unrealized)                                          2.47      3.11      1.25
  4. Total from investment operations                         2.52      3.20      1.32
     LESS DISTRIBUTIONS:
  5. Dividends (from net investment income)                 (0.03)    (0.12)    (0.03)
  6. Dividends (in excess of net investment income)             --        --        --
  7. Distributions (from capital gains)                     (0.88)    (0.39)        --
  8. Total distributions                                    (0.91)    (0.51)    (0.03)
  9. NET ASSET VALUE, END OF PERIOD                         $15.59    $13.98    $11.29
 10. TOTAL RETURN*                                          19.21%    29.46%    13.20%
 11. Net assets, end of period (in millions)                  $201       $74       $30
 12. Average net assets for the period (in millions)          $134       $46       $21
 13. Ratio of gross expenses to average net assets**         1.21%     1.48%     1.79%
 14. Ratio of net expenses to average net assets**           1.18%     1.45%     1.71%
 15. Ratio of net investment income/(loss) to average net
     assets**                                                0.41%     0.62%     3.09%
 16. Portfolio turnover rate**                                101%      180%      325%
- ---------------------------------------------------------------------------------------
</TABLE>
 
(1) Fiscal period from June 28, 1996 (inception) to October 31, 1996.
  * Total return is not annualized for periods of less than one full year.
 ** Annualized for periods of less than one full year.
 
                                                        Financial highlights  39
<PAGE> 
 
Glossary of investment terms
 
               This glossary provides a more detailed description of some of the
               types of securities and other instruments in which the Fund may
               invest. The Fund may invest in these instruments to the extent
               permitted by its investment objective and policies. The Fund is
               not limited by this discussion and may invest in any other types
               of instruments not precluded by the policies discussed elsewhere
               in this Prospectus. Please refer to the SAI for a more detailed
               discussion of certain instruments.
 
I. EQUITY AND DEBT SECURITIES
 
               BONDS are debt securities issued by a company, municipality,
               government or government agency. The issuer of a bond is required
               to pay the holder the amount of the loan (or par value of the
               bond) at a specified maturity and to make scheduled interest
               payments.
 
               COMMERCIAL PAPER is a short-term debt obligation with a maturity
               ranging from 1 to 270 days issued by banks, corporations and
               other borrowers to investors seeking to invest idle cash. The
               Fund may purchase commercial paper issued in private placements
               under Section 4(2) of the Securities Act of 1933.
 
               COMMON STOCKS are equity securities representing shares of
               ownership in a company, and usually carry voting rights and earns
               dividends. Unlike preferred stock, dividends on common stocks are
               not fixed but are declared at the discretion of the issuer's
               board of directors.
 
               CONVERTIBLE SECURITIES are preferred stocks or bonds that pay a
               fixed dividend or interest payment and are convertible into
               common stock at a specified price or conversion ratio.
 
               DEBT SECURITIES are equity securities representing money borrowed
               that must be repaid at a later date. Such securities have
               specific maturities and usually a specific rate of interest or an
               original purchase discount.
 
 40 Janus Equity Income Fund
<PAGE> 
 
               DEPOSITARY RECEIPTS are receipts for shares of a foreign-based
               corporation that entitle the holder to dividends and capital
               gains on the underlying security. Receipts include those issued
               by domestic banks (American Depositary Receipts), foreign banks
               (Global or European Depositary Receipts) and broker-dealers
               (depositary shares).
 
               FIXED-INCOME SECURITIES are securities that pay a specified rate
               of return. The term generally includes short- and long-term
               government, corporate and municipal obligations that pay a
               specified rate of interest or coupons for a specified period of
               time, and preferred stock, which pays fixed dividends. Coupon and
               dividend rates may be fixed for the life of the issue or, in the
               case of adjustable and floating rate securities, for a shorter
               period.
 
               HIGH-YIELD/HIGH-RISK SECURITIES are securities that are rated
               below investment grade by the primary rating agencies (e.g., BB
               or lower by Standard & Poor's and Ba or lower by Moody's). Other
               terms commonly used to describe such securities include "lower
               rated bonds," "noninvestment grade bonds" and "junk bonds."
 
               MORTGAGE- AND ASSET-BACKED SECURITIES are shares in a pool of
               mortgages or other debt. These securities are generally pass-
               through securities, which means that principal and interest
               payments on the underlying securities (less servicing fees) are
               passed through to shareholders on a pro rata basis. These
               securities involve prepayment risk, which is the risk that the
               underlying mortgages or other debt may be refinanced or paid off
               prior to their maturities during periods of declining interest
               rates. In that case, the portfolio managers may have to reinvest
               the proceeds from the securities at a lower rate. Potential
               market gains on a security subject to prepayment risk may be more
               limited than potential market gains on a comparable security that
               is not subject to prepayment risk.
 
               PASSIVE FOREIGN INVESTMENT COMPANIES (PFICs) are any foreign
               corporations which generate certain amounts of passive income or
 
                                                Glossary of investment terms  41
<PAGE> 
 
               hold certain amounts of assets for the production of passive
               income. Passive income includes dividends, interest, royalties,
               rents and annuities. To avoid taxes and interest that the Fund
               must pay if these investments are profitable, the Fund may make
               various elections permitted by the tax laws. These elections
               could require that the Fund recognize taxable income, which in
               turn must be distributed, before the securities are sold and
               before cash is received to pay the distributions.
 
               PREFERRED STOCKS are equity securities that generally pay
               dividends at a specified rate and have preference over common
               stock in the payment of dividends and liquidation. Preferred
               stock generally does not carry voting rights.
 
               REPURCHASE AGREEMENTS involve the purchase of a security by the
               Fund and a simultaneous agreement by the seller (generally a bank
               or dealer) to repurchase the security from the Fund at a
               specified date or upon demand. This technique offers a method of
               earning income on idle cash. These securities involve the risk
               that the seller will fail to repurchase the security, as agreed.
               In that case, the Fund will bear the risk of market value
               fluctuations until the security can be sold and may encounter
               delays and incur costs in liquidating the security.
 
               REVERSE REPURCHASE AGREEMENTS involve the sale of a security by
               the Fund to another party (generally a bank or dealer) in return
               for cash and an agreement by the Fund to buy the security back at
               a specified price and time. This technique will be used primarily
               to provide cash to satisfy unusually heavy redemption requests,
               or for other temporary or emergency purposes.
 
               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
 
 42 Janus Equity Income Fund
<PAGE> 
 
               include indirect obligations of the U.S. government that are
               issued by federal agencies and government sponsored entities.
               Unlike Treasury securities, agency securities generally are not
               backed by the full faith and credit of the U.S. government. Some
               agency securities are supported by the right of the issuer to
               borrow from the Treasury, others are supported by the
               discretionary authority of the U.S. government to purchase the
               agency's obligations and others are supported only by the credit
               of the sponsoring agency.
 
               WARRANTS are securities, typically issued with preferred stocks
               or bonds, that give the holder the right to buy a proportionate
               amount of common stock at a specified price, usually at a price
               that is higher than the market price at the time of issuance of
               the warrant. The right may last for a period of years or
               indefinitely.
 
               WHEN-ISSUED, DELAYED DELIVERY AND FORWARD TRANSACTIONS generally
               involve the purchase of a security with payment and delivery at
               some time in the future - i.e., beyond normal settlement. The
               Fund does not earn interest on such securities until settlement
               and bears the risk of market value fluctuations in between the
               purchase and settlement dates. New issues of stocks and bonds,
               private placements and U.S. government securities may be sold in
               this manner.
 
II. FUTURES, OPTIONS AND OTHER DERIVATIVES
 
               FORWARD CONTRACTS are contracts to purchase or sell a specified
               amount of a financial instrument for an agreed upon price at a
               specified time. Forward contracts are not currently exchange
               traded and are typically negotiated on an individual basis. The
               Fund may enter into forward currency contracts to hedge against
               declines in the value of securities denominated in, or whose
               value is tied to, a currency other than the U.S. dollar or to
               reduce the impact of currency appreciation on purchases of such
               securities. It may also enter into forward contracts to purchase
               or sell securities or other financial indices.
 
                                                Glossary of investment terms  43
<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 Fund may buy and sell
               futures contracts on foreign currencies, securities and financial
               indices including interest rates or an index of U.S. government,
               foreign government, equity or fixed-income securities. The Fund
               may also buy options on futures contracts. An option on a futures
               contract gives the buyer the right, but not the obligation, to
               buy or sell a futures contract at a specified price on or before
               a specified date. Futures contracts and options on futures are
               standardized and traded on designated exchanges.
 
               INDEXED/STRUCTURED SECURITIES are typically short- to
               intermediate-term debt securities whose value at maturity or
               interest rate is linked to currencies, interest rates, equity
               securities, indices, commodity prices or other financial
               indicators. Such securities may be positively or negatively
               indexed (i.e., their value may increase or decrease if the
               reference index or instrument appreciates). Indexed/structured
               securities may have return characteristics similar to direct
               investments in the underlying instrument and may be more volatile
               than the underlying instrument. The Fund bears the market risk of
               an investment in the underlying instrument, as well as the credit
               risk of the issuer.
 
               OPTIONS are the right, but not the obligation, to buy or sell a
               specified amount of securities or other assets on or before a
               fixed date at a predetermined price. The Fund may purchase and
               write put and call options on securities, securities indices and
               foreign currencies.
 
 44 Janus Equity Income Fund
<PAGE> 
 
                       This page intentionally left blank
<PAGE> 
 
[JANUS LOGO]
          1-800-525-3713
          P.O. Box 173375
          Denver, Colorado 80217-3375
          janus.com
 
You can request other information, including a Statement of
Additional Information, Annual Report or Semiannual Report, free of
charge, by contacting Janus at 1-800-525-3713 or visiting our Web
site at janus.com. In the Fund's Annual Report, you will find a
discussion of the market conditions and investment strategies that
significantly affected the Fund's performance during their last
fiscal year. Other information is also available from financial
intermediaries that sell shares of the Fund.
 
The Statement of Additional Information provides detailed
information about the Fund and is incorporated into this Prospectus
by reference. You may review the Fund's Statement of Additional
Information at the Public Reference Room of the SEC or get text only
copies for a fee, by writing to or calling the Public Reference
Room, Washington, D.C. 20549-6009 (1-800-SEC-0330). You may obtain
the Statement of Additional Information for free from the SEC's Web
site at http://www.sec.gov.
 
              Investment Company Act File No. 811-1879
 
  3186
<PAGE> 
                                                     [JANUS LOGO]
 
                         Janus High-Yield Fund
 
                                       PROSPECTUS
                                       FEBRUARY 17, 1999
 
                         THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED
                         OR DISAPPROVED OF THESE SECURITIES OR PASSED ON THE
                         ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
                         REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE> 
 
    [JANUS LOGO]
<PAGE> 
 
                                                               Table of contents
 
<TABLE>
                <S>                                               <C>
                RISK/RETURN SUMMARY
                   Janus High-Yield Fund........................    2
                   Fees and expenses............................    5
                INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT
                STRATEGIES AND RISKS
                   Investment objectives and principal
                   investment strategies........................    6
                   General portfolio policies...................    8
                   Risks........................................   11
                SHAREHOLDER'S MANUAL
                   Minimum investments..........................   17
                   Types of account ownership...................   17
                   How to open your Janus account...............   19
                   How to purchase shares.......................   20
                   How to exchange shares.......................   22
                   How to redeem shares.........................   24
                   Shareholder services and account policies....   28
                MANAGEMENT OF THE FUND
                   Investment adviser...........................   33
                   Portfolio manager............................   34
                OTHER INFORMATION...............................   35
                DISTRIBUTIONS AND TAXES
                   Distributions................................   36
                   Taxes........................................   38
                FINANCIAL HIGHLIGHTS............................   40
                GLOSSARY
                   Glossary of investment terms.................   41
                RATING CATEGORIES
                   Explanation of rating categories.............   48
 
</TABLE>
 
                                                            Table of contents  1
<PAGE> 
Risk return summary
 
JANUS HIGH-YIELD FUND
 
1. WHAT ARE THE INVESTMENT OBJECTIVES OF JANUS HIGH-YIELD FUND?
 
               The Fund seeks to obtain high current income. Capital
               appreciation is a secondary objective when consistent with its
               primary objective.
 
               The Fund's Trustees may change these objectives without a
               shareholder vote and the Fund will notify you of any changes that
               are material. If there is a material change in the Fund's
               objectives or policies, you should consider whether the Fund
               remains an appropriate investment for you. There is no guarantee
               that the Fund will meet its objectives.
 
2. WHAT ARE THE MAIN INVESTMENT STRATEGIES OF JANUS HIGH-YIELD FUND?
 
               The Fund normally invests at least 65% of its assets in high-
               yield/high-risk fixed-income securities, and may at times invest
               all of its assets in these securities.
 
               In addition to considering economic factors such as the effect of
               interest rates on the Fund's investments, the portfolio manager
               applies a "bottom up" approach in choosing investments. In other
               words, he looks mostly for income-producing securities that meet
               his investment criteria one at a time. If the portfolio manager
               is unable to find such investments, the Fund's assets may be in
               cash or similar investments.
 
3. WHAT ARE THE MAIN RISKS OF INVESTING IN JANUS HIGH-YIELD FUND?
 
               Although the Fund may be less volatile than funds that invest
               most of their assets in common stocks, the Fund's returns and
               yields will vary, and you could lose money.
 
               The Fund invests in a variety of fixed-income securities. A
               fundamental risk is that the value of these securities will fall
               if interest rates rise. Generally, the value of a fixed-income
               portfolio will decrease when interest rates rise, which means the
               Fund's net asset value (NAV) will likewise decrease. Another
               fundamental risk associated with fixed-income funds is credit
               risk, which is the risk that an issuer will be unable to make
               principal and interest payments when due.
 
 2 Janus High-Yield Fund
<PAGE> 
 
               The Fund may invest an unlimited amount of its assets in high-
               yield/high-risk securities, also known as "junk" bonds. Junk
               bonds may be sensitive to economic changes, political changes, or
               adverse developments specific to the company that issued the
               bond. These securities generally have a greater credit risk than
               other types of fixed-income securities. Because of these factors,
               the performance and NAV of the Fund may vary significantly,
               depending upon its holdings in junk bonds.
 
               An investment in the Fund is not a bank deposit and is not
               insured or guaranteed by the Federal Deposit Insurance
               Corporation or any other government agency.
 
                                                          Risk return summary  3
<PAGE> 
 
               The following information illustrates how the Fund's performance
               has varied over time. The bar chart depicts the change in the
               Fund's performance from year-to-year during the periods
               indicated. The table compares the Fund's average annual returns
               for the periods indicated to a broad-based securities market
               index.
 
               JANUS HIGH-YIELD FUND

A BAR CHART showing Annual Total Returns for Janus High-Yield Fund from 1996
through 1998:
 
               Annual returns for periods ended 12/31

                          23.99%      15.47%       0.97%
                           1996        1997        1998

Each percentage is represented by a bar of proportionate size with the actual
total return printed above the bar.

               Best Quarter: 1st-1996 7.34%; Worst Quarter: 3rd-1998 (5.76%)
 

                          Average annual total return for periods ended 12/31/98
                          ------------------------------------------------------

<TABLE>
<CAPTION>
 
                                                                           Since Inception
                                                                 1 year      (12/29/95)
                <S>                                              <C>       <C>
                Janus High-Yield Fund                             0.97%        13.07%
                Lehman Brothers High-Yield Bond Index*            1.60%         8.46%
                                                             ------------------------
</TABLE>
 
               * Lehman Brothers High-Yield Bond Index is composed of
                 fixed-rate, publicly issued, noninvestment grade debt.
 
               The Fund's past performance does not necessarily indicate how it
               will perform in the future.
 
 4 Janus High-Yield Fund
<PAGE> 
 
FEES AND EXPENSES
 
               SHAREHOLDER FEES, such as sales loads, redemption fees or
               exchange fees, are charged directly to an investor's account. All
               Janus funds are no-load investments, so you will not pay any
               shareholder fees when you buy or sell shares of the Fund.
 
               ANNUAL FUND OPERATING EXPENSES are paid out of the Fund's assets
               and include fees for portfolio management, maintenance of
               shareholder accounts, shareholder servicing, accounting and other
               services. You do not pay these fees directly but, as the example
               below shows, these costs are borne indirectly by all
               shareholders.
 
               This table describes the fees and expenses that you may pay if
               you buy and hold shares of the Fund. It is based upon gross
               expenses (without the effect of expense offset arrangements) for
               the fiscal year ended October 31, 1998.
 
<TABLE>
<CAPTION>
                                                               Janus High-Yield Fund
   <S>                                                       <C>                   
   Management Fee                                                 0.73%
   Other Expenses                                                 0.26%
   Total Annual Fund Operating Expenses                           0.99%
</TABLE>
 
- --------------------------------------------------------------------------------
 
  EXAMPLE
 
  This example is intended to help you compare the cost of investing in the
  Fund with the cost of investing in other mutual funds. The example
  assumes that you invest $10,000 in the Fund for the time periods
  indicated then redeem all of your shares at the end of those periods. The
  example also assumes that your investment has a 5% return each year and
  that the Fund's operating expenses remain the same. Although your actual
  costs may be higher or lower, based on these assumptions your costs would
  be:
 
<TABLE>
<CAPTION>
                                               1 Year     3 Years    5 Years    10 Years
   <S>                                         <C>        <C>        <C>        <C>
                                               -----------------------------------------
   Janus High-Yield Fund                        $101       $315       $547       $1,213
</TABLE>
 
                                                          Risk return summary  5
<PAGE> 
Investment objectives, principal
           investment strategies
           and risks
 
               This section takes a closer look at the investment objectives of
               the Fund, its principal investment strategies and certain risks
               of investing in the Fund. Strategies and policies that are noted
               as "fundamental" cannot be changed without a shareholder vote.
 
               Please carefully review the "Risks" section of this Prospectus on
               pages 11-13 for a discussion of risks associated with certain
               investment techniques. We've also included a Glossary with
               descriptions of investment terms used throughout this Prospectus.
 
INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT STRATEGIES
 
               Janus High-Yield Fund seeks to obtain high current income.
               Capital appreciation is a secondary objective when consistent
               with its primary objective. It pursues its objectives by normally
               investing 65% of its assets in high-yield/high-risk fixed-income
               securities, and may at times invest all of its assets in these
               securities.
 
               In addition to considering economic factors such as the effect of
               interest rates on the Fund's investments, the portfolio manager
               applies a "bottom up" approach in choosing investments. In other
               words, he looks mostly for income-producing securities that meet
               his investment criteria one at a time. If the portfolio manager
               is unable to find such investments, much of the Fund's assets may
               be in cash or similar investments.
 
The following questions and answers are designed to help you better understand
the Fund's principal investment strategies.
 
1. HOW DO INTEREST RATES AFFECT THE VALUE OF MY INVESTMENT?
 
               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. High-yield bond prices are generally less
               directly responsive to interest rate changes than investment
               grade issues and may not always follow this pattern. A bond
               fund's average-weighted
 
 6 Janus High-Yield Fund
<PAGE> 
 
               effective maturity and its duration are measures of how the fund
               may react to interest rate changes.
 
2. HOW DOES THE FUND MANAGE INTEREST RATE RISK?
 
               The 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. The Fund's average-weighted
               effective maturity will tend to be shorter when the portfolio
               manager expects interest rates to rise and longer when its
               portfolio manager expects interest rates to fall. The Fund may
               also use futures, options and other derivatives to manage
               interest rate risks.
 
3. WHAT IS MEANT BY THE 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. Some
               types of bonds may also have an "effective maturity" that is
               shorter than the stated date due to prepayment or call
               provisions. 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 the Fund with
               each effective maturity "weighted" according to the percentage of
               net assets that it represents.
 
4. WHAT IS MEANT BY THE 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, the Fund's duration is
               usually shorter than its average maturity.
 
5. WHAT IS A HIGH-YIELD/HIGH-RISK SECURITY?
 
               A high-yield/high-risk security (also called a "junk" bond) is a
               debt security rated below investment grade by major rating
 
             Investment objectives, principal investment strategies and risks  7
<PAGE> 
 
               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.
 
GENERAL PORTFOLIO POLICIES
 
               In investing its portfolio assets, the Fund will follow the
               general policies listed below. The percentage limitations
               included in these policies and elsewhere in this Prospectus apply
               only at the time of purchase of the security. So, for example, if
               the Fund exceeds a limit as a result of market fluctuations or
               the sale of securities, it will not be required to dispose of any
               securities.
 
               CASH POSITION
               When the Fund's portfolio manager believes that market conditions
               are unfavorable for profitable investing, or when he is otherwise
               unable to locate attractive investment opportunities, the Fund's
               cash or similar investments may increase. In other words, the
               Fund does not always stay fully invested in bonds. Cash or
               similar investments generally are a residual - they represent the
               assets that remain after the portfolio manager has committed
               available assets to desirable investment opportunities. However,
               the portfolio manager may also temporarily increase the Fund's
               cash position to protect its assets or maintain liquidity. When
               the Fund's investments in cash or similar investments increase,
               it may not participate in market advances or declines to the same
               extent that it would if the Fund remained more fully invested in
               bonds.
 
               OTHER TYPES OF INVESTMENTS
               The Fund invests primarily in fixed-income securities, which may
               include corporate bonds and notes, government securities,
               preferred stock, high-yield/high-risk fixed-income securities and
               municipal obligations. The Fund may also invest to a lesser
               degree
 
 8 Janus High-Yield Fund
<PAGE> 
 
               in other types of securities. These securities (which are
               described in the Glossary) may include:
 
               - common stocks
 
               - mortgage- and asset-backed securities (without limit)
 
               - zero coupon, pay-in-kind and step coupon securities (without
                 limit)
 
               - options, futures, forwards and other types of derivatives for
                 hedging purposes or for non-hedging purposes such as seeking to
                 enhance return
 
               - securities purchased on a when-issued, delayed delivery or
                 forward commitment basis
 
               ILLIQUID INVESTMENTS
               The Fund may invest up to 15% of its net assets in illiquid
               investments. An illiquid investment is a security or other
               position that cannot be disposed of quickly in the normal course
               of business. For example, some securities are not registered
               under the U.S. securities laws and cannot be sold to the U.S.
               public because of SEC regulations (these are known as "restricted
               securities"). Under procedures adopted by the Fund's Trustees,
               certain restricted securities may be deemed liquid, and will not
               be counted toward this 15% limit.
 
               FOREIGN SECURITIES
               The Fund may invest without limit in foreign equity and debt
               securities. The Fund may invest directly in foreign securities
               denominated in a foreign currency and not publicly traded in the
               United States. Other ways of investing in foreign securities
               include depositary receipts or shares, and passive foreign
               investment companies.
 
               SPECIAL SITUATIONS
               The Fund may invest in special situations. A special situation
               arises when, in the opinion of the Fund's portfolio manager, the
               securities of a particular issuer will be recognized and
               appreciate
 
             Investment objectives, principal investment strategies and risks  9
<PAGE> 
 
               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. The Fund's performance could suffer if the
               anticipated development in a "special situation" investment does
               not occur or does not attract the expected attention.
 
               PORTFOLIO TURNOVER
               The Fund generally intends to purchase securities for long-term
               investment although, to a limited extent, the Fund may purchase
               securities in anticipation of relatively short-term price gains.
               Short-term transactions may also result from liquidity needs,
               securities having reached a price or yield objective, changes in
               interest rates or the credit standing of an issuer, or by reason
               of economic or other developments not foreseen at the time of the
               investment decision. The Fund may also sell one security and
               simultaneously purchase the same or a comparable security to take
               advantage of short-term differentials in bond yields or
               securities prices. Changes are made in the Fund's portfolio
               whenever its portfolio manager believes such changes are
               desirable. Portfolio turnover rates are generally not a factor in
               making buy and sell decisions.
 
               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. Higher costs
               associated with increased portfolio turnover may offset gains in
               the Fund's performance.
 
 10 Janus High-Yield Fund
<PAGE> 
 
RISKS
 
               Because the Fund invests substantially all of its assets in
               fixed-income securities, it is subject to risks such as credit or
               default risks, and decreased value due to interest rate
               increases. The Fund's performance may also be affected by risks
               to certain types of investments, such as foreign securities and
               derivative instruments.
 
The following questions and answers are designed to help you better understand
some of the risks of investing in the Fund.
 
1. WHAT IS MEANT BY "CREDIT QUALITY" AND WHAT ARE THE RISKS ASSOCIATED WITH IT?
 
               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.
 
2. 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 "Explanation
               of Rating Categories" on page 48 for a description of rating
               categories.
 
3. ARE THERE SPECIAL RISKS ASSOCIATED WITH INVESTMENTS IN HIGH-YIELD/HIGH-RISK
   SECURITIES?
 
   High-yield/high-risk securities (or "junk" bonds) are securities rated below
   investment grade by the primary rating agencies
 
            Investment objectives, principal investment strategies and risks  11
<PAGE> 
 
   such as Standard & Poor's and Moody's. The value of lower quality securities
   generally is more dependent on credit risk, or the ability of the issuer to
   meet interest and principal payments, than investment grade debt securities.
   Issuers of high-yield securities may not be as strong financially as those
   issuing bonds with higher credit ratings and are more vulnerable to real or
   perceived economic changes, political changes or adverse developments
   specific to the issuer.
 
   The junk bond market can experience sudden and sharp price swings. Because
   the Fund may invest a significant portion of its portfolio in
   high-yield/high-risk securities, investors should be willing to tolerate a
   corresponding increase in the risk of significant and sudden changes in NAV.
   Please refer to the "Explanation of Rating Categories" on page 48 for a
   description of rating categories.
 
4. HOW DOES THE FUND TRY TO REDUCE RISK?
 
               The Fund may use futures, options and other derivative
               instruments to "hedge" or protect its portfolio from adverse
               movements in securities prices and interest rates. The Fund may
               also use a variety of currency hedging techniques, including
               forward currency contracts, to manage exchange rate risk. The
               Fund believes the use of these instruments will benefit the Fund.
               However, the Fund's performance could be worse than if the Fund
               had not used such instruments if the portfolio manager's
               judgement proves incorrect. Risks associated with the use of
               derivative instruments are described in the SAI.
 
5. I'VE HEARD A LOT ABOUT HOW THE CHANGE TO THE YEAR 2000 COULD AFFECT COMPUTER
   SYSTEMS. DOES THIS CREATE ANY SPECIAL RISKS?
 
               The portfolio manager carefully researches each potential
               investment before making an investment decision and, among other
               things, considers Year 2000 readiness when selecting portfolio
               holdings. However, there is no guarantee that the information the
               portfolio manager receives regarding a company's Year 2000
               readiness is completely accurate. If a company has not
               satisfacto-
 
 12 Janus High-Yield Fund
<PAGE> 
 
               rily addressed Year 2000 issues, the Fund's performance could
               suffer.
 
6. HOW COULD THE FUND'S INVESTMENTS IN FOREIGN SECURITIES AFFECT ITS
   PERFORMANCE?
 
               The Fund may invest without limit in foreign securities either
               indirectly (e.g., depositary receipts) or directly in foreign
               markets. Investments in foreign securities, including those of
               foreign governments, may involve greater risks than investing in
               domestic securities because the Fund's performance may depend on
               issues other than the performance of a particular company. These
               issues include:
 
               - currency risk
 
               - political and economic risk
 
               - regulatory risk
 
               - market risk
 
               - transaction costs
 
               These risks are described in the SAI.
 
            Investment objectives, principal investment strategies and risks  13
<PAGE> 
 
Janus High-Yield Fund
<PAGE> 
 
                   Shareholder's
                   Manual
 
                   This section will help you become
                   familiar with the different types
                   of accounts you can establish with
                   Janus. It also explains in detail
                   the wide array of services and
                   features you can establish on your
                   account, as well as account
                   policies and fees that may apply
                   to your account. Account policies
                   (including fees), services and
                   features may be modified or
                   discontinued without shareholder
                   approval or prior notice.
 
                                                    [JANUS LOGO]
<PAGE> 
 
HOW TO GET IN TOUCH WITH JANUS
 
               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: Monday-Friday 7:00 a.m. to 6:00 p.m.
               Mountain time and Saturday 9:00 a.m. to 1:00 p.m. Mountain time.
 
               100 Fillmore Street, Suite 100
               Denver, CO 80206
 
               3773 Cherry Creek North Drive, Suite 101
               Denver, CO 80209
 
 QUICK ADDRESS AND TELEPHONE REFERENCE
- --------------------------------------------------------------------------------
 
<TABLE>
  <S>                                           <C>
  MAILING ADDRESS                               JANUS XPRESSLINE(TM)
  Janus                                         1-888-979-7737
  P.O. Box 173375                               For 24-hour access to account
  Denver, CO 80217-3375                         and fund information,
                                                exchanges, purchases and
  FOR OVERNIGHT CARRIER                         redemptions, automated daily
  Janus                                         quotes on fund share prices,
  Suite 101                                     yields and total returns.
  3773 Cherry Creek North Drive
  Denver, CO 80209-3811                         TDD
                                                1-800-525-0056
  INVESTOR SERVICE REPRESENTATIVES              A telecommunications device
  If you have any questions while reading       for our hearing- and
  this Prospectus, please call one of our       speech-impaired shareholders.
  Investor Service Representatives at
  1-800-525-3713 Monday-Friday: 8:00            JANUS LITERATURE LINE
  a.m.-8:00 p.m., and Saturday: 10:00           1-800-525-8983
  a.m.-4:00 p.m., New York time.                To request a prospectus,
  JANUS INTERNET ADDRESS                        shareholder reports or
  janus.com                                     marketing materials 24 hours a
                                                day.
</TABLE>
 
 16 Janus High-Yield Fund
<PAGE> 
 
MINIMUM INVESTMENTS*
- ---------------------------------------------
 
<TABLE>
<S>                                 <C>
To open a new regular account.....   $2,500

To open a new retirement,
education or UGMA/UTMA account....   $  500

To open a new regular account with
an Automatic Investment Program...   $  500**

To add to any type of an
account...........................   $  100+
</TABLE>
 
 * The Fund reserves the right to
   change the amount of these
   minimums from time to time or
   to waive them in whole or in
   part for certain types of
   accounts.
** An Automatic Investment Program
   requires a $100 minimum
   automatic investment per month
   until the account balance
   reaches $2,500.
 + The minimum subsequent
   investment for IRA UGMA/UTMA
   accounts is $50.
 
TYPES OF ACCOUNT OWNERSHIP
 
               If you are investing in the Fund for the first time, you will
               need to establish an account. You can establish the following
               types of accounts by completing a New Account Application. To
               request an application, call 1-800-525-3713 or visit our Website
               at janus.com to download a prospectus.
 
               INDIVIDUAL OR JOINT OWNERSHIP
               Individual accounts are owned by one person. Joint accounts have
               two or more owners.
 
               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.
 
               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.
 
                                                        Shareholder's manual  17
<PAGE> 
 
               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.
 
TAX-DEFERRED ACCOUNTS
 
               If you are eligible, you may set up one or more tax-deferred
               accounts. A tax-deferred account allows you to shelter your
               investment income and capital gains from current income taxes. A
               contribution to certain of these plans may also be tax
               deductible. Tax-deferred accounts include retirement plans
               described below and the Education IRA. Distributions from these
               plans are generally subject to income tax and may be subject to
               an additional tax if withdrawn prior to age 59 1/2 or used for a
               nonqualifying purpose. Investors should consult their tax adviser
               or legal counsel before selecting a tax-deferred account.
 
               Investors Fiduciary Trust Company serves as custodian for the
               tax-deferred accounts offered by the Fund. You will be charged an
               annual account maintenance fee of $12 for each taxpayer
               identification number no matter how many tax-deferred accounts
               you have with Janus. You may pay the fee by check or have it
               automatically deducted from your account (usually in December).
               The custodian reserves the right to change the amount of this fee
               or to waive it in whole or in part for certain types of accounts.
 
               The following plans require a special application. For an
               application and more details about our Retirement Plans, call
               1-800-525-3713.
 
               TRADITIONAL AND ROTH INDIVIDUAL RETIREMENT ACCOUNTS
               Both types of IRAs allow most individuals 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 more complete information regarding the
               different types of IRAs.
 
 18 Janus High-Yield Fund
<PAGE> 
 
               EDUCATION IRA
               This plan allows individuals, subject to certain income
               limitations, to contribute up to $500 annually on behalf of any
               child under the age of 18. Please refer to the Janus IRA booklet
               for more complete information regarding the Education IRA.
 
               SIMPLIFIED EMPLOYEE PENSION PLAN
               This plan allows small business owners (including sole
               proprietors) to make tax-deductible contributions for themselves
               and any eligible employee(s). A SEP requires an IRA (a SEP-IRA)
               to be set up for each SEP participant.
 
               PROFIT SHARING OR MONEY PURCHASE PENSION PLAN
               These plans are open to corporations, partnerships and sole
               proprietors to benefit their employees and themselves.
 
               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.
 
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 and make your check payable to Janus. The Fund is
               available only to U.S. citizens or residents, and your
               application will be returned to you if you do not meet these
               criteria. Send all items to one of addresses listed in the "Quick
               Address and Telephone Reference" on page 16.
 
                                                        Shareholder's manual  19
<PAGE> 
 
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:
 
               - Cash, credit cards, third party checks and credit card checks
                 will not be accepted.
 
               - All purchases must be made in U.S. dollars.
 
               - Checks must be drawn on a U.S. bank and made payable to Janus.
 
               - If a check does not clear your bank, the Fund reserves the
                 right to cancel the purchase.
 
               - If the Fund is unable to debit your predesignated bank account
                 on the day of purchase, it may make additional attempts or
                 cancel the purchase.
 
               - The Fund reserves the right to reject any specific purchase
                 request.
 
               If your purchase is cancelled you will be responsible for any
               losses or fees imposed by your bank and losses that may be
               incurred as a result of any decline in the value of the cancelled
               purchase. The Fund (or its agents) has the authority to redeem
               shares in your account(s) to cover any such losses due to
               fluctuations in share price. Any profit on such cancellation will
               accrue to the Fund.
 
               ONCE YOU HAVE OPENED YOUR JANUS ACCOUNT, THE MINIMUM AMOUNT FOR
               AN ADDITIONAL INVESTMENT IS $100 ($50 FOR IRAs OR UGMA/UTMA
               ACCOUNTS). 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
 
 20 Janus High-Yield Fund
<PAGE> 
 
               rollover or a current or prior year contribution. Send your check
               made payable to Janus 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. To purchase
               shares by telephone, call an Investor Service Representative at
               1-800-525-3713 during normal business hours or call the Janus
               XpressLine, 1-888-979-7737, for access to this option 24 hours a
               day. 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.
 
               BY INTERNET
 
               You must pre-establish the "Telephone Purchase of Shares Option"
               to make a purchase on our Web site at janus.com. If you have
               questions, please call 1-800-975-9932 to speak to a Janus
               representative.
 
               AUTOMATIC INVESTMENT PROGRAMS
 
               Janus offers several automatic investment programs to help you
               achieve your financial goals as simply and conveniently as
 
                                                        Shareholder's manual  21
<PAGE> 
 
               possible. You may open a new account with a $500 initial purchase
               and $100 automatic subsequent investments.
 
               AUTOMATIC MONTHLY INVESTMENT PROGRAM
               You select the day each month that your money ($100 minimum) will
               be electronically transferred from your bank account to your Fund
               account. To establish this option, complete the "Automatic
               Monthly Investment Program" section on the application and attach
               a "voided" check from your bank account. If your Fund account is
               already established, call 1-800-525-3713 to request the
               appropriate form.
 
               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.
 
               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 26.
 
               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
 
 22 Janus High-Yield Fund
<PAGE> 
 
               or call the Janus XpressLine, 1-888-979-7737, for access to this
               option 24 hours a day.
 
               BY SYSTEMATIC EXCHANGE
 
               As noted above, you may establish a Systematic Exchange for as
               little as $100 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.
 
               BY INTERNET
 
               Exchanges may also be made on our Web site at janus.com.
 
               EXCHANGE POLICIES
 
               - 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.
 
               - Exchanges between existing accounts must meet the $100
                 subsequent investment requirement.
 
               - You may make four exchanges out of the Fund during a calendar
                 year (exclusive of Systematic Exchanges). Exchanges in excess
                 of this limit may be subject to an exchange fee or may result
                 in termination of the exchange privilege.
 
               - The Fund reserves the right to reject any exchange request and
                 to modify or terminate the exchange privilege at any time. For
                 example, the Fund may reject exchanges from accounts engaged in
                 or known to engage in trading in excess of the limit above
                 (including market timing transactions).
 
               - Exchanges between accounts will be accepted only if the
                 registrations are identical.
 
                                                        Shareholder's manual  23
<PAGE> 
 
               - If the shares you are exchanging are held in certificate form,
                 you must return the certificate to the Fund prior to making any
                 exchanges.
 
               - Be sure to read the prospectus for the fund into which you are
                 exchanging.
 
               - 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.
 
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. The
               redemption may be suspended for 10 days following an address
               change unless a signature guarantee is provided.
 
               IN WRITING
 
               To request a redemption in writing, please follow the
               instructions for written requests noted on page 26.
 
               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 request redemptions daily
               from your account by calling 1-800-525-3713 by the close of the
               regular trading session of the New York Stock Exchange ("NYSE")
               normally 4:00 p.m. New York time. You may also use Janus
               XpressLine, 1-888-979-7737, for access to this option 24 hours a
               day. (There is a daily limit of $100,000 per account for
               redemptions payable by check.)
 
 24 Janus High-Yield Fund
<PAGE> 
 
               BY INTERNET
 
               Redemptions may also be made on our Web site at janus.com.
 
               SYSTEMATIC REDEMPTION OPTION
 
               The Systematic Redemption Option allows you to redeem a specific
               dollar amount from your Fund account on a regular basis. For more
               information or to request the appropriate form, please call
               1-800-525-3713.
 
PAYMENT OF REDEMPTION PROCEEDS
 
               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.
 
               BY ELECTRONIC TRANSFER
               If you have established the electronic redemption option, your
               redemption proceeds can be electronically transferred to your
               predesignated bank account on the next bank business day after
               receipt of your redemption request (wire transfer) or the second
               bank business day after receipt of your redemption request (ACH
               transfer). Wire transfers will be charged an $8 fee per wire and
               your bank may charge an additional fee to receive the wire. ACH
               transfers are made free of charge. Wire redemptions are not
               available for retirement accounts.
 
               If you would like to establish the electronic redemption option
               on an existing account, please call 1-800-525-3713 to request the
               appropriate form.
 
               IF THE SHARES BEING REDEEMED WERE PURCHASED BY CHECK, TELEPHONE,
               ON OUR WEB SITE, OR THROUGH THE AUTOMATIC MONTHLY INVESTMENT
               PROGRAM, THE FUND MAY DELAY THE PAYMENT OF YOUR REDEMPTION
               PROCEEDS FOR UP TO 15 DAYS FROM THE DAY OF PURCHASE TO ALLOW THE
               PURCHASE TO CLEAR. Unless you provide alternate instructions,
               your proceeds will be invested in Janus
 
                                                        Shareholder's manual  25
<PAGE> 
 
               Money Market Fund - Investor Shares during the 15 day hold
               period.
 
WRITTEN INSTRUCTIONS
 
               To redeem all or part of your shares in writing, your request
               should be sent to one of the addresses listed on page 16 and must
               include the following information:
 
               - the name of the Fund
 
               - the account number
 
               - the amount of money or number of shares being redeemed or
                 exchanged
 
               - the name(s) on the account registration
 
               - the signature(s) of all registered account owners
 
               - your daytime telephone number
 
               SIGNATURE REQUIREMENTS BASED ON ACCOUNT TYPE
 
               INDIVIDUAL, JOINT TENANTS, TENANTS IN COMMON
               Written instructions must be signed by each shareholder, exactly
               as the names appear in the account registration.
 
               UGMA OR UTMA
               Written instructions must be signed by the custodian in his/her
               capacity as it appears in the account registration.
 
               SOLE PROPRIETOR, GENERAL PARTNER
               Written instructions must be signed by an authorized individual
               in his/her capacity as it appears on the account registration.
 
               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.
 
 26 Janus High-Yield Fund
<PAGE> 
 
               TRUST
               Written instructions must be signed by the trustee(s). If the
               name(s) of the current trustee(s) does not appear in the account
               registration, a certificate of incumbency dated within 60 days
               must also be submitted.
 
               IRA
               Written instructions must be signed by the account owner. If you
               do not want federal income tax withheld from your redemption, you
               must state that you elect not to have such withholding apply. In
               addition, your instructions must state whether the distribution
               is normal (after age 59 1/2) or premature (before age 59 1/2)
               and, if premature, whether any exceptions such as death or
               disability apply with regard to the 10% additional tax on early
               distributions.
 
SIGNATURE GUARANTEE
 
               In addition to the signature requirements, A SIGNATURE GUARANTEE
               IS ALSO REQUIRED if any of the following is applicable:
 
               - You request a redemption by check that exceeds $100,000.
 
               - You would like the check made payable to anyone other than the
                 shareholder(s) of record.
 
               - You would like the check mailed to an address which has been
                 changed within 10 days of the redemption request.
 
               - You would like the check mailed to an address other than the
                 address of record.
 
               THE FUND RESERVES THE RIGHT TO REQUIRE A SIGNATURE GUARANTEE
               UNDER OTHER CIRCUMSTANCES OR TO REJECT OR DELAY A REDEMPTION ON
               CERTAIN LEGAL GROUNDS. FOR MORE INFORMATION PERTAINING TO
               SIGNATURE GUARANTEES, PLEASE CALL 1-800-525-3713.
 
               HOW TO OBTAIN A SIGNATURE GUARANTEE
 
               A signature guarantee assures that a signature is genuine. The
               signature guarantee protects shareholders from unauthorized
               account transfers. The following financial institutions may
               guaran-
 
                                                        Shareholder's manual  27
<PAGE> 
 
               tee signatures: banks, savings and loan associations, trust
               companies, credit unions, broker-dealers, and member firms of a
               national securities exchange. Call your financial institution to
               see if they have the ability to guarantee a signature. A
               signature guarantee cannot be provided by a notary public.
 
               If you live outside the United States, a foreign bank properly
               authorized to do business in your country of residence or a U.S.
               consulate may be able to authenticate your signature.
 
PRICING OF FUND SHARES
 
               All purchases, redemptions and exchanges will be processed at the
               NAV next calculated after your request is received and accepted
               by the Fund (or the Fund's agent or authorized designee). The
               Fund's NAV is calculated at the close of the regular trading
               session of the NYSE (normally 4:00 p.m. New York time) each day
               that the NYSE is open. The NAV of Fund shares is not determined
               on days the NYSE is closed (generally, New Year's Day, Martin
               Luther King Day, Presidents' Day, Good Friday, Memorial Day,
               Independence Day, Labor Day, Thanksgiving and Christmas). In
               order to receive a day's price, your order must be received by
               the close of the regular trading session of the NYSE. Securities
               are valued at market value or, if a market quotation is not
               readily available, at their fair value determined in good faith
               under procedures established by and under the supervision of the
               Trustees. Short-term instruments maturing within 60 days are
               valued at amortized cost, which approximates market value. See
               the SAI for more detailed information.
 
SHAREHOLDER SERVICES AND ACCOUNT POLICIES
 
               JANUS XPRESSLINE(TM)
 
               Janus XpressLine, our electronic telephone service, offers you
               24-hour access by TouchTone(TM) telephone to obtain information
               on account balances, Fund performance or dividends. You can also
               make exchanges, purchases and redemptions in existing accounts,
               request literature about any Janus fund, or order duplicate
 
 28 Janus High-Yield Fund
<PAGE> 
 
               statements. Janus XpressLine is accessed by calling
               1-888-979-7737. Calls are limited to five minutes.
 
               JANUS WEB SITE
 
               Janus maintains a Web site located at janus.com. You can
               purchase, exchange and redeem shares and access information such
               as your account balance and the Fund's NAV through the Web site.
               In order to engage in transactions on our Web site, you must
               authorize us to transmit account information online and accept
               online instructions (see janus.com and follow the procedures
               accordingly). You may also need to have bank account information,
               wire instructions or other options established on your account.
               The Fund and its agents will not be responsible for any losses
               resulting from unauthorized transactions on our Web site when
               procedures designed for engaging in such transactions are
               followed. If you have questions, please call 1-800-975-9932 to
               speak to a Janus representative.
 
               ACCOUNT MINIMUMS
 
               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, for purposes of this policy,
               accounts will be valued in September, and 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.
 
                                                        Shareholder's manual  29
<PAGE> 
 
               TRANSACTIONS THROUGH PROCESSING ORGANIZATIONS
 
               You may purchase or sell Fund shares through a broker-dealer,
               bank or other financial institution, or an organization that
               provides recordkeeping and consulting services to 401(k) plans or
               other employee benefit plans (a "Processing Organization").
               Processing Organizations may charge you a fee for this service
               and may require different minimum initial and subsequent
               investments than the Fund. Processing Organizations may also
               impose other charges or restrictions different from those
               applicable to shareholders who invest in the Fund directly. A
               Processing Organization, rather than its customer, may be the
               shareholder of record of your shares. The Fund is not responsible
               for the failure of any Processing Organization to carry out its
               obligations to its customers. Certain Processing Organizations
               may receive compensation from Janus Capital or its affiliates and
               certain Processing Organizations may receive compensation from
               the Fund for shareholder recordkeeping and similar services.
 
               TAXPAYER IDENTIFICATION NUMBER
 
               On your application or other appropriate form, you will be asked
               to certify that your Social Security or taxpayer identification
               number is correct and that you are not subject to backup
               withholding for failing to report income to the IRS. If you are
               subject to the 31% backup withholding or you did not certify your
               taxpayer identification number, the IRS requires the Fund to
               withhold 31% of any dividends paid and redemption or exchange
               proceeds. In addition to the 31% backup withholding, you may be
               subject to a $50 fee to reimburse the Fund for any penalty that
               the IRS may impose.
 
               SHARE CERTIFICATES
 
               Most shareholders choose not to hold their shares in certificate
               form because account transactions such as exchanges and
               redemptions cannot be completed until the certificate has been
               returned to the Fund. The Fund will issue share certificates upon
               written request only and reserves the right to charge a fee for
               this service.
 
 30 Janus High-Yield Fund
<PAGE> 
 
               Share certificates will not be issued until the shares have been
               held for at least 15 days and will not be issued for accounts
               that do not meet the minimum investment requirements. Share
               certificates cannot be issued for retirement accounts. In
               addition, if the certificate is lost, there may be a replacement
               charge.
 
               INVOLUNTARY REDEMPTIONS
 
               The Fund reserves the right to close an account if the
               shareholder is deemed to engage in activities which are illegal
               or otherwise believed to be detrimental to the Fund.
 
               TELEPHONE TRANSACTIONS
 
               You may initiate many transactions by telephone. The Fund and its
               agents will not be responsible for any losses resulting from
               unauthorized transactions when procedures designed to verify the
               identity of the caller are followed.
 
               It may be difficult to reach an Investor Service Representative
               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, calling the Janus XpressLine or visiting our Web site.
 
               TEMPORARY SUSPENSION OF SERVICES
 
               The Fund or its agents may, in case of emergency, temporarily
               suspend telephone transactions or other shareholder services.
 
               ADDRESS CHANGES
 
               To change the address on your account, call 1-800-525-3713 or
               send a written request signed by all account owners. Include the
               name of the Fund, the account number(s), the name(s) on the
               account and both the old and new addresses. Certain options may
               be suspended for 10 days following an address change unless a
               signature guarantee is provided.
 
                                                        Shareholder's manual  31
<PAGE> 
 
               REGISTRATION CHANGES
 
               To change the name on an account, the shares are generally
               transferred to a new account. In some cases, legal documentation
               may be required. For more information call 1-800-525-3713.
 
               STATEMENTS AND REPORTS
 
               Investors participating in an automatic investment program will
               receive quarterly confirmations of all transactions. Dividend
               information will be confirmed quarterly. In addition, the Fund
               will send you an immediate transaction confirmation statement
               after every non-systematic transaction.
 
               The Fund produces financial reports, which include a list of the
               Fund's portfolio holdings, semiannually and updates its
               prospectus annually. To reduce expenses, the Fund may choose to
               mail only one report or prospectus to your household, even if
               more than one person in the household has a Fund account. Please
               call 1-800-525-3713 if you would like to receive additional
               reports or prospectuses. The Fund reserves the right to charge a
               fee for additional statement and report requests.
 
 32 Janus High-Yield Fund
<PAGE> 
                                                          Management of the fund
 
INVESTMENT ADVISER
 
               Janus Capital Corporation, 100 Fillmore Street, Denver, Colorado
               80206-4928, is the investment adviser to the Fund and is
               responsible for the day-to-day management of its investment
               portfolio and other business affairs.
 
               Janus Capital began serving as investment adviser to Janus Fund
               in 1970 and currently serves as investment adviser to all of the
               Janus funds, acts as sub-adviser for a number of private-label
               mutual funds and provides separate account advisory services for
               institutional accounts.
 
               Janus Capital furnishes continuous advice and recommendations
               concerning the Fund's investments. Janus Capital also furnishes
               certain administrative, compliance and accounting services for
               the Fund, and may be reimbursed by the Fund for its costs in
               providing those services. In addition, Janus Capital employees
               serve as officers of the Trust and Janus Capital provides office
               space for the Fund and pays the salaries, fees and expenses of
               all Fund officers and those Trustees who are affiliated with
               Janus Capital. The Fund pays all of its expenses not assumed by
               Janus Capital, including auditing fees and independent Trustees'
               fees and expenses.
 
               The Fund pays Janus Capital a management fee which is calculated
               daily and paid monthly. The advisory agreement with the Fund
               spells out the management fee and other expenses that the Fund
               must pay.
 
               The Fund incurs expenses not assumed by Janus Capital, including
               transfer agent and custodian fees and expenses, legal and
               auditing fees, printing and mailing costs of sending reports and
               other information to existing shareholders, and independent
               Trustees' fees and expenses. The Annual Fund Operating Expenses
               table on page 5 lists the actual management fee and total
               operating expenses of the Fund for the most recent fiscal year.
 
                                                      Management of the fund  33
<PAGE> 
 
PORTFOLIO MANAGER
 
SANDY R. RUFENACHT
- --------------------------------------------------------------------------------
                   is Executive Vice President and portfolio manager of the
                   Fund and Janus Short-Term Bond Fund. He has served as
                   manager or co-manager of the Fund since June 1996 and has
                   served as manager of Janus Short-Term Bond Fund since
                   January 1996. He previously served as Executive Vice
                   President and co-manager of Janus Flexible Income Fund
                   from June 1996 to February 1998. He holds a Bachelor of
                   Arts in Business from the University of Northern Colorado.
 
 34 Janus High-Yield Fund
<PAGE> 
                                                               Other information
 
               SIZE OF THE FUND
 
               Although there is no present intention to do so, the Fund may
               discontinue sales of its shares if management and the Trustees
               believe that continued sales may adversely affect the Fund's
               ability to achieve its investment objectives. If sales of the
               Fund are discontinued, it is expected that existing shareholders
               of the Fund will be permitted to continue to purchase shares and
               to reinvest any dividends or capital gains distributions, absent
               highly unusual circumstances.
 
               YEAR 2000
 
               Preparing for Year 2000 is a high priority for Janus Capital,
               which has established a dedicated group to address this issue.
               Janus Capital has devoted considerable internal resources and has
               engaged one of the foremost experts in the field to help achieve
               Year 2000 readiness. Janus Capital does not anticipate that Year
               2000-related issues will have a material impact on its ability to
               continue to provide the Fund with service at current levels;
               however, Janus Capital cannot make any assurances that the steps
               it has taken to ensure Year 2000 readiness will be successful. In
               addition, there can be no assurance that Year 2000 issues will
               not affect the companies in which the Fund invests or worldwide
               markets and economies.
 
                                                           Other information  35
<PAGE> 
Distributions and taxes
 
DISTRIBUTIONS
 
               To avoid taxation of the Fund, the Internal Revenue Code requires
               the Fund to distribute net income and any net capital gains
               realized on its investments annually. The Fund's income from
               dividends and interest and any net realized short-term gains are
               paid to shareholders as ordinary income dividends. Net realized
               long-term gains are paid to shareholders as capital gains
               distributions.
 
               Income dividends are declared daily, Saturdays, Sundays and
               holidays are 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. You will begin accruing income dividends
               the day after a purchase is effective. If shares are redeemed,
               you will receive all dividends accrued through the day of the
               redemption. Capital gains, if any, are declared and paid in
               December.
 
               HOW DISTRIBUTIONS AFFECT THE FUND'S NAV
 
               Distributions, other than daily income dividends, are paid to
               shareholders as of the record date of the distribution of the
               Fund, regardless of how long the shares have been held.
               Undistributed income and realized gains are included in the
               Fund's daily NAV. The share price of the Fund drops by the amount
               of the distribution, net of any subsequent market fluctuations.
               As an example, assume that on December 31, the Fund declared a
               dividend in the amount of $0.25 per share. If the Fund's share
               price was $10.00 on December 30, the Fund's share price on
               December 31 would be $9.75, barring market fluctuations.
               Shareholders should be aware that distributions from a taxable
               mutual fund are not value-enhancing and may create income tax
               obligations.
 
               "BUYING A DIVIDEND"
 
               If you purchase shares of the Fund just before the distribution,
               you will pay the full price for the shares and receive a portion
               of the purchase price back as a taxable distribution. This is
               referred to as "buying a dividend." In the above example, if you
               bought shares on December 30, you would have paid $10.00 per
               share.
 
 36 Janus High-Yield Fund
<PAGE> 
 
               On December 31, the Fund would pay you $0.25 per share as a
               dividend and your shares would now be worth $9.75 per share.
               Unless your account is set up as a tax-deferred account,
               dividends paid to you would be included in your gross income for
               tax purposes, even though you may not have participated in the
               increase in NAV of the Fund, whether or not you reinvested the
               dividends.
 
DISTRIBUTION OPTIONS
 
               When you open an account, you must specify on your application
               how you want to receive your distributions. You may change your
               distribution option at any time by writing the Fund at one of the
               addresses on page 16 or calling 1-800-525-3713. The Fund offers
               the following options:
 
               1. REINVESTMENT OPTION. You may reinvest your income dividends
                  and capital gains distributions in additional shares. This
                  option is assigned automatically if no other choice is made.
 
               2. CASH OPTION. You may receive your income dividends and capital
                  gains distributions in cash.
 
               3. REINVEST AND CASH OPTION. You may receive either your income
                  dividends or capital gains distributions in cash and reinvest
                  the other in additional shares.
 
               4. REDIRECT OPTION. You may direct your dividends or capital
                  gains to purchase shares of another Janus fund.
 
               The Fund reserves the right to reinvest into your account
               undeliverable and uncashed dividend and distribution checks that
               remain outstanding for six months in shares of the Fund at the
               NAV next computed after the check is cancelled. Subsequent
               distributions may also be reinvested.
 
                                                     Distributions and taxes  37
<PAGE> 
 
TAXES
 
               As with any investment, you should consider the tax consequences
               of investing in the Fund. Any time you sell or exchange shares of
               a Fund in a taxable account, it is considered a taxable event.
               Depending on the purchase price and the sale price, you may have
               a gain or loss on the transaction. Any tax liabilities generated
               by your transactions are your responsibility.
 
               The following discussion does not apply to tax-deferred accounts,
               nor is it a complete analysis of the federal tax implications of
               investing in the Fund. You may wish to consult your own tax
               adviser. Additionally, state or local taxes may apply to your
               investment, depending upon the laws of your state of residence.
 
               TAXES ON DISTRIBUTIONS
               Dividends and distributions by the Fund are subject to federal
               income tax, regardless of whether the distribution is made in
               cash or reinvested in additional shares of the Fund.
               Distributions may be taxable at different rates depending on the
               length of time the Fund holds a security. In certain states, a
               portion of the dividends and distributions (depending on the
               source of the Fund's income) may be exempt from state and local
               taxes. Information regarding the tax status of income dividends
               and capital gains distributions will be mailed to shareholders on
               or before January 31st of each year. Account tax information will
               also be sent to the IRS.
 
               TAXATION OF THE FUND
               Dividends, interest, and some capital gains received by the Fund
               on foreign securities may be subject to tax withholding or other
               foreign taxes. The Fund may from year to year make the election
               permitted under section 853 of the Internal Revenue Code to pass
               through such taxes to shareholders as a foreign tax credit. If
               such an election is not made, any foreign taxes paid or accrued
               will represent an expense to the Fund.
 
 38 Janus High-Yield Fund
<PAGE> 
 
               The Fund does not expect to pay federal income or excise taxes
               because it intends to meet certain requirements of the Internal
               Revenue Code. It is important that the Fund meet these
               requirements so that any earnings on your investment will not be
               taxed twice.
 
                                                     Distributions and taxes  39
<PAGE> 
Financial highlights
 
               The financial highlights table is intended to help you understand
               the Fund's financial performance through October 31st of each
               fiscal period shown. Items 1 through 8 reflect financial results
               for a single Fund share. The total returns in the table represent
               the rate that an investor would have earned (or lost) on an
               investment in the Fund (assuming reinvestment of all dividends
               and distributions). This information has been audited by
               PricewaterhouseCoopers LLP, whose report, along with the Fund's
               financial statements, are included in the Annual Report, which is
               available upon request and incorporated by reference into the
               SAI.
 
<TABLE>
<CAPTION>
                                  JANUS HIGH-YIELD FUND
- -----------------------------------------------------------------------------------------
                                                            Periods ending October 31st
                                                             1998       1997     1996(1)
<S>                                                        <C>        <C>        <C>
  1. NET ASSET VALUE, BEGINNING OF PERIOD                   $11.83     $11.12     $10.00
     INCOME FROM INVESTMENT OPERATIONS:
  2. Net investment income                                    0.90       0.97       0.80
  3. Net gains or (losses) on securities (both realized
     and unrealized)                                        (1.02)       0.82       1.12
  4. Total from investment operations                       (0.12)       1.79       1.92
     LESS DISTRIBUTIONS:
  5. Dividends (from net investment income)                 (0.90)     (0.97)     (0.80)
  6. Distributions (from capital gains)                     (0.56)     (0.11)         --
  7. Total distributions                                    (1.46)     (1.08)     (0.80)
  8. NET ASSET VALUE, END OF PERIOD                         $10.25     $11.83     $11.12
  9. Total return*                                          (1.45%)    16.94%     19.71%
 10. Net assets, end of period (in millions)                  $268       $301       $211
 11. Average net assets for the period (in millions)          $381       $266        $88
 12. Ratio of gross expenses to average net assets**         0.99%      1.03%(2)   1.01%(2)
 13. Ratio of net expenses to average net assets**           0.96%      1.00%      1.00%
 14. Ratio of net investment income to average net
     assets**                                                7.85%      8.45%      9.00%
 15. Portfolio turnover rate**                                336%       404%       324%
- -----------------------------------------------------------------------------------------
</TABLE>
 
(1) Fiscal period from December 29, 1995 (inception) to October 31, 1996.
(2) The ratio was 1.04% in 1997 and 1.18% in 1996 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.
 
 40 Janus High-Yield Fund
<PAGE> 
                                                    Glossary of investment terms
 
               This glossary provides a more detailed description of some of the
               types of securities and other instruments in which the Fund may
               invest. The Fund may invest in these instruments to the extent
               permitted by its investment objectives and policies. The Fund is
               not limited by this discussion and may invest in any other types
               of instruments not precluded by the policies discussed elsewhere
               in this Prospectus. Please refer to the SAI for a more detailed
               discussion of certain instruments.
 
I. EQUITY AND DEBT SECURITIES
 
               BONDS are debt securities issued by a company, municipality,
               government or government agency. The issuer of a bond is required
               to pay the holder the amount of the loan (or par value of the
               bond) 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. The
               Fund may purchase commercial paper issued in private placements
               under Section 4(2) of the Securities Act of 1933.
 
               COMMON STOCKS are equity securities representing shares of
               ownership in a company, and usually carry voting rights and earns
               dividends. Unlike preferred stock, dividends on common stocks are
               not fixed but are declared at the discretion of the issuer's
               board of directors.
 
               CONVERTIBLE SECURITIES are preferred stocks or bonds that pay a
               fixed dividend or interest payment and are convertible into
               common stock at a specified price or conversion ratio.
 
               DEBT SECURITIES are equity securities representing money borrowed
               that must be repaid at a later date. Such securities have
               specific
 
                                                Glossary of investment terms  41
<PAGE> 
 
               maturities and usually a specific rate of interest or an original
               purchase discount.
 
               DEPOSITARY RECEIPTS are receipts for shares of a foreign-based
               corporation that entitle the holder to dividends and capital
               gains on the underlying security. Receipts include those issued
               by domestic banks (American Depositary Receipts), foreign banks
               (Global or European Depositary Receipts) and broker-dealers
               (depositary shares).
 
               FIXED-INCOME SECURITIES are securities that pay a specified rate
               of return. The term generally includes short- and long-term
               government, corporate and municipal obligations that pay a
               specified rate of interest or coupons for a specified period of
               time, and preferred stock, which pays fixed dividends. Coupon and
               dividend rates may be fixed for the life of the issue or, in the
               case of adjustable and floating rate securities, for a shorter
               period.
 
               HIGH-YIELD/HIGH-RISK SECURITIES are securities that are rated
               below investment grade by the primary rating agencies (e.g., BB
               or lower by Standard & Poor's and Ba or lower by Moody's). Other
               terms commonly used to describe such securities include "lower
               rated bonds," "noninvestment grade bonds" and "junk bonds."
 
               INDUSTRIAL DEVELOPMENT BONDS are revenue bonds that are issued by
               a public authority but which may be backed only by the credit and
               security of a private issuer and may involve greater credit risk.
               See "Municipal securities" below.
 
               MORTGAGE- AND ASSET-BACKED SECURITIES are shares in a pool of
               mortgages or other debt. These securities are generally pass-
               through securities, which means that principal and interest
               payments on the underlying securities (less servicing fees) are
               passed through to shareholders on a pro rata basis. These
               securities involve prepayment risk, which is the risk that the
               underlying mortgages or other debt may be refinanced or paid off
               prior to their maturities during periods of declining interest
               rates. In that case, the portfolio managers may have to reinvest
               the proceeds from the securities at a lower rate. Potential
               market gains on a security subject to prepayment risk may be more
               limited
 
 42 Janus High-Yield Fund
<PAGE> 
 
               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. To avoid taxes and interest that the Fund
               must pay if these investments are profitable, the Fund may make
               various elections permitted by the tax laws. These elections
               could require that the Fund recognize taxable income, which in
               turn must be distributed, before the securities are sold and
               before cash is received to pay the distributions.
 
               PREFERRED STOCKS are equity securities that generally pay
               dividends at a specified rate and have preference over common
               stock in the payment of dividends and liquidation. Preferred
               stock generally does not carry voting rights.
 
               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
 
                                                Glossary of investment terms  43
<PAGE> 
 
               and a face value equal to the amount of the coupon payment that
               would have been made.
 
               REPURCHASE AGREEMENTS involve the purchase of a security by the
               Fund and a simultaneous agreement by the seller (generally a bank
               or dealer) to repurchase the security from the Fund at a
               specified date or upon demand. This technique offers a method of
               earning income on idle cash. These securities involve the risk
               that the seller will fail to repurchase the security, as agreed.
               In that case, the Fund will bear the risk of market value
               fluctuations until the security can be sold and may encounter
               delays and incur costs in liquidating the security.
 
               REVERSE REPURCHASE AGREEMENTS involve the sale of a security by
               the Fund to another party (generally a bank or dealer) in return
               for cash and an agreement by the Fund to buy the security back at
               a specified price and time. This technique will be used primarily
               to provide cash to satisfy unusually heavy redemption requests,
               or for other temporary or emergency purposes.
 
               RULE 144A SECURITIES are securities that are not registered for
               sale to the general public under the Securities Act of 1933, but
               that may be resold to certain institutional investors.
 
               STANDBY COMMITMENTS are obligations purchased by the Fund from a
               dealer that give the Fund the option to sell a security to the
               dealer at a specified price.
 
               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.
 
 44 Janus High-Yield Fund
<PAGE> 
 
               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 stocks
               or bonds, that give the holder the right to buy a proportionate
               amount of common stock at a specified price, usually at a price
               that is higher than the market price at the time of issuance of
               the warrant. The right may last for a period of years or
               indefinitely.
 
               WHEN-ISSUED, DELAYED DELIVERY AND FORWARD TRANSACTIONS generally
               involve the purchase of a security with payment and delivery at
               some time in the future - i.e., beyond normal settlement. The
               Fund does not earn interest on such securities until settlement
 
                                                Glossary of investment terms  45
<PAGE> 
 
               and bears the risk of market value fluctuations in between the
               purchase and settlement dates. New issues of stocks and bonds,
               private placements and U.S. government securities may be sold in
               this manner.
 
               ZERO COUPON BONDS are debt securities that do not pay 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 a financial instrument for an agreed upon price at a
               specified time. Forward contracts are not currently exchange
               traded and are typically negotiated on an individual basis. The
               Fund may enter into forward currency contracts to hedge against
               declines in the value of securities denominated in, or whose
               value is tied to, a currency other than the U.S. dollar or to
               reduce the impact of currency appreciation on purchases of such
               securities. It may also enter into forward contracts to purchase
               or sell securities or other financial indices.
 
               FUTURES CONTRACTS are contracts that obligate the buyer to
               receive and the seller to deliver an instrument or money at a
               specified price on a specified date. The Fund may buy and sell
               futures contracts on foreign currencies, securities and financial
               indices including interest rates or an index of U.S. government,
               foreign government, equity or fixed-income securities. The Fund
               may also buy options on futures contracts. An option on a futures
               contract gives the buyer the right, but not the obligation, to
               buy or sell a futures contract at a specified price on or before
               a specified date. Futures contracts and options on futures are
               standardized and traded on designated exchanges.
 
               INDEXED/STRUCTURED SECURITIES are typically short- to
               intermediate-term debt securities whose value at maturity or
               interest rate is
 
 46 Janus High-Yield Fund
<PAGE> 
 
               linked to currencies, interest rates, equity securities, indices,
               commodity prices or other financial indicators. Such securities
               may be positively or negatively indexed (i.e., their value may
               increase or decrease if the reference index or instrument
               appreciates). Indexed/structured securities may have return
               characteristics similar to direct investments in the underlying
               instrument and may be more volatile than the underlying
               instrument. The Fund bears the market risk of an investment in
               the underlying instrument, as well as the credit risk of the
               issuer.
 
               INTEREST RATE SWAPS involve the exchange by two parties of their
               respective commitments to pay or receive interest (e.g., an
               exchange of floating rate payments for fixed rate payments).
 
               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 Fund may purchase and
               write put and call options on securities, securities indices and
               foreign currencies.
 
                                                Glossary of investment terms  47
<PAGE> 
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 Janus Capital 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
 
<TABLE>
                <S>                          <C>
                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
                CCC, CC, C.................. respect to the issuer's capacity to
                                             meet required interest and
                                             principal payments. BB - lowest
                                             degree of speculation; C - the
                                             highest degree of speculation.
                                             Quality and protective
                                             characteristics outweighed by large
                                             uncertainties or major risk
                                             exposure to adverse conditions.
                D........................... In default.
</TABLE>
 
 48 Janus High-Yield Fund
<PAGE> 
 
MOODY'S INVESTORS SERVICE, INC.
 
<TABLE>
                <S>                          <C>
                BOND RATING                  EXPLANATION
                ----------------------------------------------------------------
                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.
</TABLE>
 
                                            Explanation of rating categories  49
<PAGE> 
 
               Unrated securities will be treated as noninvestment grade
               securities unless a portfolio manager determines that such
               securities are the equivalent of investment grade securities.
               Securities that have received ratings from more than one agency
               are considered investment grade if at least one agency has rated
               the security investment grade.
 
SECURITIES HOLDINGS BY RATING CATEGORY
 
               During the fiscal period ended October 31, 1998, the percentage
               of securities holdings for the Fund by rating category based upon
               a weighted monthly average was:
 
<TABLE>
<CAPTION>
                                          JANUS HIGH-YIELD FUND
                --------------------------------------------------------------------------
                <S>                                             <C>
                BONDS-S&P RATING:
                 AAA                                                          0%
                 AA                                                           0%
                 A                                                            0%
                 BBB                                                          0%
                 BB                                                           6%
                 B                                                           76%
                 CCC                                                          6%
                 CC                                                           0%
                 C                                                            0%
                 Preferred Stock                                              0%
                 Cash and Options                                            12%
                 TOTAL                                                      100%
                --------------------------------------------------------------------------
</TABLE>
 
 50 Janus High-Yield Fund
<PAGE> 
 
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                                                                              51
<PAGE> 
 
                       This page intentionally left blank
 
 52
<PAGE> 
 
                       This page intentionally left blank
<PAGE> 
 
[JANUS LOGO]
          1-800-525-3713
          P.O. Box 173375
          Denver, Colorado 80217-3375
          janus.com
 
You can request other information, including a Statement of
Additional Information, Annual Report or Semiannual Report, free of
charge, by contacting Janus at 1-800-525-3713 or visiting our Web
site at janus.com. In the Fund's Annual Report, you will find a
discussion of the market conditions and investment strategies that
significantly affected the Fund's performance during its last fiscal
year. Other information is also available from financial
intermediaries that sell shares of the Fund.
 
The Statement of Additional Information provides detailed
information about the Fund and is incorporated into this Prospectus
by reference. You may review the Fund's Statement of Additional
Information at the Public Reference Room of the SEC or get text only
copies for a fee, by writing to or calling the Public Reference
Room, Washington, D.C. 20549-6009 (1-800-SEC-0330). You may obtain
the Statement of Additional Information for free from the SEC's Web
site at http://www.sec.gov.
 
              Investment Company Act File No. 811-1879
 
  3188
<PAGE> 
 
 
                                                     [JANUS LOGO]
 
                         Janus Olympus Fund
 
                                      PROSPECTUS
                                      FEBRUARY 17, 1999
 
                         THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED
                         OR DISAPPROVED OF THESE SECURITIES OR PASSED ON THE
                         ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
                         REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE> 
 
    [JANUS LOGO]
<PAGE> 
 
                                                              Table of contents
 
<TABLE>
                <S>                                               <C>
                RISK/RETURN SUMMARY
                   Janus Olympus Fund...........................    2
                   Fees and expenses............................    4
                INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT
                STRATEGIES AND RISKS
                   Investment objective and principal investment
                   strategies...................................    5
                   General portfolio policies...................    6
                   Risks........................................    9
                SHAREHOLDER'S MANUAL
                   Minimum investments..........................   15
                   Types of account ownership...................   15
                   How to open your Janus account...............   17
                   How to purchase shares.......................   18
                   How to exchange shares.......................   20
                   How to redeem shares.........................   22
                   Shareholder services and account policies....   26
                MANAGEMENT OF THE FUND
                   Investment adviser...........................   31
                   Portfolio manager............................   32
                OTHER INFORMATION...............................   33
                DISTRIBUTIONS AND TAXES
                   Distributions................................   34
                   Taxes........................................   35
                FINANCIAL HIGHLIGHTS............................   37
                GLOSSARY
                   Glossary of investment terms.................   38
 
</TABLE>
 
                                                            Table of contents  1
<PAGE> 
Risk return summary
 
JANUS OLYMPUS FUND
 
1. WHAT IS THE INVESTMENT OBJECTIVE OF JANUS OLYMPUS FUND?
 
               The Fund seeks long-term growth of capital.
 
               The Fund's Trustees may change this objective without a
               shareholder vote and the Fund will notify you of any changes that
               are material. If there is a material change in the Fund's
               objective or policies, you should consider whether the Fund
               remains an appropriate investment for you. There is no guarantee
               that the Fund will meet its objective.
 
2. WHAT ARE THE MAIN INVESTMENT STRATEGIES OF JANUS OLYMPUS FUND?
 
               The Fund invests primarily in common stocks selected for their
               growth potential. The Fund may invest in companies of any size,
               from larger, well-established companies to smaller, emerging
               growth companies.
 
               The portfolio manager applies a "bottom up" approach in choosing
               investments. In other words, she looks for companies with
               earnings growth potential one at a time. If the portfolio manager
               is unable to find investments with earnings growth potential, a
               significant portion of the Fund's assets may be in cash or
               similar investments.
 
3. WHAT ARE THE MAIN RISKS OF INVESTING IN JANUS OLYMPUS FUND?
 
               The biggest risk of investing in this Fund is that its returns
               may vary and you could lose money. If you are considering
               investing in the Fund, remember that it is designed for long-term
               investors who can accept the risks of investing in a portfolio
               with significant common stock holdings. Common stocks tend to be
               more volatile than other investment choices.
 
               The value of the Fund's portfolio may decrease if the value of an
               individual company in the portfolio decreases. The value of the
               Fund's portfolio could also decrease if the stock market goes
               down. If the value of the Fund's portfolio decreases, the Fund's
               net asset value (NAV) will also decrease which means if you sell
               your shares in the Fund you would get back less money.
 
 2 Janus Olympus Fund
<PAGE> 
 
               The Fund is nondiversified. In other words, it may hold larger
               positions in a smaller number of securities than a diversified
               fund. As a result, a single security's increase or decrease in
               value may have a greater impact on the Fund's NAV and total
               return.
 
               An investment in the Fund is not a bank deposit and is not
               insured or guaranteed by the Federal Deposit Insurance
               Corporation or any other government agency.
 
               The following information illustrates how the Fund's performance
               has varied over time. The bar chart depicts the change in the
               Fund's performance from year-to-year during the periods
               indicated. The table compares the Fund's average annual returns
               for the periods indicated to a broad-based securities market
               index.
 
               JANUS OLYMPUS FUND

A BAR CHART showing Annual Total Returns for Janus Olympus Fund from 1996
through 1998: 

               Annual returns for periods ended 12/31

                            21.73%        26.73%        56.97%
                             1996          1997          1998

Each percentage is represented by a bar of proportionate size with the actual 
total return printed above the bar.                            

               Best Quarter: 4th-1998  32.66%    Worst Quarter: 3rd-1998 (7.93%)
 


<TABLE>
<CAPTION>
                     Average annual total return for periods ended 12/31/98
                     ------------------------------------------------------
                                                            Since Inception
                                                   1 year     (12/29/95)
               <S>                            <C>          <C>
               Janus Olympus Fund                  56.97%       34.28%
               S&P 500 Index*                      28.74%       28.27%
                                              ------------------------    
</TABLE>
 
               * The S&P 500 is the Standard & Poor's Composite Index of 500
                 Stocks, a widely recognized, unmanaged index of common stock
                 prices.
 
               The Fund's past performance does not necessarily indicate how it
               will perform in the future.
 
                                                          Risk return summary  3
<PAGE> 
 
FEES AND EXPENSES
 
               SHAREHOLDER FEES, such as sales loads, redemption fees or
               exchange fees, are charged directly to an investor's account. All
               Janus funds are no-load investments, so you will not pay any
               shareholder fees when you buy or sell shares of the Fund.
 
               ANNUAL FUND OPERATING EXPENSES are paid out of the Fund's assets
               and include fees for portfolio management, maintenance of
               shareholder accounts, shareholder servicing, accounting and other
               services. You do not pay these fees directly but, as the example
               below shows, these costs are borne indirectly by all
               shareholders.
 
               This table describes the fees and expenses that you may pay if
               you buy and hold shares of the Fund. It is based upon gross
               expenses (without the effect of expense offset arrangements) for
               the fiscal year ended October 31, 1998.
 
<TABLE>
<CAPTION>
                                                             Janus Olympus Fund
   <S>                                                           <C>
   Management fee                                                   0.70%
   Other Expenses                                                   0.31%
   Total Annual Fund Operating Expenses                             1.01%
</TABLE>
 
- --------------------------------------------------------------------------------
 
  EXAMPLE:
  This example is intended to help you compare the cost of investing in the
  Fund with the cost of investing in other mutual funds. The example
  assumes that you invest $10,000 in the Fund for the time periods
  indicated then redeem all of your shares at the end of those periods. The
  example also assumes that your investment has a 5% return each year and
  that the Fund's operating expenses remain the same. Although your actual
  costs may be higher or lower, based on these assumptions your costs would
  be:
 
<TABLE>
<CAPTION>
                                             1 Year    3 Years    5 Years    10 Years
                                             ----------------------------------------
   <S>                                       <C>       <C>        <C>        <C>
   Janus Olympus Fund                         $103      $322       $558       $1,236
</TABLE>
 
 4 Janus Olympus Fund
<PAGE> 
                                                Investment objective, principal
                                                           investment strategies
                                                           and risks
 
               This section takes a closer look at the investment objective of
               the Fund, its principal investment strategies and certain risks
               of investing in the Fund. Strategies and policies that are noted
               as "fundamental" cannot be changed without a shareholder vote.
 
               Please carefully review the "Risks" section of this Prospectus on
               pages 9-11 for a discussion of risks associated with certain
               investment techniques. We've also included a Glossary with
               descriptions of investment terms used throughout this Prospectus.
 
INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES
 
               Janus Olympus Fund seeks long-term growth of capital. It pursues
               its objective by investing primarily in common stocks selected
               for their growth potential. The Fund may invest in companies of
               any size, from larger, well-established companies to smaller,
               emerging growth companies.
 
               The Fund may invest substantially all of its assets in common
               stocks if its portfolio manager believes that common stocks will
               appreciate in value. The portfolio manager generally takes a
               "bottom up" approach to selecting companies. In other words, she
               seeks to identify individual companies with earnings growth
               potential that may not be recognized by the market at large. She
               makes this assessment by looking at companies one at a time,
               regardless of size, country of organization, place of principal
               business activity, or other similar selection criteria.
               Realization of income is not a significant consideration when
               choosing investments for the Fund. Income realized on the Fund's
               investments will be incidental to its objective.
 
               Foreign securities are generally selected on a stock-by-stock
               basis without regard to any defined allocation among countries or
               geographic regions. However, certain factors such as expected
               levels of inflation, government policies influencing business
               conditions, the outlook for currency relationships, and prospects
               for economic growth among countries, regions or geographic areas
 
              Investment objective, principal investment strategies and risks  5
<PAGE> 
 
               may warrant greater consideration in selecting foreign
               securities. There are no limitations on the countries in which
               the Fund may invest and the Fund may at times have significant
               foreign exposure.
 
GENERAL PORTFOLIO POLICIES
 
               In investing its portfolio assets, the Fund will follow the
               general policies listed below. The percentage limitations
               included in these policies and elsewhere in this Prospectus apply
               only at the time of purchase of the security. So, for example, if
               the Fund exceeds a limit as a result of market fluctuations or
               the sale of securities, it will not be required to dispose of any
               securities.
 
               CASH POSITION
               When the Fund's portfolio manager believes that market conditions
               are unfavorable for profitable investing, or when she is
               otherwise unable to locate attractive investment opportunities,
               the Fund's cash or similar investments may increase. In other
               words, the Fund does not always stay fully invested in stocks.
               Cash or similar investments generally are a residual - they
               represent the assets that remain after the portfolio manager has
               committed available assets to desirable investment opportunities.
               However, the portfolio manager may also temporarily increase the
               Fund's cash position to protect its assets or maintain liquidity.
               When the Fund's investments in cash or similar investments
               increase, it may not participate in market advances or declines
               to the same extent that it would if the Fund remained more fully
               invested in stocks.
 
               OTHER TYPES OF INVESTMENTS
               The Fund invests primarily in domestic and foreign equity
               securities, which may include preferred stocks, common stocks,
               warrants and securities convertible into common or preferred
               stocks, but it may also invest to a lesser degree in other types
               of
 
 6 Janus Olympus Fund
<PAGE> 
 
               securities. These securities (which are described in the
               Glossary) may include:
 
               - debt securities
 
               - indexed/structured securities
 
               - high-yield/high-risk securities (less than 35% of the Fund's
                 assets)
 
               - options, futures, forwards and other types of derivatives for
                 hedging purposes or for non-hedging purposes such as seeking to
                 enhance return
 
               - securities purchased on a when-issued, delayed delivery or
                 forward commitment basis
 
               ILLIQUID INVESTMENTS
               The Fund may invest up to 15% of its net assets in illiquid
               investments. An illiquid investment is a security or other
               position that cannot be disposed of quickly in the normal course
               of business. For example, some securities are not registered
               under the U.S. securities laws and cannot be sold to the U.S.
               public because of SEC regulations (these are known as "restricted
               securities"). Under procedures adopted by the Fund's Trustees,
               certain restricted securities may be deemed liquid, and will not
               be counted toward this 15% limit.
 
               FOREIGN SECURITIES
               The Fund may invest without limit in foreign equity and debt
               securities. The Fund may invest directly in foreign securities
               denominated in a foreign currency and not publicly traded in the
               United States. Other ways of investing in foreign securities
               include depositary receipts or shares, and passive foreign
               investment companies.
 
               SPECIAL SITUATIONS
               The Fund may invest in special situations. A special situation
               arises when, in the opinion of the Fund's portfolio manager, the
               securities of a particular issuer will be recognized and
               appreciate
 
              Investment objective, principal investment strategies and risks  7
<PAGE> 
 
               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. The Fund's performance could suffer if the
               anticipated development in a "special situation" investment does
               not occur or does not attract the expected attention.
 
               PORTFOLIO TURNOVER
               The Fund generally intends to purchase securities for long-term
               investment although, to a limited extent, the Fund may purchase
               securities in anticipation of relatively short-term price gains.
               Short-term transactions may also result from liquidity needs,
               securities having reached a price or yield objective, changes in
               interest rates or the credit standing of an issuer, or by reason
               of economic or other developments not foreseen at the time of the
               investment decision. The Fund may also sell one security and
               simultaneously purchase the same or a comparable security to take
               advantage of short-term differentials in bond yields or
               securities prices. Changes are made in the Fund's portfolio
               whenever its portfolio manager believes such changes are
               desirable. Portfolio turnover rates are generally not a factor in
               making buy and sell decisions.
 
               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. Higher costs
               associated with increased portfolio turnover may offset gains in
               the Fund's performance.
 
 8 Janus Olympus Fund
<PAGE> 
 
RISKS
 
               Because the Fund may invest substantially all of its assets in
               common stocks, the main risk is the risk that the value of the
               stocks it holds might decrease in response to the activities of
               an individual company or in response to general market and/or
               economic conditions. If this occurs, the Fund's share price may
               also decrease. The Fund's performance may also be affected by
               risks specific to certain types of investments, such as foreign
               securities, derivative investments, non-investment grade debt
               securities or companies with relatively small market
               capitalizations.
 
The following questions and answers are designed to help you better understand
some of the risks of investing in the Fund.
 
1. THE FUND MAY INVEST IN SMALLER OR NEWER COMPANIES. DOES THIS CREATE ANY
   SPECIAL RISKS?
 
               Many attractive investment opportunities may be smaller, start-up
               companies offering emerging products or services. Smaller or
               newer companies may suffer more significant losses as well as
               realize more substantial growth than larger or more established
               issuers because they may lack depth of management, be unable to
               generate funds necessary for growth or potential development, or
               be developing or marketing new products or services for which
               markets are not yet established and may never become established.
               In addition, such companies may be insignificant factors in their
               industries and may become subject to intense competition from
               larger or more established companies. Securities of smaller or
               newer companies may have more limited trading markets than the
               markets for securities of larger or more established issuers, and
               may be subject to wide price fluctuations. Investments in such
               companies tend to be more volatile and somewhat more speculative.
 
2. HOW DOES THE NONDIVERSIFIED STATUS OF THE FUND AFFECT ITS RISK?
 
               Diversification is a way to reduce risk by investing in a broad
               range of stocks or other securities. A "nondiversified" fund has
               the ability to take larger positions in a smaller number of
               issuers.
 
              Investment objective, principal investment strategies and risks  9
<PAGE> 
 
               Because the appreciation or depreciation of a single stock may
               have a greater impact on the NAV of a nondiversified fund, its
               share price can be expected to fluctuate more than a comparable
               diversified fund. This fluctuation, if significant, may affect
               the performance of the Fund.
 
3. I'VE HEARD A LOT ABOUT HOW THE CHANGE TO THE YEAR 2000 COULD AFFECT COMPUTER
   SYSTEMS. DOES THIS CREATE ANY SPECIAL RISKS?
 
               The portfolio manager carefully researches each potential
               investment before making an investment decision and, among other
               things, considers Year 2000 readiness when selecting portfolio
               holdings. However, there is no guarantee that the information the
               portfolio manager receives regarding a company's Year 2000
               readiness is completely accurate. If a company has not
               satisfactorily addressed Year 2000 issues, the Fund's performance
               could suffer.
 
4. HOW COULD THE FUND'S INVESTMENTS IN FOREIGN SECURITIES AFFECT ITS
   PERFORMANCE?
 
               The Fund may invest without limit in foreign securities either
               indirectly (e.g., depositary receipts) or directly in foreign
               markets. Investments in foreign securities, including those of
               foreign governments, may involve greater risks than investing in
               domestic securities because the Fund's performance may depend on
               issues other than the performance of a particular company. These
               issues include:
 
               - currency risk
 
               - political and economic risk
 
               - regulatory risk
 
               - market risk
 
               - transaction costs
 
               These risks are described in the SAI.
 
 10 Janus Olympus Fund
<PAGE> 
 
5. ARE THERE SPECIAL RISKS ASSOCIATED WITH INVESTMENTS IN HIGH-YIELD/HIGH-RISK
   SECURITIES?
 
               High-yield/high-risk securities (or "junk" bonds) are securities
               rated below investment grade by the primary rating agencies such
               as Standard & Poor's and Moody's. The value of lower quality
               securities generally is more dependent on credit risk, or the
               ability of the issuer to meet interest and principal payments,
               than investment grade debt securities. Issuers of high-yield
               securities may not be as strong financially as those issuing
               bonds with higher credit ratings and are more vulnerable to real
               or perceived economic changes, political changes or adverse
               developments specific to the issuer.
 
               Please refer to the SAI for a description of bond rating
               categories.
 
6. HOW DOES THE FUND TRY TO REDUCE RISK?
 
               The Fund may use futures, options and other derivative
               instruments to "hedge" or protect its portfolio from adverse
               movements in securities prices and interest rates. The Fund may
               also use a variety of currency hedging techniques, including
               forward currency contracts, to manage exchange rate risk. The
               Fund believes the use of these instruments will benefit the Fund.
               However, the Fund's performance could be worse than if the Fund
               had not used such instruments if the portfolio manager's
               judgement proves incorrect. Risks associated with the use of
               derivative instruments are described in the SAI.
 
             Investment objective, principal investment strategies and risks  11
<PAGE> 
 
Janus Olympus Fund
<PAGE> 
 
                   Shareholder's
                   Manual
 
                   This section will help you become
                   familiar with the different types
                   of accounts you can establish with
                   Janus. It also explains in detail
                   the wide array of services and
                   features you can establish on your
                   account, as well as account
                   policies and fees that may apply
                   to your account. Account policies
                   (including fees), services and
                   features may be modified or
                   discontinued without shareholder
                   approval or prior notice.
 
                                                   [JANUS LOGO]
<PAGE> 
 
HOW TO GET IN TOUCH WITH JANUS
 
               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: Monday-Friday 7:00 a.m. to 6:00 p.m.
               Mountain time and Saturday 9:00 a.m. to 1:00 p.m. Mountain time.
 
               100 Fillmore Street, Suite 100
               Denver, CO 80206
 
               3773 Cherry Creek North Drive, Suite 101
               Denver, CO 80209
 
 QUICK ADDRESS AND TELEPHONE REFERENCE
- --------------------------------------------------------------------------------
 
<TABLE>
  <S>                                           <C>
  MAILING ADDRESS                               JANUS XPRESSLINE(TM)
  Janus                                         1-888-979-7737
  P.O. Box 173375                               For 24-hour access to account
  Denver, CO 80217-3375                         and fund information,
                                                exchanges, purchases and
  FOR OVERNIGHT CARRIER                         redemptions, automated daily
  Janus                                         quotes on fund share prices,
  Suite 101                                     yields and total refunds.
  3773 Cherry Creek North Drive
  Denver, CO 80209-3811                         TDD
                                                1-800-525-0056
  INVESTOR SERVICE REPRESENTATIVES              A telecommunications device
  If you have any questions while reading       for our hearing- and
  this Prospectus, please call one of our       speech-impaired shareholders.
  Investor Service Representatives at
  1-800-525-3713 Monday-Friday: 8:00            JANUS LITERATURE LINE
  a.m.-8:00 p.m., and Saturday: 10:00           1-800-525-8983
  a.m.-4:00 p.m., New York time.                To request a prospectus,
                                                shareholder reports or
  JANUS INTERNET ADDRESS                        marketing materials 24 hours a
  janus.com                                     day.
</TABLE>
 
 14 Janus Olympus Fund
<PAGE> 
 
MINIMUM INVESTMENTS*
- ---------------------------------------------
 
<TABLE>
<S>                                 <C>
To open a new regular account.....   $2,500

To open a new retirement,
education or UGMA/UTMA account....   $  500

To open a new regular account with
an Automatic Investment Program...   $  500**

To add to any type of an
account...........................   $  100+
</TABLE>
 
 * The Fund reserves the right to
   change the amount of these
   minimums from time to time or
   to waive them in whole or in
   part for certain types of
   accounts.
** An Automatic Investment Program
   requires a $100 minimum
   automatic investment per month
   until the account balance
   reaches $2,500.
 + The minimum subsequent
   investment for IRA UGMA/UTMA
   accounts is $50.
 
TYPES OF ACCOUNT OWNERSHIP
 
               If you are investing in the Fund for the first time, you will
               need to establish an account. You can establish the following
               types of accounts by completing a New Account Application. To
               request an application, call 1-800-525-3713 or visit our Web site
               at janus.com to download an application.
 
               INDIVIDUAL OR JOINT OWNERSHIP
               Individual accounts are owned by one person. Joint accounts have
               two or more owners.
 
               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.
 
               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.
 
                                                        Shareholder's manual  15
<PAGE> 
 
               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.
 
TAX-DEFERRED ACCOUNTS
 
               If you are eligible, you may set up one or more tax-deferred
               accounts. A tax-deferred account allows you to shelter your
               investment income and capital gains from current income taxes. A
               contribution to certain of these plans may also be tax
               deductible. Tax-deferred accounts include retirement plans
               described below and the Education IRA. Distributions from these
               plans are generally subject to income tax and may be subject to
               an additional tax if withdrawn prior to age 59 1/2 or used for a
               nonqualifying purpose. Investors should consult their tax adviser
               or legal counsel before selecting a tax-deferred account.
 
               Investors Fiduciary Trust Company serves as custodian for the
               tax-deferred accounts offered by the Fund. You will be charged an
               annual account maintenance fee of $12 for each taxpayer
               identification number no matter how many tax-deferred accounts
               you have with Janus. You may pay the fee by check or have it
               automatically deducted from your account (usually in December).
               The custodian reserves the right to change the amount of this fee
               or to waive it in whole or in part for certain types of accounts.
 
               The following plans require a special application. For an
               application and more details about our Retirement Plans, call
               1-800-525-3713.
 
               TRADITIONAL AND ROTH INDIVIDUAL RETIREMENT ACCOUNTS
               Both types of IRAs allow most individuals 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 more complete information regarding the
               different types of IRAs.
 
 16 Janus Olympus Fund
<PAGE> 
 
               EDUCATION IRA
               This plan allows individuals, subject to certain income
               limitations, to contribute up to $500 annually on behalf of any
               child under the age of 18. Please refer to the Janus IRA booklet
               for more complete information regarding the Education IRA.
 
               SIMPLIFIED EMPLOYEE PENSION PLAN
               This plan allows small business owners (including sole
               proprietors) to make tax-deductible contributions for themselves
               and any eligible employee(s). A SEP requires an IRA (a SEP-IRA)
               to be set up for each SEP participant.
 
               PROFIT SHARING OR MONEY PURCHASE PENSION PLAN
               These plans are open to corporations, partnerships and sole
               proprietors to benefit their employees and themselves.
 
               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.
 
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 and make your check payable to Janus. The Fund is
               available only to U.S. citizens or residents, and your
               application will be returned to you if you do not meet these
               criteria. Send all items to one of addresses listed in the "Quick
               Address and Telephone Reference" on page 14.
 
                                                        Shareholder's manual  17
<PAGE> 
 
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:
 
               - Cash, credit cards, third party checks and credit card checks
                 will not be accepted.
 
               - All purchases must be made in U.S. dollars.
 
               - Checks must be drawn on a U.S. bank and made payable to Janus.
 
               - If a check does not clear your bank, the Fund reserves the
                 right to cancel the purchase.
 
               - If the Fund is unable to debit your predesignated bank account
                 on the day of purchase, it may make additional attempts or
                 cancel the purchase.
 
               - The Fund reserves the right to reject any specific purchase
                 request.
 
               If your purchase is cancelled you will be responsible for any
               losses or fees imposed by your bank and losses that may be
               incurred as a result of any decline in the value of the cancelled
               purchase. The Fund (or its agents) has the authority to redeem
               shares in your account(s) to cover any such losses due to
               fluctuations in share price. Any profit on such cancellation will
               accrue to the Fund.
 
               ONCE YOU HAVE OPENED YOUR JANUS ACCOUNT, THE MINIMUM AMOUNT FOR
               AN ADDITIONAL INVESTMENT IS $100 ($50 FOR IRAs OR UGMA/UTMA
               ACCOUNTS). 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
 
 18 Janus Olympus Fund
<PAGE> 
 
               rollover or a current or prior year contribution. Send your check
               made payable to Janus 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. To purchase
               shares by telephone, call an Investor Service Representative at
               1-800-525-3713 during normal business hours or call the Janus
               XpressLine, 1-888-979-7737, for access to this option 24 hours a
               day. 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.
 
               BY INTERNET
 
               You must pre-establish the "Telephone Purchase of Shares Option"
               to make a purchase on our Web site at janus.com. If you have
               questions, please call 1-800-975-9932 to speak to a Janus
               representative.
 
               AUTOMATIC INVESTMENT PROGRAMS
 
               Janus offers several automatic investment programs to help you
               achieve your financial goals as simply and conveniently as
 
                                                        Shareholder's manual  19
<PAGE> 
 
               possible. You may open a new account with a $500 initial purchase
               and $100 automatic subsequent investments.
 
               AUTOMATIC MONTHLY INVESTMENT PROGRAM
               You select the day each month that your money ($100 minimum) will
               be electronically transferred from your bank account to your Fund
               account. To establish this option, complete the "Automatic
               Monthly Investment Program" section on the application and attach
               a "voided" check from your bank account. If your Fund account is
               already established, call 1-800-525-3713 to request the
               appropriate form.
 
               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.
 
               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 24.
 
               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
 
 20 Janus Olympus Fund
<PAGE> 
 
               or call the Janus XpressLine, 1-888-979-7737, for access to this
               option 24 hours a day.
 
               BY SYSTEMATIC EXCHANGE
 
               As noted above, you may establish a Systematic Exchange for as
               little as $100 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.
 
               BY INTERNET
 
               Exchanges may also be made on our Web site at janus.com.
 
               EXCHANGE POLICIES
 
               - 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.
 
               - Exchanges between existing accounts must meet the $100
                 subsequent investment requirement.
 
               - You may make four exchanges out of the Fund during a calendar
                 year (exclusive of Systematic Exchanges). Exchanges in excess
                 of this limit may be subject to an exchange fee or may result
                 in termination of the exchange privilege.
 
               - The Fund reserves the right to reject any exchange request and
                 to modify or terminate the exchange privilege at any time. For
                 example, the Fund may reject exchanges from accounts engaged in
                 or known to engage in trading in excess of the limit above
                 (including market timing transactions).
 
               - Exchanges between accounts will be accepted only if the
                 registrations are identical.
 
                                                        Shareholder's manual  21
<PAGE> 
 
               - If the shares you are exchanging are held in certificate form,
                 you must return the certificate to the Fund prior to making any
                 exchanges.
 
               - Be sure to read the prospectus for the fund into which you are
                 exchanging.
 
               - 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.
 
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. The
               redemption may be suspended for 10 days following an address
               change unless a signature guarantee is provided.
 
               IN WRITING
 
               To request a redemption in writing, please follow the
               instructions for written requests noted on page 24.
 
               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 request redemptions daily
               from your account by calling 1-800-525-3713 by the close of the
               regular trading session of the New York Stock Exchange ("NYSE")
               normally 4:00 p.m. New York time. You may also use Janus
               XpressLine, 1-888-979-7737, for access to this option 24 hours a
               day. (There is a daily limit of $100,000 per account for
               redemptions payable by check.)
 
 22 Janus Olympus Fund
<PAGE> 
 
               BY INTERNET
 
               Redemptions may also be made on our Web site at janus.com.
 
               SYSTEMATIC REDEMPTION OPTION
 
               The Systematic Redemption Option allows you to redeem a specific
               dollar amount from your Fund account on a regular basis. For more
               information or to request the appropriate form, please call
               1-800-525-3713.
 
PAYMENT OF REDEMPTION PROCEEDS
 
               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.
 
               BY ELECTRONIC TRANSFER
               If you have established the electronic redemption option, your
               redemption proceeds can be electronically transferred to your
               predesignated bank account on the next bank business day after
               receipt of your redemption request (wire transfer) or the second
               bank business day after receipt of your redemption request (ACH
               transfer). Wire transfers will be charged an $8 fee per wire and
               your bank may charge an additional fee to receive the wire. ACH
               transfers are made free of charge. Wire redemptions are not
               available for retirement accounts.
 
               If you would like to establish the electronic redemption option
               on an existing account, please call 1-800-525-3713 to request the
               appropriate form.
 
               IF THE SHARES BEING REDEEMED WERE PURCHASED BY CHECK, TELEPHONE,
               ON OUR WEB SITE, OR THROUGH THE AUTOMATIC MONTHLY INVESTMENT
               PROGRAM, THE FUND MAY DELAY THE PAYMENT OF YOUR REDEMPTION
               PROCEEDS FOR UP TO 15 DAYS FROM THE DAY OF PURCHASE TO ALLOW THE
               PURCHASE TO CLEAR. Unless you provide alternate instructions,
               your proceeds will be invested in Janus
 
                                                        Shareholder's manual  23
<PAGE> 
 
               Money Market Fund - Investor Shares during the 15 day hold
               period.
 
WRITTEN INSTRUCTIONS
 
               To redeem all or part of your shares in writing, your request
               should be sent to one of the addresses listed on page 15 and must
               include the following information:
 
               - the name of the Fund
 
               - the account number
 
               - the amount of money or number of shares being redeemed or
                 exchanged
 
               - the name(s) on the account registration
 
               - the signature(s) of all registered account owners
 
               - your daytime telephone number
 
               SIGNATURE REQUIREMENTS BASED ON ACCOUNT TYPE
 
               INDIVIDUAL, JOINT TENANTS, TENANTS IN COMMON
               Written instructions must be signed by each shareholder, exactly
               as the names appear in the account registration.
 
               UGMA OR UTMA
               Written instructions must be signed by the custodian in his/her
               capacity as it appears in the account registration.
 
               SOLE PROPRIETOR, GENERAL PARTNER
               Written instructions must be signed by an authorized individual
               in his/her capacity as it appears on the account registration.
 
               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.
 
 24 Janus Olympus Fund
<PAGE> 
 
               TRUST
               Written instructions must be signed by the trustee(s). If the
               name(s) of the current trustee(s) does not appear in the account
               registration, a certificate of incumbency dated within 60 days
               must also be submitted.
 
               IRA
               Written instructions must be signed by the account owner. If you
               do not want federal income tax withheld from your redemption, you
               must state that you elect not to have such withholding apply. In
               addition, your instructions must state whether the distribution
               is normal (after age 59 1/2) or premature (before age 59 1/2)
               and, if premature, whether any exceptions such as death or
               disability apply with regard to the 10% additional tax on early
               distributions.
 
SIGNATURE GUARANTEE
 
               In addition to the signature requirements, A SIGNATURE GUARANTEE
               IS ALSO REQUIRED if any of the following is applicable:
 
               - You request a redemption by check that exceeds $100,000.
 
               - You would like the check made payable to anyone other than the
                 shareholder(s) of record.
 
               - You would like the check mailed to an address which has been
                 changed within 10 days of the redemption request.
 
               - You would like the check mailed to an address other than the
                 address of record.
 
               THE FUND RESERVES THE RIGHT TO REQUIRE A SIGNATURE GUARANTEE
               UNDER OTHER CIRCUMSTANCES OR TO REJECT OR DELAY A REDEMPTION ON
               CERTAIN LEGAL GROUNDS. FOR MORE INFORMATION PERTAINING TO
               SIGNATURE GUARANTEES, PLEASE CALL 1-800-525-3713.
 
               HOW TO OBTAIN A SIGNATURE GUARANTEE
 
               A signature guarantee assures that a signature is genuine. The
               signature guarantee protects shareholders from unauthorized
               account transfers. The following financial institutions may
               guaran-
 
                                                        Shareholder's manual  25
<PAGE> 
 
               tee signatures: banks, savings and loan associations, trust
               companies, credit unions, broker-dealers, and member firms of a
               national securities exchange. Call your financial institution to
               see if they have the ability to guarantee a signature. A
               signature guarantee cannot be provided by a notary public.
 
               If you live outside the United States, a foreign bank properly
               authorized to do business in your country of residence or a U.S.
               consulate may be able to authenticate your signature.
 
PRICING OF FUND SHARES
 
               All purchases, redemptions and exchanges will be processed at the
               NAV next calculated after your request is received and accepted
               by the Fund (or the Fund's agent or authorized designee). The
               Fund's NAV is calculated at the close of the regular trading
               session of the NYSE (normally 4:00 p.m. New York time) each day
               that the NYSE is open. The NAV of Fund shares is not determined
               on days the NYSE is closed (generally, New Year's Day, Martin
               Luther King Day, Presidents' Day, Good Friday, Memorial Day,
               Independence Day, Labor Day, Thanksgiving and Christmas). In
               order to receive a day's price, your order must be received by
               the close of the regular trading session of the NYSE. Securities
               are valued at market value or, if a market quotation is not
               readily available, at their fair value determined in good faith
               under procedures established by and under the supervision of the
               Trustees. Short-term instruments maturing within 60 days are
               valued at amortized cost, which approximates market value. See
               the SAI for more detailed information.
 
SHAREHOLDER SERVICES AND ACCOUNT POLICIES
 
               JANUS XPRESSLINE(TM)
 
               Janus XpressLine, our electronic telephone service, offers you
               24-hour access by TouchTone(TM) telephone to obtain information
               on account balances, Fund performance or dividends. You can also
               make exchanges, purchases and redemptions in existing accounts,
               request literature about any Janus fund, or order duplicate
 
 26 Janus Olympus Fund
<PAGE> 
 
               statements. Janus XpressLine is accessed by calling
               1-888-979-7737. Calls are limited to five minutes.
 
               JANUS WEB SITE
 
               Janus maintains a Web site located at janus.com. You can
               purchase, exchange and redeem shares and access information such
               as your account balance and the Fund's NAV through the Web site.
               In order to engage in transactions on our Web site, you must
               authorize us to transmit account information online and accept
               online instructions (see janus.com and follow the procedures
               accordingly). You may also need to have bank account information,
               wire instructions or other options established on your account.
               The Fund and its agents will not be responsible for any losses
               resulting from unauthorized transactions on our Web site when
               procedures designed for engaging in such transactions are
               followed. If you have questions, please call 1-800-975-9932 to
               speak to a Janus representative.
 
               ACCOUNT MINIMUMS
 
               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 15 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, for purposes of this policy,
               accounts will be valued in September, and 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.
 
                                                        Shareholder's manual  27
<PAGE> 
 
               TRANSACTIONS THROUGH PROCESSING ORGANIZATIONS
 
               You may purchase or sell Fund shares through a broker-dealer,
               bank or other financial institution, or an organization that
               provides recordkeeping and consulting services to 401(k) plans or
               other employee benefit plans (a "Processing Organization").
               Processing Organizations may charge you a fee for this service
               and may require different minimum initial and subsequent
               investments than the Fund. Processing Organizations may also
               impose other charges or restrictions different from those
               applicable to shareholders who invest in the Fund directly. A
               Processing Organization, rather than its customer, may be the
               shareholder of record of your shares. The Fund is not responsible
               for the failure of any Processing Organization to carry out its
               obligations to its customers. Certain Processing Organizations
               may receive compensation from Janus Capital or its affiliates and
               certain Processing Organizations may receive compensation from
               the Fund for shareholder recordkeeping and similar services.
 
               TAXPAYER IDENTIFICATION NUMBER
 
               On your application or other appropriate form, you will be asked
               to certify that your Social Security or taxpayer identification
               number is correct and that you are not subject to backup
               withholding for failing to report income to the IRS. If you are
               subject to the 31% backup withholding or you did not certify your
               taxpayer identification number, the IRS requires the Fund to
               withhold 31% of any dividends paid and redemption or exchange
               proceeds. In addition to the 31% backup withholding, you may be
               subject to a $50 fee to reimburse the Fund for any penalty that
               the IRS may impose.
 
               SHARE CERTIFICATES
 
               Most shareholders choose not to hold their shares in certificate
               form because account transactions such as exchanges and
               redemptions cannot be completed until the certificate has been
               returned to the Fund. The Fund will issue share certificates upon
               written request only and reserves the right to charge a fee for
               this service.
 
 28 Janus Olympus Fund
<PAGE> 
 
               Share certificates will not be issued until the shares have been
               held for at least 15 days and will not be issued for accounts
               that do not meet the minimum investment requirements. Share
               certificates cannot be issued for retirement accounts. In
               addition, if the certificate is lost, there may be a replacement
               charge.
 
               INVOLUNTARY REDEMPTIONS
 
               The Fund reserves the right to close an account if the
               shareholder is deemed to engage in activities which are illegal
               or otherwise believed to be detrimental to the Fund.
 
               TELEPHONE TRANSACTIONS
 
               You may initiate many transactions by telephone. The Fund and its
               agents will not be responsible for any losses resulting from
               unauthorized transactions when procedures designed to verify the
               identity of the caller are followed.
 
               It may be difficult to reach an Investor Service Representative
               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, calling the Janus XpressLine or visiting our Web site.
 
               TEMPORARY SUSPENSION OF SERVICES
 
               The Fund or its agents may, in case of emergency, temporarily
               suspend telephone transactions or other shareholder services.
 
               ADDRESS CHANGES
 
               To change the address on your account, call 1-800-525-3713 or
               send a written request signed by all account owners. Include the
               name of the Fund, the account number(s), the name(s) on the
               account and both the old and new addresses. Certain options may
               be suspended for 10 days following an address change unless a
               signature guarantee is provided.
 
                                                        Shareholder's manual  29
<PAGE> 
 
               REGISTRATION CHANGES
 
               To change the name on an account, the shares are generally
               transferred to a new account. In some cases, legal documentation
               may be required. For more information call 1-800-525-3713.
 
               STATEMENTS AND REPORTS
 
               Investors participating in an automatic investment program will
               receive quarterly confirmations of all transactions. Dividend
               information will be distributed annually. In addition, the Fund
               will send you an immediate transaction confirmation statement
               after every non-systematic transaction.
 
               The Fund produces financial reports, which include a list of the
               Fund's portfolio holdings, semiannually and updates its
               prospectus annually. To reduce expenses, the Fund may choose to
               mail only one report or prospectus to your household, even if
               more than one person in the household has a Fund account. Please
               call 1-800-525-3713 if you would like to receive additional
               reports or prospectuses. The Fund reserves the right to charge a
               fee for additional statement and report requests.
 
 30 Janus Olympus Fund
<PAGE> 
                                                         Management of the fund
 
INVESTMENT ADVISER
 
               Janus Capital Corporation, 100 Fillmore Street, Denver, Colorado
               80206-4928, is the investment adviser to the Fund and is
               responsible for the day-to-day management of its investment
               portfolio and other business affairs.
 
               Janus Capital began serving as investment adviser to Janus Fund
               in 1970 and currently serves as investment adviser to all of the
               Janus funds, acts as sub-adviser for a number of private-label
               mutual funds and provides separate account advisory services for
               institutional accounts.
 
               Janus Capital furnishes continuous advice and recommendations
               concerning the Fund's investments. Janus Capital also furnishes
               certain administrative, compliance and accounting services for
               the Fund, and may be reimbursed by the Fund for its costs in
               providing those services. In addition, Janus Capital employees
               serve as officers of the Trust and Janus Capital provides office
               space for the Fund and pays the salaries, fees and expenses of
               all Fund officers and those Trustees who are affiliated with
               Janus Capital.
 
               The Fund pays Janus Capital a management fee which is calculated
               daily and paid monthly. The advisory agreement with the Fund
               spells out the management fee and other expenses that the Fund
               must pay.
 
               The Fund incurs expenses not assumed by Janus Capital, including
               transfer agent and custodian fees and expenses, legal and
               auditing fees, printing and mailing costs of sending reports and
               other information to existing shareholders, and independent
               Trustees' fees and expenses. The Annual Fund Operating Expenses
               table on page 4 lists the actual management fee and total
               operating expenses of the Fund for the most recent fiscal year.
 
                                                      Management of the fund  31
<PAGE> 
 
PORTFOLIO MANAGER
 
CLAIRE YOUNG
- --------------------------------------------------------------------------------
                   is Executive Vice President and portfolio manager of the
                   Fund which she has managed since August 1997. She
                   previously served as an assistant portfolio manager of
                   Janus Growth and Income Fund and Janus Twenty Fund. Ms.
                   Young joined Janus Capital in January 1992. She holds a
                   Bachelor of Science in Electrical Engineering from Yale
                   University and received the Chartered Financial Analyst
                   designation.
 
 32 Janus Olympus Fund
<PAGE> 
                                                               Other information
 
               SIZE OF THE FUND
 
               Although there is no present intention to do so, the Fund may
               discontinue sales of its shares if management and the Trustees
               believe that continued sales may adversely affect the Fund's
               ability to achieve its investment objective. If sales of the Fund
               are discontinued, it is expected that existing shareholders of
               the Fund would be permitted to continue to purchase shares and to
               reinvest any dividends or capital gains distributions, absent
               highly unusual circumstances.
 
               YEAR 2000
 
               Preparing for Year 2000 is a high priority for Janus Capital,
               which has established a dedicated group to address this issue.
               Janus Capital has devoted considerable internal resources and has
               engaged one of the foremost experts in the field to help achieve
               Year 2000 readiness. Janus Capital does not anticipate that Year
               2000-related issues will have a material impact on its ability to
               continue to provide the Fund with service at current levels;
               however, Janus Capital cannot make any assurances that the steps
               it has taken to ensure Year 2000 readiness will be successful. In
               addition, there can be no assurance that Year 2000 issues will
               not affect the companies in which the Fund invests or worldwide
               markets and economies.
 
                                                           Other information  33
<PAGE> 
Distributions and taxes
 
DISTRIBUTIONS
 
               To avoid taxation of the Fund, the Internal Revenue Code requires
               the Fund to distribute net income and any net capital gains
               realized on its investments annually. The Fund's income from
               dividends and interest and any net realized short-term gains are
               paid to shareholders as ordinary income dividends. Net realized
               long-term gains are paid to shareholders as capital gains
               distributions. Dividends and capital gains distributions are
               normally declared and paid in December.
 
               HOW DISTRIBUTIONS AFFECT THE FUND'S NAV
 
               Distributions are paid to shareholders as of the record date of
               the distribution of the Fund, regardless of how long the shares
               have been held. Dividends and capital gains awaiting distribution
               are included in the Fund's daily NAV. The share price of the Fund
               drops by the amount of the distribution, net of any subsequent
               market fluctuations. As an example, assume that on December 31,
               the Fund declared a dividend in the amount of $0.25 per share. If
               the Fund's share price was $10.00 on December 30, the Fund's
               share price on December 31 would be $9.75, barring market
               fluctuations. Shareholders should be aware that distributions
               from a taxable mutual fund are not value-enhancing and may create
               income tax obligations.
 
               "BUYING A DIVIDEND"
 
               If you purchase shares of the Fund just before the distribution,
               you will pay the full price for the shares and receive a portion
               of the purchase price back as a taxable distribution. This is
               referred to as "buying a dividend." In the above example, if you
               bought shares on December 30, you would have paid $10.00 per
               share. On December 31, the Fund would pay you $0.25 per share as
               a dividend and your shares would now be worth $9.75 per share.
               Unless your account is set up as a tax-deferred account,
               dividends paid to you would be included in your gross income for
               tax purposes, even though you may not have participated in the
 
 34 Janus Olympus Fund
<PAGE> 
 
               increase in NAV of the Fund, whether or not you reinvested the
               dividends.
 
DISTRIBUTION OPTIONS
 
               When you open an account, you must specify on your application
               how you want to receive your distributions. You may change your
               distribution option at any time by writing the Fund at one of the
               addresses on page 14 or calling 1-800-525-3713. The Fund offers
               the following options:
 
               1. REINVESTMENT OPTION
               You may reinvest your income dividends and capital gains
               distributions in additional shares. This option is assigned
               automatically if no other choice is made.
 
               2. CASH OPTION
               You may receive your income dividends and capital gains
               distributions in cash.
 
               3. REINVEST AND CASH OPTION
               You may receive either your income dividends or capital gains
               distributions in cash and reinvest the other in additional
               shares.
 
               4. REDIRECT OPTION
               You may direct your dividends or capital gains to purchase shares
               of another Janus fund.
 
               The Fund reserves the right to reinvest into your account
               undeliverable and uncashed dividend and distribution checks that
               remain outstanding for six months in shares of the Fund at the
               NAV next computed after the check is cancelled. Subsequent
               distributions may also be reinvested.
 
TAXES
 
               As with any investment, you should consider the tax consequences
               of investing in the Fund. Any time you sell or exchange shares of
               a Fund in a taxable account, it is considered a taxable event.
               Depending on the purchase price and the sale price, you may have
               a gain or loss on the transaction. Any tax liabilities generated
               by your transactions are your responsibility.
 
                                                     Distributions and taxes  35
<PAGE> 
 
               The following discussion does not apply to tax-deferred accounts,
               nor is it a complete analysis of the federal tax implications of
               investing in the Fund. You may wish to consult your own tax
               adviser. Additionally, state or local taxes may apply to your
               investment, depending upon the laws of your state of residence.
 
               TAXES ON DISTRIBUTIONS
               Dividends and distributions by the Fund are subject to federal
               income tax, regardless of whether the distribution is made in
               cash or reinvested in additional shares of the Fund.
               Distributions may be taxable at different rates depending on the
               length of time the Fund holds a security. In certain states, a
               portion of the dividends and distributions (depending on the
               source of the Fund's income) may be exempt from state and local
               taxes. Information regarding the tax status of income dividends
               and capital gains distributions will be mailed to shareholders on
               or before January 31st of each year. Account tax information will
               also be sent to the IRS.
 
               TAXATION OF THE FUND
               Dividends, interest, and some capital gains received by the Fund
               on foreign securities may be subject to tax withholding or other
               foreign taxes. The Fund may from year to year make the election
               permitted under section 853 of the Internal Revenue Code to pass
               through such taxes to shareholders as a foreign tax credit. If
               such an election is not made, any foreign taxes paid or accrued
               will represent an expense to the Fund.
 
               The Fund does not expect to pay federal income or excise taxes
               because it intends to meet certain requirements of the Internal
               Revenue Code. It is important that the Fund meet these
               requirements so that any earnings on your investment will not be
               taxed twice.
 
 36 Janus Olympus Fund
<PAGE> 
                                                           Financial highlights
 
               The financial highlights table is intended to help you understand
               the Fund's financial performance through October 31st of each
               fiscal period shown. Items 1 through 9 reflect financial results
               for a single Fund share. The total returns in the table represent
               the rate that an investor would have earned (or lost) on an
               investment in the Fund (assuming reinvestment of all dividends
               and distributions). This information has been audited by
               PricewaterhouseCoopers LLP, whose report, along with the Fund's
               financial statements, are included in the Annual Report, which is
               available upon request and incorporated by reference into the
               SAI.
 
<TABLE>
<CAPTION>
                                      JANUS OLYMPUS FUND
- ----------------------------------------------------------------------------------------------
                                                          Periods ending October 31st
                                                          1998        1997      1996(1)
<S>                                                     <C>         <C>         <C>
  1. NET ASSET VALUE, BEGINNING OF PERIOD                $18.41      $14.86      $12.00
     INCOME FROM INVESTMENT OPERATIONS:
  2. Net investment income                                   --        0.04        0.13
  3. Net gains or (losses) on securities (both
     realized and unrealized)                              4.05        3.64        2.73
  4. Total from investment operations                      4.05        3.68        2.86
     LESS DISTRIBUTIONS:
  5. Dividends (from net investment income)                  --      (0.13)          --
  6. Dividends (in excess of net investment income)      (0.04)          --          --
  7. Distributions (from capital gains)                  (0.72)          --          --
  8. Total distributions                                 (0.76)      (0.13)          --
  9. NET ASSET VALUE, END OF PERIOD                      $21.70      $18.41      $14.86
 10. Total return*                                       $23.10      24.98%      23.83%
 11. Net assets, end of period (in millions)               $947        $616        $432
 12. Average net assets for the period (in millions)       $774        $517        $276
 13. Ratio of gross expenses to average net assets**      1.01%       1.06%       1.17%
 14. Ratio of net expenses to average net assets**        0.98%       1.03%       1.15%
 15. Ratio of net investment income/(loss) to
     average net assets**                               (0.21%)       0.26%       1.64%
 16. Portfolio turnover rate**                             123%        244%        303%
- ----------------------------------------------------------------------------------------------
</TABLE>
 
(1) Fiscal period from December 29, 1995 (inception) to October 31, 1996.
  * Total return is not annualized for periods of less than one full year.
 ** Annualized for periods of less than one full year.
 
                                                        Financial highlights  37
<PAGE> 
Glossary of investment terms
 
               This glossary provides a more detailed description of some of the
               types of securities and other instruments in which the Fund may
               invest. The Fund may invest in these instruments to the extent
               permitted by its investment objective and policies. The Fund is
               not limited by this discussion and may invest in any other types
               of instruments not precluded by the policies discussed elsewhere
               in this Prospectus. Please refer to the SAI for a more detailed
               discussion of certain instruments.
 
I. EQUITY AND DEBT SECURITIES
 
               BONDS are debt securities issued by a company, municipality,
               government or government agency. The issuer of a bond is required
               to pay the holder the amount of the loan (or par value of the
               bond) at a specified maturity and to make scheduled interest
               payments.
 
               COMMERCIAL PAPER is a short-term debt obligation with a maturity
               ranging from 1 to 270 days issued by banks, corporations and
               other borrowers to investors seeking to invest idle cash. The
               Fund may purchase commercial paper issued in private placements
               under Section 4(2) of the Securities Act of 1933.
 
               COMMON STOCKS are equity securities representing shares of
               ownership in a company, and usually carry voting rights and earns
               dividends. Unlike preferred stock, dividends on common stocks are
               not fixed but are declared at the discretion of the issuer's
               board of directors.
 
               CONVERTIBLE SECURITIES are preferred stocks or bonds that pay a
               fixed dividend or interest payment and are convertible into
               common stock at a specified price or conversion ratio.
 
               DEBT SECURITIES are equity securities representing money borrowed
               that must be repaid at a later date. Such securities have
               specific maturities and usually a specific rate of interest or an
               original purchase discount.
 
               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
 
 38 Janus Olympus Fund
<PAGE> 
 
               (Global or European Depositary Receipts) and broker-dealers
               (depositary shares).
 
               FIXED-INCOME SECURITIES are securities that pay a specified rate
               of return. The term generally includes short- and long-term
               government, corporate and municipal obligations that pay a
               specified rate of interest or coupons for a specified period of
               time, and preferred stock, which pays fixed dividends. Coupon and
               dividend rates may be fixed for the life of the issue or, in the
               case of adjustable and floating rate securities, for a shorter
               period.
 
               HIGH-YIELD/HIGH-RISK SECURITIES are securities that are rated
               below investment grade by the primary rating agencies (e.g., BB
               or lower by Standard & Poor's and Ba or lower by Moody's). Other
               terms commonly used to describe such securities include "lower
               rated bonds," "noninvestment grade bonds" and "junk bonds."
 
               MORTGAGE- AND ASSET-BACKED SECURITIES are shares in a pool of
               mortgages or other debt. These securities are generally pass-
               through securities, which means that principal and interest
               payments on the underlying securities (less servicing fees) are
               passed through to shareholders on a pro rata basis. These
               securities involve prepayment risk, which is the risk that the
               underlying mortgages or other debt may be refinanced or paid off
               prior to their maturities during periods of declining interest
               rates. In that case, the portfolio managers may have to reinvest
               the proceeds from the securities at a lower rate. Potential
               market gains on a security subject to prepayment risk may be more
               limited than potential market gains on a comparable security that
               is not subject to prepayment risk.
 
               PASSIVE FOREIGN INVESTMENT COMPANIES (PFICs) are any foreign
               corporations which generate certain amounts of passive income or
               hold certain amounts of assets for the production of passive
               income. Passive income includes dividends, interest, royalties,
               rents and annuities. To avoid taxes and interest that the Fund
               must pay if these investments are profitable, the Fund may make
               various elections permitted by the tax laws. These elections
               could require that the Fund recognize taxable income, which in
               turn
 
                                                Glossary of investment terms  39
<PAGE> 
 
               must be distributed, before the securities are sold and before
               cash is received to pay the distributions.
 
               PREFERRED STOCKS are equity securities that generally pay
               dividends at a specified rate and have preference over common
               stock in the payment of dividends and liquidation. Preferred
               stock generally does not carry voting rights.
 
               REPURCHASE AGREEMENTS involve the purchase of a security by the
               Fund and a simultaneous agreement by the seller (generally a bank
               or dealer) to repurchase the security from the Fund at a
               specified date or upon demand. This technique offers a method of
               earning income on idle cash. These securities involve the risk
               that the seller will fail to repurchase the security, as agreed.
               In that case, the Fund will bear the risk of market value
               fluctuations until the security can be sold and may encounter
               delays and incur costs in liquidating the security.
 
               REVERSE REPURCHASE AGREEMENTS involve the sale of a security by
               the Fund to another party (generally a bank or dealer) in return
               for cash and an agreement by the Fund to buy the security back at
               a specified price and time. This technique will be used primarily
               to provide cash to satisfy unusually heavy redemption requests,
               or for other temporary or emergency purposes.
 
               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.
 
 40 Janus Olympus Fund
<PAGE> 
 
               WARRANTS are securities, typically issued with preferred stocks
               or bonds, that give the holder the right to buy a proportionate
               amount of common stock at a specified price, usually at a price
               that is higher than the market price at the time of issuance of
               the warrant. The right may last for a period of years or
               indefinitely.
 
               WHEN-ISSUED, DELAYED DELIVERY AND FORWARD TRANSACTIONS generally
               involve the purchase of a security with payment and delivery at
               some time in the future - i.e., beyond normal settlement. The
               Fund does not earn interest on such securities until settlement
               and bears the risk of market value fluctuations in between the
               purchase and settlement dates. New issues of stocks and bonds,
               private placements and U.S. government securities may be sold in
               this manner.
 
II. FUTURES, OPTIONS AND OTHER DERIVATIVES
 
               FORWARD CONTRACTS are contracts to purchase or sell a specified
               amount of a financial instrument for an agreed upon price at a
               specified time. Forward contracts are not currently exchange
               traded and are typically negotiated on an individual basis. The
               Fund may enter into forward currency contracts to hedge against
               declines in the value of securities denominated in, or whose
               value is tied to, a currency other than the U.S. dollar or to
               reduce the impact of currency appreciation on purchases of such
               securities. It may also enter into forward contracts to purchase
               or sell securities or other financial indices.
 
               FUTURES CONTRACTS are contracts that obligate the buyer to
               receive and the seller to deliver an instrument or money at a
               specified price on a specified date. The Fund may buy and sell
               futures contracts on foreign currencies, securities and financial
               indices including interest rates or an index of U.S. government,
               foreign government, equity or fixed-income securities. The Fund
               may also buy options on futures contracts. An option on a futures
               contract gives the buyer the right, but not the obligation, to
               buy or sell a futures contract at a specified price on or before
               a specified date. Futures contracts and options on futures are
               standardized and traded on designated exchanges.
 
                                                Glossary of investment terms  41
<PAGE> 
 
               INDEXED/STRUCTURED SECURITIES are typically short- to
               intermediate-term debt securities whose value at maturity or
               interest rate is linked to currencies, interest rates, equity
               securities, indices, commodity prices or other financial
               indicators. Such securities may be positively or negatively
               indexed (i.e., their value may increase or decrease if the
               reference index or instrument appreciates). Indexed/structured
               securities may have return characteristics similar to direct
               investments in the underlying instrument and may be more volatile
               than the underlying instrument. The Fund bears the market risk of
               an investment in the underlying instrument, as well as the credit
               risk of the issuer.
 
               OPTIONS are the right, but not the obligation, to buy or sell a
               specified amount of securities or other assets on or before a
               fixed date at a predetermined price. The Fund may purchase and
               write put and call options on securities, securities indices and
               foreign currencies.
 
 42 Janus Olympus Fund
<PAGE> 
 
                       This page intentionally left blank
 
                                                                              43
<PAGE> 
 
                       This page intentionally left blank
 
 44
<PAGE> 
 
                       This page intentionally left blank
<PAGE> 
 
[JANUS LOGO]
          1-800-525-3713
          P.O. Box 173375
          Denver, Colorado 80217-3375
          janus.com
 
You can request other information, including a Statement of
Additional Information, Annual Report or Semiannual Report, free of
charge, by contacting Janus at 1-800-525-3713 or visiting our Web
site at janus.com. In the Fund's Annual Report, you will find a
discussion of the market conditions and investment strategies that
significantly affected the Fund's performance during its last fiscal
year. Other information is also available from financial
intermediaries that sell shares of the Fund.
 
The Statement of Additional Information provides detailed
information about the Fund and is incorporated into this Prospectus
by reference. You may review the Fund's Statement of Additional
Information at the Public Reference Room of the SEC or get text only
copies for a fee, by writing to or calling the Public Reference
Room, Washington, D.C. 20549-6009 (1-800-SEC-0330). You may obtain
the Statement of Additional Information for free from the SEC's Web
site at http://www.sec.gov.
 
              Investment Company Act File No. 811-1879
 
  3179
<PAGE> 
 
                                     
 
                                                     [JANUS LOGO]
 
                         Janus Special
                            Situations Fund
 
                                       PROSPECTUS
                                       FEBRUARY 17, 1999
 
                         THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED
                         OR DISAPPROVED OF THESE SECURITIES OR PASSED ON THE
                         ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
                         REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE> 
 
    [JANUS LOGO]
<PAGE> 
 
                                                               Table of contents
 
<TABLE>
                <S>                                               <C>
                RISK/RETURN SUMMARY
                   Janus Special Situations Fund................    2
                   Fees and expenses............................    5
                INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT
                STRATEGIES AND RISKS
                   Investment objective and principal investment
                   strategies...................................    6
                   General portfolio policies...................    8
                   Risks........................................   10
                SHAREHOLDER'S MANUAL
                   Minimum investments..........................   17
                   Types of account ownership...................   17
                   How to open your Janus account...............   19
                   How to purchase shares.......................   20
                   How to exchange shares.......................   22
                   How to redeem shares.........................   24
                   Shareholder services and account policies....   28
                MANAGEMENT OF THE FUND
                   Investment adviser...........................   33
                   Portfolio manager............................   34
                OTHER INFORMATION............... ...............   35
                DISTRIBUTIONS AND TAXES
                   Distributions................................   36
                   Taxes........................................   37
                FINANCIAL HIGHLIGHTS.............. .............   39
                GLOSSARY
                   Glossary of investment terms.................   40
 
</TABLE>
 
                                                            Table of contents  1
<PAGE> 
Risk return summary
 
JANUS SPECIAL SITUATIONS FUND
 
1. WHAT IS THE INVESTMENT OBJECTIVE OF JANUS SPECIAL SITUATIONS FUND?
 
               The Fund seeks capital appreciation.
 
               The Fund's Trustees may change this objective without a
               shareholder vote and the Fund will notify you of any changes that
               are material. If there is a material change in the Fund's
               objective or policies, you should consider whether the Fund
               remains an appropriate investment for you. There is no guarantee
               that the Fund will meet its objective.
 
2. WHAT ARE THE MAIN INVESTMENT STRATEGIES OF JANUS SPECIAL SITUATIONS FUND?
 
               The Fund invests primarily in common stocks selected for their
               capital appreciation potential. The Fund emphasizes stocks of
               "special situation" companies that the portfolio manager believes
               have been overlooked or undervalued by other investors. A
               "special situation" arises when, in the portfolio manager's
               opinion, securities of a particular company will appreciate in
               value due to a specific development. The portfolio manager pays
               particular attention to companies that he thinks have high free
               cash flows.
 
               The portfolio manager applies a "bottom up" approach in choosing
               investments. In other words, he looks for companies with earnings
               growth potential one at a time. If the portfolio manager is
               unable to find investments with earnings growth potential, a
               significant portion of the Fund's assets may be in cash or
               similar investments.
 
3. WHAT ARE THE MAIN RISKS OF INVESTING IN JANUS SPECIAL SITUATIONS FUND?
 
               The biggest risk of investing in this Fund is that its returns
               may vary and you could lose money. If you are considering
               investing in the Fund, remember that it is designed for long-term
               investors who can accept the risks of investing in a portfolio
               with significant common stock holdings. Common stocks tend to be
               more volatile than other investment choices.
 
               The value of the Fund's portfolio may decrease if the value of an
               individual company in the portfolio decreases. The value of the
               Fund's portfolio could also decrease if the stock market goes
 
 2 Janus Special Situations Fund
<PAGE> 
 
               down. If the value of the Fund's portfolio decreases, the Fund's
               net asset value (NAV) will also decrease which means if you sell
               your shares in the Fund you would get back less money.
 
               The Fund emphasizes investments in special situation companies
               which may not appreciate if an anticipated development does not
               occur or attract the anticipated attention. See "What is a
               'special situation'?" on page 7 for an explanation of what the
               portfolio manager may consider a special situation.
 
               The Fund is nondiversified. In other words, it may hold larger
               positions in a smaller number of securities than a diversified
               fund. As a result, a single security's increase or decrease in
               value may have a greater impact on the Fund's NAV and total
               return.
 
               An investment in the Fund is not a bank deposit and is not
               insured or guaranteed by the Federal Deposit Insurance
               Corporation or any other government agency.
 
                                                          Risk return summary  3
<PAGE> 
 
               The following information illustrates how the Fund's performance
               has varied over time. The bar chart depicts the change in the
               Fund's performance from year-to-year during the periods
               indicated. The table compares the Fund's average annual returns
               for the periods indicated to a broad-based securities market
               index.
 
               JANUS SPECIAL SITUATIONS FUND
 
A BAR CHART showing Annual Total Returns for Janus Special Situations Fund from
1997 through 1998:

               Annual returns for periods ended 12/31

                                         46.04%    25.31%
                                          1997      1998

Each percentage is represented by a bar of proportionate size with the actual 
total return printed above the bar.

               Best Quarter: 4th-1998 28.53%; Worst Quarter: 3rd-1998 (19.55%)
 
<TABLE>
<CAPTION>
                          Average annual total return for periods ended 12/31/98
                          ------------------------------------------------------
                                                                            Since Inception
                                                                   1 year     (12/31/96)
                <S>                                                <C>      <C>                
                Janus Special Situations Fund                      25.31%       35.28%
                S&P 500 Index*                                     28.74%       31.03%
                                                               -----------------------
</TABLE>
 
                * The S&P 500 is the Standard & Poor's Composite Index of 500
                  Stocks, a widely recognized, unmanaged index of common stock
                  prices.
 
               The Fund's past performance does not necessarily indicate how it
               will perform in the future.
 
 4 Janus Special Situations Fund
<PAGE> 
 
FEES AND EXPENSES
 
               SHAREHOLDER FEES, such as sales loads, redemption fees or
               exchange fees, are charged directly to an investor's account. All
               Janus funds are no-load investments, so you will not pay any
               shareholder fees when you buy or sell shares of the Fund.
 
               ANNUAL FUND OPERATING EXPENSES are paid out of the Fund's assets
               and include fees for portfolio management, maintenance of
               shareholder accounts, shareholder servicing, accounting and other
               services. You do not pay these fees directly but, as the example
               below shows, these costs are borne indirectly by all
               shareholders.
 
               This table describes the fees and expenses that you may pay if
               you buy and hold shares of the Fund. It is based upon gross
               expenses (without the effect of expense offset arrangements) for
               the fiscal year ended October 31, 1998.
 
<TABLE>
<CAPTION>
                                                     Janus Special Situations Fund
   <S>                                               <C>                           
   Management Fee                                                 0.70%
   Other Expenses                                                 0.38%
   Total Annual Fund Operating Expenses                           1.08%
</TABLE>
 
- --------------------------------------------------------------------------------
  EXAMPLE:
  This example is intended to help you compare the cost of investing in the
  Fund with the cost of investing in other mutual funds. The example
  assumes that you invest $10,000 in the Fund for the time periods
  indicated then redeem all of your shares at the end of those periods. The
  example also assumes that your investment has a 5% return each year and
  that the Fund's operating expenses remain the same. Although your actual
  costs may be higher or lower, based on these assumptions your costs would
  be:
 
<TABLE>
<CAPTION>
                                             1 Year    3 Years    5 Years    10 Years
                                             ----------------------------------------
   <S>                                       <C>       <C>        <C>        <C>     
   Janus Special Situations Fund              $110      $343       $595       $1,317
</TABLE>
 
                                                          Risk return summary  5
<PAGE> 
Investment objective, principal
           investment strategies
           and risks
 
               This section takes a closer look at the investment objective of
               the Fund, its principal investment strategies and certain risks
               of investing in the Fund. Strategies and policies that are noted
               as "fundamental" cannot be changed without a shareholder vote.
 
               Please carefully review the "Risks" section of this Prospectus on
               pages 10-12 for a discussion of risks associated with certain
               investment techniques. We've also included a Glossary with
               descriptions of investment terms used throughout this Prospectus.
 
INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES
 
               Janus Special Situations Fund seeks capital appreciation. It
               pursues its objective by investing primarily in common stocks
               selected for their capital appreciation potential. The Fund
               emphasizes stocks of "special situation" companies that the
               portfolio manager believes have been overlooked or undervalued by
               other investors. A "special situation" arises when, in the
               portfolio manager's opinion, securities of a particular company
               will appreciate in value due to a specific development. The
               portfolio manager pays particular attention to companies that he
               thinks may have high free cash flows.
 
The following questions and answers are designed to help you better understand
the Fund's principal investment strategies.
 
1. HOW ARE COMMON STOCKS SELECTED?
 
               The Fund may invest substantially all of its assets in common
               stocks if its portfolio manager believes that common stocks will
               appreciate in value. The portfolio manager generally takes a
               "bottom up" approach to selecting companies. In other words, he
               seeks to identify individual companies with earnings growth
               potential that may not be recognized by the market at large. He
               makes this assessment by looking at companies one at a time,
               regardless of size, country of organization, place of principal
               business activity, or other similar selection criteria.
               Realization of
 
 6 Janus Special Situations Fund
<PAGE> 
 
               income is not a significant consideration when choosing
               investments for the Fund. Income realized on the Fund's
               investments will be incidental to its objective.
 
2. ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?
 
               Generally, yes. The portfolio manager seeks companies that meet
               his selection criteria regardless of where a company is located.
               Foreign securities are generally selected on a stock-by-stock
               basis without regard to any defined allocation among countries or
               geographic regions. However, certain factors such as expected
               levels of inflation, government policies influencing business
               conditions, the outlook for currency relationships, and prospects
               for economic growth among countries, regions or geographic areas
               may warrant greater consideration in selecting foreign
               securities. There are no limitations on the countries in which
               the Fund may invest and the Fund may at times have significant
               foreign exposure.
 
3. WHAT IS A "SPECIAL SITUATION"?
 
               The Fund emphasizes investments in special situations. A special
               situation arises when the portfolio manager believes that the
               securities of an issuer will be recognized and appreciate in
               value due to a specific development with respect to that issuer.
               Special situations may include significant changes in a company's
               allocation of its existing capital, a restructuring of assets, or
               a redirection of free cash flows. For example, issuers undergoing
               significant capital changes may include companies involved in
               spin-offs, sales of divisions, mergers or acquisitions, companies
               emerging from bankruptcy, or companies initiating large changes
               in their debt to equity ratio. Companies that are redirecting
               cash flows may be reducing debt, repurchasing shares or paying
               dividends. Special situations may also result from (i)
               significant changes in industry structure through regulatory
               developments or shifts in competition; (ii) a new or improved
               product, service, operation or technological advance; (iii)
               changes in senior management; and (iv) significant changes in
               cost structure. The Fund's performance could suffer if the
               anticipated development in
 
              Investment objective, principal investment strategies and risks  7
<PAGE> 
 
               a "special situation" investment does not occur or does not
               attract the expected attention.
 
GENERAL PORTFOLIO POLICIES
 
               In investing its portfolio assets, the Fund will follow the
               general policies listed below. The percentage limitations
               included in these policies and elsewhere in this Prospectus apply
               only at the time of purchase of the security. So, for example, if
               the Fund exceeds a limit as a result of market fluctuations or
               the sale of securities, it will not be required to dispose of any
               securities.
 
               CASH POSITION
               When the Fund's portfolio manager believes that market conditions
               are unfavorable for profitable investing, or when he is otherwise
               unable to locate attractive investment opportunities, the Fund's
               cash or similar investments may increase. In other words, the
               Fund does not always stay fully invested in stocks. Cash or
               similar investments generally are a residual - they represent the
               assets that remain after the portfolio manager has committed
               available assets to desirable investment opportunities. However,
               the portfolio manager may also temporarily increase the Fund's
               cash position to protect its assets or maintain liquidity. When
               the Fund's investments in cash or similar investments increase,
               it may not participate in market advances or declines to the same
               extent that it would if the Fund remained more fully invested in
               stocks.
 
               OTHER TYPES OF INVESTMENTS
               The Fund invests primarily in domestic and foreign equity
               securities, which may include preferred stocks, common stocks,
               warrants and securities convertible into common or preferred
               stocks, but it may also invest to a lesser degree in other types
               of securities. These securities (which are described in the
               Glossary) may include:
 
               - debt securities
 
               - indexed/structured securities
 
               - high-yield/high-risk securities (less than 35% of the Fund's
                 assets)
 
 8 Janus Special Situations Fund
<PAGE> 
 
               - options, futures, forwards and other types of derivatives for
                 hedging purposes or for non-hedging purposes such as seeking to
                 enhance return
 
               - securities purchased on a when-issued, delayed delivery or
                 forward commitment basis
 
               ILLIQUID INVESTMENTS
               The Fund may invest up to 15% of its net assets in illiquid
               investments. An illiquid investment is a security or other
               position that cannot be disposed of quickly in the normal course
               of business. For example, some securities are not registered
               under the U.S. securities laws and cannot be sold to the U.S.
               public because of SEC regulations (these are known as "restricted
               securities"). Under procedures adopted by the Fund's Trustees,
               certain restricted securities may be deemed liquid, and will not
               be counted toward this 15% limit.
 
               FOREIGN SECURITIES
               The Fund may invest without limit in foreign equity and debt
               securities. The Fund may invest directly in foreign securities
               denominated in a foreign currency and not publicly traded in the
               United States. Other ways of investing in foreign securities
               include depositary receipts or shares, and passive foreign
               investment companies.
 
               PORTFOLIO TURNOVER
               The Fund generally intends to purchase securities for long-term
               investment although, to a limited extent, the Fund may purchase
               securities in anticipation of relatively short-term price gains.
               Short-term transactions may also result from liquidity needs,
               securities having reached a price or yield objective, changes in
               interest rates or the credit standing of an issuer, or by reason
               of economic or other developments not foreseen at the time of the
               investment decision. The Fund may also sell one security and
               simultaneously purchase the same or a comparable security to take
               advantage of short-term differentials in bond yields or
               securities prices. Changes are made in the Fund's portfolio
               whenever its portfolio manager
 
              Investment objective, principal investment strategies and risks  9
<PAGE> 
 
               believes such changes are desirable. Portfolio turnover rates are
               generally not a factor in making buy and sell decisions.
 
               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. Higher costs
               associated with increased portfolio turnover may offset gains in
               the Fund's performance.
 
RISKS
 
               Because the Fund may invest substantially all of its assets in
               common stocks, the main risk is the risk that the value of the
               stocks it holds might decrease in response to the activities of
               an individual company or in response to general market and/or
               economic conditions. If this occurs, the Fund's share price may
               also decrease. The Fund's performance may also be affected by
               risks specific to certain types of investments, such as foreign
               securities, derivative investments, non-investment grade debt
               securities or companies with relatively small market
               capitalizations.
 
The following questions and answers are designed to help you better understand
some of the risks of investing in the Fund.
 
1. THE FUND MAY INVEST IN SMALLER OR NEWER COMPANIES. DOES THIS CREATE ANY
   SPECIAL RISKS?
 
               Many attractive investment opportunities may be smaller, start-up
               companies offering emerging products or services. Smaller or
               newer companies may suffer more significant losses as well as
               realize more substantial growth than larger or more established
               issuers because they may lack depth of management, be unable to
               generate funds necessary for growth or potential development, or
               be developing or marketing new products or services for which
               markets are not yet established and may never become established.
               In addition, such companies may be insignificant factors in their
               industries and may become subject to intense competition from
               larger or more established companies. Securities of smaller or
               newer companies may have more limited trading markets than the
               markets for securities of larger or more
 
 10 Janus Special Situations Fund
<PAGE> 
 
               established issuers, and may be subject to wide price
               fluctuations. Investments in such companies tend to be more
               volatile and somewhat more speculative.
 
2. HOW DOES THE NONDIVERSIFIED STATUS OF THE FUND AFFECT ITS RISK?
 
               Diversification is a way to reduce risk by investing in a broad
               range of stocks or other securities. A "nondiversified" fund has
               the ability to take larger positions in a smaller number of
               issuers. Because the appreciation or depreciation of a single
               stock may have a greater impact on the NAV of a nondiversified
               fund, its share price can be expected to fluctuate more than a
               comparable diversified fund. This fluctuation, if significant,
               may affect the performance of the Fund.
 
3. I'VE HEARD A LOT ABOUT HOW THE CHANGE TO THE YEAR 2000 COULD AFFECT COMPUTER
   SYSTEMS. DOES THIS CREATE ANY SPECIAL RISKS?
 
               The portfolio manager carefully researches each potential
               investment before making an investment decision and, among other
               things, considers Year 2000 readiness when selecting portfolio
               holdings. However, there is no guarantee that the information the
               portfolio manager receives regarding a company's Year 2000
               readiness is completely accurate. If a company has not
               satisfactorily addressed Year 2000 issues, the Fund's performance
               could suffer.
 
4. HOW COULD THE FUND'S INVESTMENTS IN FOREIGN SECURITIES AFFECT ITS
   PERFORMANCE?
 
               The Fund may invest without limit in foreign securities either
               indirectly (e.g., depositary receipts) or directly in foreign
               markets. Investments in foreign securities, including those of
               foreign governments, may involve greater risks than investing in
               domestic securities because the Fund's performance may depend on
               issues other than the performance of a particular company. These
               issues include:
 
               - currency risk
 
               - political and economic risk
 
             Investment objective, principal investment strategies and risks  11
<PAGE> 
 
               - regulatory risk
 
               - market risk
 
               - transaction costs
 
               These risks are described in the SAI.
 
5. ARE THERE SPECIAL RISKS ASSOCIATED WITH INVESTMENTS IN HIGH-YIELD/HIGH-RISK
   SECURITIES?
 
               High-yield/high-risk securities (or "junk" bonds) are securities
               rated below investment grade by the primary rating agencies such
               as Standard & Poor's and Moody's. The value of lower quality
               securities generally is more dependent on credit risk, or the
               ability of the issuer to meet interest and principal payments,
               than investment grade debt securities. Issuers of high-yield
               securities may not be as strong financially as those issuing
               bonds with higher credit ratings and are more vulnerable to real
               or perceived economic changes, political changes or adverse
               developments specific to the issuer.
 
               Please refer to the SAI for a description of bond rating
               categories.
 
6. HOW DOES THE FUND TRY TO REDUCE RISK?
 
               The Fund may use futures, options and other derivative
               instruments to "hedge" or protect its portfolio from adverse
               movements in securities prices and interest rates. The Fund may
               also use a variety of currency hedging techniques, including
               forward currency contracts, to manage exchange rate risk. The
               Fund believes the use of these instruments will benefit the Fund.
               However, the Fund's performance could be worse than if the Fund
               had not used such instruments if the portfolio manager's
               judgement proves incorrect. Risks associated with the use of
               derivative instruments are described in the SAI.
 
 12 Janus Special Situations Fund
<PAGE> 
 
                       This page intentionally left blank
 
                                                                              13
<PAGE> 
 
Janus Special Situations Fund
<PAGE> 
 
                   Shareholder's
                   Manual
 
                   This section will help you become
                   familiar with the different types
                   of accounts you can establish with
                   Janus. It also explains in detail
                   the wide array of services and
                   features you can establish on your
                   account, as well as account
                   policies and fees that may apply
                   to your account. Account policies
                   (including fees), services and
                   features may be modified or
                   discontinued without shareholder
                   approval or prior notice.
 
                                                    [JANUS LOGO]
<PAGE> 
 
HOW TO GET IN TOUCH WITH JANUS
 
               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: Monday-Friday 7:00 a.m. to 6:00 p.m.
               Mountain time and Saturday 9:00 a.m. to 1:00 p.m. Mountain time.
 
               100 Fillmore Street, Suite 100
               Denver, CO 80206
 
               3773 Cherry Creek North Drive, Suite 101
               Denver, CO 80209
 
 QUICK ADDRESS AND TELEPHONE REFERENCE
- --------------------------------------------------------------------------------
 
<TABLE>
  <S>                                           <C>
  MAILING ADDRESS                               JANUS XPRESSLINE(TM)
  Janus                                         1-888-979-7737
  P.O. Box 173375                               For 24-hour access to account
  Denver, CO 80217-3375                         and fund information,
                                                exchanges, purchases and
  FOR OVERNIGHT CARRIER                         redemptions, automated daily
  Janus                                         quotes on fund share prices,
  Suite 101                                     yields and total returns.
  3773 Cherry Creek North Drive
  Denver, CO 80209-3811                         TDD
                                                1-800-525-0056
  INVESTOR SERVICE REPRESENTATIVES              A telecommunications device
  If you have any questions while reading       for our hearing- and
  this Prospectus, please call one of our       speech-impaired shareholders.
  Investor Service Representatives at
  1-800-525-3713 Monday-Friday: 8:00            JANUS LITERATURE LINE
  a.m.-8:00 p.m., and Saturday: 10:00           1-800-525-8983
  a.m.-4:00 p.m., New York time.                To request a prospectus,
                                                shareholder reports or
  JANUS INTERNET ADDRESS                        marketing materials 24 hours a
  janus.com                                     day.
</TABLE>
 
 16 Janus Special Situations Fund
<PAGE> 
 
MINIMUM INVESTMENTS*
- ---------------------------------------------
 
<TABLE>
<S>                                 <C>
To open a new regular account        $2,500

To open a new retirement,
education or UGMA/UTMA account       $  500

To open a new regular account with
an Automatic Investment Program      $  500**

To add to any type of an account     $  100+
</TABLE>
 
 * The Fund reserves the right to
   change the amount of these
   minimums from time to time or
   to waive them in whole or in
   part for certain types of
   accounts.
** An Automatic Investment Program
   requires a $100 minimum
   automatic investment per month
   until the account balance
   reaches $2,500.
 + The minimum subsequent
   investment for IRA UGMA/UTMA
   accounts is $50.
 
TYPES OF ACCOUNT OWNERSHIP
 
               If you are investing in the Fund for the first time, you will
               need to establish an account. You can establish the following
               types of accounts by completing a New Account Application. To
               request an application, call 1-800-525-3713 or visit our Web site
               at janus.com to download an application.
 
               INDIVIDUAL OR JOINT OWNERSHIP
               Individual accounts are owned by one person. Joint accounts have
               two or more owners.
 
               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.
 
               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.
 
                                                        Shareholder's manual  17
<PAGE> 
 
               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.
 
TAX-DEFERRED ACCOUNTS
 
               If you are eligible, you may set up one or more tax-deferred
               accounts. A tax-deferred account allows you to shelter your
               investment income and capital gains from current income taxes. A
               contribution to certain of these plans may also be tax
               deductible. Tax-deferred accounts include retirement plans
               described below and the Education IRA. Distributions from these
               plans are generally subject to income tax and may be subject to
               an additional tax if withdrawn prior to age 59 1/2 or used for a
               nonqualifying purpose. Investors should consult their tax adviser
               or legal counsel before selecting a tax-deferred account.
 
               Investors Fiduciary Trust Company serves as custodian for the
               tax-deferred accounts offered by the Fund. You will be charged an
               annual account maintenance fee of $12 for each taxpayer
               identification number no matter how many tax-deferred accounts
               you have with Janus. You may pay the fee by check or have it
               automatically deducted from your account (usually in December).
               The custodian reserves the right to change the amount of this fee
               or to waive it in whole or in part for certain types of accounts.
 
               The following plans require a special application. For an
               application and more details about our Retirement Plans, call
               1-800-525-3713.
 
               TRADITIONAL AND ROTH INDIVIDUAL RETIREMENT ACCOUNTS
               Both types of IRAs allow most individuals 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 more complete information regarding the
               different types of IRAs.
 
 18 Janus Special Situations Fund
<PAGE> 
 
               EDUCATION IRA
               This plan allows individuals, subject to certain income
               limitations, to contribute up to $500 annually on behalf of any
               child under the age of 18. Please refer to the Janus IRA booklet
               for more complete information regarding the Education IRA.
 
               SIMPLIFIED EMPLOYEE PENSION PLAN
               This plan allows small business owners (including sole
               proprietors) to make tax-deductible contributions for themselves
               and any eligible employee(s). A SEP requires an IRA (a SEP-IRA)
               to be set up for each SEP participant.
 
               PROFIT SHARING OR MONEY PURCHASE PENSION PLAN
               These plans are open to corporations, partnerships and sole
               proprietors to benefit their employees and themselves.
 
               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.
 
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 and make your check payable to Janus. The Fund is
               available only to U.S. citizens or residents, and your
               application will be returned to you if you do not meet these
               criteria. Send all items to one of addresses listed in the "Quick
               Address and Telephone Reference" on page 16.
 
                                                        Shareholder's manual  19
<PAGE> 
 
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:
 
               - Cash, credit cards, third party checks and credit card checks
                 will not be accepted.
 
               - All purchases must be made in U.S. dollars.
 
               - Checks must be drawn on a U.S. bank and made payable to Janus.
 
               - If a check does not clear your bank, the Fund reserves the
                 right to cancel the purchase.
 
               - If the Fund is unable to debit your predesignated bank account
                 on the day of purchase, it may make additional attempts or
                 cancel the purchase.
 
               - The Fund reserves the right to reject any specific purchase
                 request.
 
               If your purchase is cancelled you will be responsible for any
               losses or fees imposed by your bank and losses that may be
               incurred as a result of any decline in the value of the cancelled
               purchase. The Fund (or its agents) has the authority to redeem
               shares in your account(s) to cover any such losses due to
               fluctuations in share price. Any profit on such cancellation will
               accrue to the Fund.
 
               ONCE YOU HAVE OPENED YOUR JANUS ACCOUNT, THE MINIMUM AMOUNT FOR
               AN ADDITIONAL INVESTMENT IS $100 ($50 FOR IRAS OR UGMA/UTMA
               ACCOUNTS). 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
 
 20 Janus Special Situations Fund
<PAGE> 
 
               rollover or a current or prior year contribution. Send your check
               made payable to Janus 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. To purchase
               shares by telephone, call an Investor Service Representative at
               1-800-525-3713 during normal business hours or call the Janus
               XpressLine, 1-888-979-7737, for access to this option 24 hours a
               day. 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.
 
               BY INTERNET
 
               You must pre-establish the "Telephone Purchase of Shares Option"
               to make a purchase on our Web site at janus.com. If you have
               questions, please call 1-800-975-9932 to speak to a Janus
               representative.
 
               AUTOMATIC INVESTMENT PROGRAMS
 
               Janus offers several automatic investment programs to help you
               achieve your financial goals as simply and conveniently as
 
                                                        Shareholder's manual  21
<PAGE> 
 
               possible. You may open a new account with a $500 initial purchase
               and $100 automatic subsequent investments.
 
               AUTOMATIC MONTHLY INVESTMENT PROGRAM
               You select the day each month that your money ($100 minimum) will
               be electronically transferred from your bank account to your Fund
               account. To establish this option, complete the "Automatic
               Monthly Investment Program" section on the application and attach
               a "voided" check from your bank account. If your Fund account is
               already established, call 1-800-525-3713 to request the
               appropriate form.
 
               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.
 
               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 26.
 
               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
 
 22 Janus Special Situations Fund
<PAGE> 
 
               or call the Janus XpressLine, 1-888-979-7737, for access to this
               option 24 hours a day.
 
               BY SYSTEMATIC EXCHANGE
 
               As noted above, you may establish a Systematic Exchange for as
               little as $100 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.
 
               BY INTERNET
 
               Exchanges may also be made on our Web site at janus.com.
 
               EXCHANGE POLICIES
 
               - 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.
 
               - Exchanges between existing accounts must meet the $100
                 subsequent investment requirement.
 
               - You may make four exchanges out of the Fund during a calendar
                 year (exclusive of Systematic Exchanges). Exchanges in excess
                 of this limit may be subject to an exchange fee or may result
                 in termination of the exchange privilege.
 
               - The Fund reserves the right to reject any exchange request and
                 to modify or terminate the exchange privilege at any time. For
                 example, the Fund may reject exchanges from accounts engaged in
                 or known to engage in trading in excess of the limit above
                 (including market timing transactions).
 
               - Exchanges between accounts will be accepted only if the
                 registrations are identical.
 
                                                        Shareholder's manual  23
<PAGE> 
 
               - If the shares you are exchanging are held in certificate form,
                 you must return the certificate to the Fund prior to making any
                 exchanges.
 
               - Be sure to read the prospectus for the fund into which you are
                 exchanging.
 
               - 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.
 
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. The
               redemption may be suspended for 10 days following an address
               change unless a signature guarantee is provided.
 
               IN WRITING
 
               To request a redemption in writing, please follow the
               instructions for written requests noted on page 26.
 
               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 request redemptions daily
               from your account by calling 1-800-525-3713 by the close of the
               regular trading session of the New York Stock Exchange ("NYSE")
               normally 4:00 p.m. New York time. You may also use Janus
               XpressLine, 1-888-979-7737, for access to this option 24 hours a
               day. (There is a daily limit of $100,000 per account for
               redemptions payable by check.)
 
 24 Janus Special Situations Fund
<PAGE> 
 
               BY INTERNET
 
               Redemptions may also be made on our Web site at janus.com.
 
               SYSTEMATIC REDEMPTION OPTION
 
               The Systematic Redemption Option allows you to redeem a specific
               dollar amount from your Fund account on a regular basis. For more
               information or to request the appropriate form, please call
               1-800-525-3713.
 
PAYMENT OF REDEMPTION PROCEEDS
 
               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.
 
               BY ELECTRONIC TRANSFER
               If you have established the electronic redemption option, your
               redemption proceeds can be electronically transferred to your
               predesignated bank account on the next bank business day after
               receipt of your redemption request (wire transfer) or the second
               bank business day after receipt of your redemption request (ACH
               transfer). Wire transfers will be charged an $8 fee per wire and
               your bank may charge an additional fee to receive the wire. ACH
               transfers are made free of charge. Wire redemptions are not
               available for retirement accounts.
 
               If you would like to establish the electronic redemption option
               on an existing account, please call 1-800-525-3713 to request the
               appropriate form.
 
               IF THE SHARES BEING REDEEMED WERE PURCHASED BY CHECK, TELEPHONE,
               ON OUR WEB SITE, OR THROUGH THE AUTOMATIC MONTHLY INVESTMENT
               PROGRAM, THE FUND MAY DELAY THE PAYMENT OF YOUR REDEMPTION
               PROCEEDS FOR UP TO 15 DAYS FROM THE DAY OF PURCHASE TO ALLOW THE
               PURCHASE TO CLEAR. Unless you provide alternate instructions,
               your proceeds will be invested in Janus
 
                                                        Shareholder's manual  25
<PAGE> 
 
               Money Market Fund - Investor Shares during the 15 day hold
               period.
 
WRITTEN INSTRUCTIONS
 
               To redeem all or part of your shares in writing, your request
               should be sent to one of the addresses listed on page 16 and must
               include the following information:
 
               - the name of the Fund
 
               - the account number
 
               - the amount of money or number of shares being redeemed or
                 exchanged
 
               - the name(s) on the account registration
 
               - the signature(s) of all registered account owners
 
               - your daytime telephone number
 
               SIGNATURE REQUIREMENTS BASED ON ACCOUNT TYPE
 
               INDIVIDUAL, JOINT TENANTS, TENANTS IN COMMON
               Written instructions must be signed by each shareholder, exactly
               as the names appear in the account registration.
 
               UGMA OR UTMA
               Written instructions must be signed by the custodian in his/her
               capacity as it appears in the account registration.
 
               SOLE PROPRIETOR, GENERAL PARTNER
               Written instructions must be signed by an authorized individual
               in his/her capacity as it appears on the account registration.
 
               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.
 
 26 Janus Special Situations Fund
<PAGE> 
 
               TRUST
               Written instructions must be signed by the trustee(s). If the
               name(s) of the current trustee(s) does not appear in the account
               registration, a certificate of incumbency dated within 60 days
               must also be submitted.
 
               IRA
               Written instructions must be signed by the account owner. If you
               do not want federal income tax withheld from your redemption, you
               must state that you elect not to have such withholding apply. In
               addition, your instructions must state whether the distribution
               is normal (after age 59 1/2) or premature (before age 59 1/2)
               and, if premature, whether any exceptions such as death or
               disability apply with regard to the 10% additional tax on early
               distributions.
 
SIGNATURE GUARANTEE
 
               In addition to the signature requirements, A SIGNATURE GUARANTEE
               IS ALSO REQUIRED if any of the following is applicable:
 
               - You request a redemption by check that exceeds $100,000.
 
               - You would like the check made payable to anyone other than the
                 shareholder(s) of record.
 
               - You would like the check mailed to an address which has been
                 changed within 10 days of the redemption request.
 
               - You would like the check mailed to an address other than the
                 address of record.
 
               THE FUND RESERVES THE RIGHT TO REQUIRE A SIGNATURE GUARANTEE
               UNDER OTHER CIRCUMSTANCES OR TO REJECT OR DELAY A REDEMPTION ON
               CERTAIN LEGAL GROUNDS. FOR MORE INFORMATION PERTAINING TO
               SIGNATURE GUARANTEES, PLEASE CALL 1-800-525-3713.
 
               HOW TO OBTAIN A SIGNATURE GUARANTEE
 
               A signature guarantee assures that a signature is genuine. The
               signature guarantee protects shareholders from unauthorized
               account transfers. The following financial institutions may
               guaran-
 
                                                        Shareholder's manual  27
<PAGE> 
 
               tee signatures: banks, savings and loan associations, trust
               companies, credit unions, broker-dealers, and member firms of a
               national securities exchange. Call your financial institution to
               see if they have the ability to guarantee a signature. A
               signature guarantee cannot be provided by a notary public.
 
               If you live outside the United States, a foreign bank properly
               authorized to do business in your country of residence or a U.S.
               consulate may be able to authenticate your signature.
 
PRICING OF FUND SHARES
 
               All purchases, redemptions and exchanges will be processed at the
               NAV next calculated after your request is received and accepted
               by the Fund (or the Fund's agent or authorized designee). The
               Fund's NAV is calculated at the close of the regular trading
               session of the NYSE (normally 4:00 p.m. New York time) each day
               that the NYSE is open. The NAV of Fund shares is not determined
               on days the NYSE is closed (generally, New Year's Day, Martin
               Luther King Day, Presidents' Day, Good Friday, Memorial Day,
               Independence Day, Labor Day, Thanksgiving and Christmas). In
               order to receive a day's price, your order must be received by
               the close of the regular trading session of the NYSE. Securities
               are valued at market value or, if a market quotation is not
               readily available, at their fair value determined in good faith
               under procedures established by and under the supervision of the
               Trustees. Short-term instruments maturing within 60 days are
               valued at amortized cost, which approximates market value. See
               the SAI for more detailed information.
 
SHAREHOLDER SERVICES AND ACCOUNT POLICIES
 
               JANUS XPRESSLINE(TM)
 
               Janus XpressLine, our electronic telephone service, offers you
               24-hour access by TouchTone(TM) telephone to obtain information
               on account balances, Fund performance or dividends. You can also
               make exchanges, purchases and redemptions in existing accounts,
               request literature about any Janus fund, or order duplicate
 
 28 Janus Special Situations Fund
<PAGE> 
 
               statements. Janus XpressLine is accessed by calling
               1-888-979-7737. Calls are limited to five minutes.
 
               JANUS WEB SITE
 
               Janus maintains a Web site located at janus.com. You can
               purchase, exchange and redeem shares and access information such
               as your account balance and the Fund's NAV through the Web site.
               In order to engage in transactions on our Web site, you must
               authorize us to transmit account information online and accept
               online instructions (see janus.com and follow the procedures
               accordingly). You may also need to have bank account information,
               wire instructions or other options established on your account.
               The Fund and its agents will not be responsible for any losses
               resulting from unauthorized transactions on our Web site when
               procedures designed for engaging in such transactions are
               followed. If you have questions, please call 1-800-975-9932 to
               speak to a Janus representative.
 
               ACCOUNT MINIMUMS
 
               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, for purposes of this policy,
               accounts will be valued in September, and 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.
 
                                                        Shareholder's manual  29
<PAGE> 
 
               TRANSACTIONS THROUGH PROCESSING ORGANIZATIONS
 
               You may purchase or sell Fund shares through a broker-dealer,
               bank or other financial institution, or an organization that
               provides recordkeeping and consulting services to 401(k) plans or
               other employee benefit plans (a "Processing Organization").
               Processing Organizations may charge you a fee for this service
               and may require different minimum initial and subsequent
               investments than the Fund. Processing Organizations may also
               impose other charges or restrictions different from those
               applicable to shareholders who invest in the Fund directly. A
               Processing Organization, rather than its customer, may be the
               shareholder of record of your shares. The Fund is not responsible
               for the failure of any Processing Organization to carry out its
               obligations to its customers. Certain Processing Organizations
               may receive compensation from Janus Capital or its affiliates and
               certain Processing Organizations may receive compensation from
               the Fund for shareholder recordkeeping and similar services.
 
               TAXPAYER IDENTIFICATION NUMBER
 
               On your application or other appropriate form, you will be asked
               to certify that your Social Security or taxpayer identification
               number is correct and that you are not subject to backup
               withholding for failing to report income to the IRS. If you are
               subject to the 31% backup withholding or you did not certify your
               taxpayer identification number, the IRS requires the Fund to
               withhold 31% of any dividends paid and redemption or exchange
               proceeds. In addition to the 31% backup withholding, you may be
               subject to a $50 fee to reimburse the Fund for any penalty that
               the IRS may impose.
 
               SHARE CERTIFICATES
 
               Most shareholders choose not to hold their shares in certificate
               form because account transactions such as exchanges and
               redemptions cannot be completed until the certificate has been
               returned to the Fund. The Fund will issue share certificates upon
               written request only and reserves the right to charge a fee for
               this service.
 
 30 Janus Special Situations Fund
<PAGE> 
 
               Share certificates will not be issued until the shares have been
               held for at least 15 days and will not be issued for accounts
               that do not meet the minimum investment requirements. Share
               certificates cannot be issued for retirement accounts. In
               addition, if the certificate is lost, there may be a replacement
               charge.
 
               INVOLUNTARY REDEMPTIONS
 
               The Fund reserves the right to close an account if the
               shareholder is deemed to engage in activities which are illegal
               or otherwise believed to be detrimental to the Fund.
 
               TELEPHONE TRANSACTIONS
 
               You may initiate many transactions by telephone. The Fund and its
               agents will not be responsible for any losses resulting from
               unauthorized transactions when procedures designed to verify the
               identity of the caller are followed.
 
               It may be difficult to reach an Investor Service Representative
               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, calling the Janus XpressLine or visiting our Web site.
 
               TEMPORARY SUSPENSION OF SERVICES
 
               The Fund or its agents may, in case of emergency, temporarily
               suspend telephone transactions or other shareholder services.
 
               ADDRESS CHANGES
 
               To change the address on your account, call 1-800-525-3713 or
               send a written request signed by all account owners. Include the
               name of the Fund, the account number(s), the name(s) on the
               account and both the old and new addresses. Certain options may
               be suspended for 10 days following an address change unless a
               signature guarantee is provided.
 
                                                        Shareholder's manual  31
<PAGE> 
 
               REGISTRATION CHANGES
 
               To change the name on an account, the shares are generally
               transferred to a new account. In some cases, legal documentation
               may be required. For more information call 1-800-525-3713.
 
               STATEMENTS AND REPORTS
 
               Investors participating in an automatic investment program will
               receive quarterly confirmations of all transactions. Dividend
               information will be distributed annually. In addition, the Fund
               will send you an immediate transaction confirmation statement
               after every non-systematic transaction.
 
               The Fund produces financial reports, which include a list of the
               Fund's portfolio holdings, semiannually and updates its
               prospectus annually. To reduce expenses, the Fund may choose to
               mail only one report or prospectus to your household, even if
               more than one person in the household has a Fund account. Please
               call 1-800-525-3713 if you would like to receive additional
               reports or prospectuses. The Fund reserves the right to charge a
               fee for additional statement and report requests.
 
 32 Janus Special Situations Fund
<PAGE> 
                                                          Management of the fund
 
INVESTMENT ADVISER
 
               Janus Capital Corporation, 100 Fillmore Street, Denver, Colorado
               80206-4928, is the investment adviser to the Fund and is
               responsible for the day-to-day management of its investment
               portfolio and other business affairs.
 
               Janus Capital began serving as investment adviser to Janus Fund
               in 1970 and currently serves as investment adviser to all of the
               Janus funds, acts as sub-adviser for a number of private-label
               mutual funds and provides separate account advisory services for
               institutional accounts.
 
               Janus Capital furnishes continuous advice and recommendations
               concerning the Fund's investments. Janus Capital also furnishes
               certain administrative, compliance and accounting services for
               the Fund, and may be reimbursed by the Fund for its costs in
               providing those services. In addition, Janus Capital employees
               serve as officers of the Trust and Janus Capital provides office
               space for the Fund and pays the salaries, fees and expenses of
               all Fund officers and those Trustees who are affiliated with
               Janus Capital.
 
               The Fund pays Janus Capital a management fee which is calculated
               daily and paid monthly. The advisory agreement with the Fund
               spells out the management fee and other expenses that the Fund
               must pay.
 
               The Fund incurs expenses not assumed by Janus Capital, including
               transfer agent and custodian fees and expenses, legal and
               auditing fees, printing and mailing costs of sending reports and
               other information to existing shareholders, and independent
               Trustees' fees and expenses. The Annual Fund Operating Expenses
               table on page 5 lists the actual management fee and total
               operating expenses of the Fund for the most recent fiscal year.
 
                                                      Management of the fund  33
<PAGE> 
 
PORTFOLIO MANAGER
 
DAVID C. DECKER
- --------------------------------------------------------------------------------
                   is Executive Vice President and portfolio manager of the
                   Fund, which he has managed since inception, and an
                   assistant portfolio manager of Janus Fund. He joined Janus
                   Capital in 1992 as a research analyst and focused on
                   companies in the automotive and defense industries prior
                   to managing the Fund. He obtained his Master of Business
                   Administration in Finance from the Fuqua School of
                   Business at Duke University and a Bachelor of Arts in
                   Economics and Political Science from Tufts University. Mr.
                   Decker received the Chartered Financial Analyst
                   designation.
 
 34 Janus Special Situations Fund
<PAGE> 
                                                              Other information
 
               SIZE OF THE FUND
 
               Although there is no present intention to do so, the Fund may
               discontinue sales of its shares if management and the Trustees
               believe that continued sales may adversely affect the Fund's
               ability to achieve its investment objective. If sales of the Fund
               are discontinued, it is expected that existing shareholders of
               the Fund would be permitted to continue to purchase shares and to
               reinvest any dividends or capital gains distributions, absent
               highly unusual circumstances.
 
               YEAR 2000
 
               Preparing for Year 2000 is a high priority for Janus Capital,
               which has established a dedicated group to address this issue.
               Janus Capital has devoted considerable internal resources and has
               engaged one of the foremost experts in the field to help achieve
               Year 2000 readiness. Janus Capital does not anticipate that Year
               2000-related issues will have a material impact on its ability to
               continue to provide the Fund with service at current levels;
               however, Janus Capital cannot make any assurances that the steps
               it has taken to ensure Year 2000 readiness will be successful. In
               addition, there can be no assurance that Year 2000 issues will
               not affect the companies in which the Fund invests or worldwide
               markets and economies.
 
                                                           Other information  35
<PAGE> 
Distributions and taxes
 
DISTRIBUTIONS
 
               To avoid taxation of the Fund, the Internal Revenue Code requires
               the Fund to distribute net income and any net capital gains
               realized on its investments annually. The Fund's income from
               dividends and interest and any net realized short-term gains are
               paid to shareholders as ordinary income dividends. Net realized
               long-term gains are paid to shareholders as capital gains
               distributions. Dividends and capital gains distributions are
               normally declared and paid in December.
 
               HOW DISTRIBUTIONS AFFECT THE FUND'S NAV
 
               Distributions are paid to shareholders as of the record date of
               the distribution of the Fund, regardless of how long the shares
               have been held. Dividends and capital gains awaiting distribution
               are included in the Fund's daily NAV. The share price of the Fund
               drops by the amount of the distribution, net of any subsequent
               market fluctuations. As an example, assume that on December 31,
               the Fund declared a dividend in the amount of $0.25 per share. If
               the Fund's share price was $10.00 on December 30, the Fund's
               share price on December 31 would be $9.75, barring market
               fluctuations. Shareholders should be aware that distributions
               from a taxable mutual fund are not value-enhancing and may create
               income tax obligations.
 
               "BUYING A DIVIDEND"
 
               If you purchase shares of the Fund just before the distribution,
               you will pay the full price for the shares and receive a portion
               of the purchase price back as a taxable distribution. This is
               referred to as "buying a dividend." In the above example, if you
               bought shares on December 30, you would have paid $10.00 per
               share. On December 31, the Fund would pay you $0.25 per share as
               a dividend and your shares would now be worth $9.75 per share.
               Unless your account is set up as a tax-deferred account,
               dividends paid to you would be included in your gross income for
               tax purposes, even though you may not have participated in the
 
 36 Janus Special Situations Fund
<PAGE> 
 
               increase in NAV of the Fund, whether or not you reinvested the
               dividends.
 
DISTRIBUTION OPTIONS
 
               When you open an account, you must specify on your application
               how you want to receive your distributions. You may change your
               distribution option at any time by writing the Fund at one of the
               addresses on page 16 or calling 1-800-525-3713. The Fund offers
               the following options:
 
               1. REINVESTMENT OPTION. You may reinvest your income dividends
                  and capital gains distributions in additional shares. This
                  option is assigned automatically if no other choice is made.
 
               2. CASH OPTION. You may receive your income dividends and capital
                  gains distributions in cash.
 
               3. REINVEST AND CASH OPTION. You may receive either your income
                  dividends or capital gains distributions in cash and reinvest
                  the other in additional shares.
 
               4. REDIRECT OPTION. You may direct your dividends or capital
                  gains to purchase shares of another Janus fund.
 
               The Fund reserves the right to reinvest into your account
               undeliverable and uncashed dividend and distribution checks that
               remain outstanding for six months in shares of the Fund at the
               NAV next computed after the check is cancelled. Subsequent
               distributions may also be reinvested.
 
TAXES
 
               As with any investment, you should consider the tax consequences
               of investing in the Fund. Any time you sell or exchange shares of
               a Fund in a taxable account, it is considered a taxable event.
               Depending on the purchase price and the sale price, you may have
               a gain or loss on the transaction. Any tax liabilities generated
               by your transactions are your responsibility.
 
               The following discussion does not apply to tax-deferred accounts,
               nor is it a complete analysis of the federal tax implications of
               investing in the Fund. You may wish to consult your own tax
 
                                                     Distributions and taxes  37
<PAGE> 
 
               adviser. Additionally, state or local taxes may apply to your
               investment, depending upon the laws of your state of residence.
 
               TAXES ON DISTRIBUTIONS
 
               Dividends and distributions by the Fund are subject to federal
               income tax, regardless of whether the distribution is made in
               cash or reinvested in additional shares of the Fund.
               Distributions may be taxable at different rates depending on the
               length of time the Fund holds a security. In certain states, a
               portion of the dividends and distributions (depending on the
               source of the Fund's income) may be exempt from state and local
               taxes. Information regarding the tax status of income dividends
               and capital gains distributions will be mailed to shareholders on
               or before January 31st of each year. Account tax information will
               also be sent to the IRS.
 
               TAXATION OF THE FUND
 
               Dividends, interest, and some capital gains received by the Fund
               on foreign securities may be subject to tax withholding or other
               foreign taxes. The Fund may from year to year make the election
               permitted under section 853 of the Internal Revenue Code to pass
               through such taxes to shareholders as a foreign tax credit. If
               such an election is not made, any foreign taxes paid or accrued
               will represent an expense to the Fund.
 
               The Fund does not expect to pay federal income or excise taxes
               because it intends to meet certain requirements of the Internal
               Revenue Code. It is important that the Fund meet these
               requirements so that any earnings on your investment will not be
               taxed twice.
 
 38 Janus Special Situations Fund
<PAGE> 
                                                            Financial highlights
 
               The financial highlights table is intended to help you understand
               the Fund's financial performance through October 31st of each
               fiscal period shown. Items 1 through 9 reflect financial results
               for a single Fund share. The total returns in the table represent
               the rate that an investor would have earned (or lost) on an
               investment in the Fund (assuming reinvestment of all dividends
               and distributions). This information has been audited by
               PricewaterhouseCoopers LLP, whose report, along with the Fund's
               financial statements, are included in the Annual Report, which is
               available upon request and incorporated by reference into the
               SAI.
 
JANUS SPECIAL SITUATIONS FUND
 
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
                                                           Periods ending October 31st
                                                             1998              1997(1)
<S>                                                        <C>                <C>
  1. NET ASSET VALUE, BEGINNING OF PERIOD                    $14.08             $10.00
     INCOME FROM INVESTMENT OPERATIONS:
  2. Net investment income                                       --                 --
  3. Net gains or (losses) on securities (both realized
     and unrealized)                                           1.15               4.08
  4. Total from investment operations                          1.15               4.08
     LESS DISTRIBUTIONS:
  5. Dividends (from net investment income)                      --                 --
  6. Dividends (in excess of net investment income)              --                 --
  7. Distributions (from capital gains)                      (0.66)                 --
  8. Total distributions                                     (0.66)                 --
  9. NET ASSET VALUE, END OF PERIOD                          $14.57             $14.08
 10. Total return*                                            8.49%             40.80%
 11. Net assets, end of period (in millions)                   $786               $334
 12. Average net assets for the period (in millions)           $716               $168
 13. Ratio of gross expenses to average net assets**          1.08%              1.20%
 14. Ratio of net expenses to average net assets**            1.05%              1.18%
 15. Ratio of net investment income/(loss) to average net
     assets**                                               (0.49%)             (0.08%)
 16. Portfolio turnover rate**                                1.17%               146%
- ---------------------------------------------------------------------------------------
</TABLE>
 
(1) Fiscal period from December 31, 1996 (inception) to October 31, 1997.
 * Total return is not annualized for periods of less than one full year.
 ** Annualized for periods of less than one full year.
 
                                                        Financial highlights  39
<PAGE> 
Glossary of investment terms
 
               This glossary provides a more detailed description of some of the
               types of securities and other instruments in which the Fund may
               invest. The Fund may invest in these instruments to the extent
               permitted by its investment objective and policies. The Fund is
               not limited by this discussion and may invest in any other types
               of instruments not precluded by the policies discussed elsewhere
               in this Prospectus. Please refer to the SAI for a more detailed
               discussion of certain instruments.
 
I. EQUITY AND DEBT SECURITIES
 
               BONDS are debt securities issued by a company, municipality,
               government or government agency. The issuer of a bond is required
               to pay the holder the amount of the loan (or par value of the
               bond) at a specified maturity and to make scheduled interest
               payments.
 
               COMMERCIAL PAPER is a short-term debt obligation with a maturity
               ranging from 1 to 270 days issued by banks, corporations and
               other borrowers to investors seeking to invest idle cash. The
               Fund may purchase commercial paper issued in private placements
               under Section 4(2) of the Securities Act of 1933.
 
               COMMON STOCKS are equity securities representing shares of
               ownership in a company, and usually carry voting rights and earns
               dividends. Unlike preferred stock, dividends on common stocks are
               not fixed but are declared at the discretion of the issuer's
               board of directors.
 
               CONVERTIBLE SECURITIES are preferred stocks or bonds that pay a
               fixed dividend or interest payment and are convertible into
               common stock at a specified price or conversion ratio.
 
               DEBT SECURITIES are equity securities representing money borrowed
               that must be repaid at a later date. Such securities have
               specific maturities and usually a specific rate of interest or an
               original purchase discount.
 
               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
 
 40 Janus Special Situations Fund
<PAGE> 
 
               (Global or European Depositary Receipts) and broker-dealers
               (depositary shares).
 
               FIXED-INCOME SECURITIES are securities that pay a specified rate
               of return. The term generally includes short- and long-term
               government, corporate and municipal obligations that pay a
               specified rate of interest or coupons for a specified period of
               time, and preferred stock, which pays fixed dividends. Coupon and
               dividend rates may be fixed for the life of the issue or, in the
               case of adjustable and floating rate securities, for a shorter
               period.
 
               HIGH-YIELD/HIGH-RISK SECURITIES are securities that are rated
               below investment grade by the primary rating agencies (e.g., BB
               or lower by Standard & Poor's and Ba or lower by Moody's). Other
               terms commonly used to describe such securities include "lower
               rated bonds," "noninvestment grade bonds" and "junk bonds."
 
               MORTGAGE- AND ASSET-BACKED SECURITIES are shares in a pool of
               mortgages or other debt. These securities are generally pass-
               through securities, which means that principal and interest
               payments on the underlying securities (less servicing fees) are
               passed through to shareholders on a pro rata basis. These
               securities involve prepayment risk, which is the risk that the
               underlying mortgages or other debt may be refinanced or paid off
               prior to their maturities during periods of declining interest
               rates. In that case, the portfolio managers may have to reinvest
               the proceeds from the securities at a lower rate. Potential
               market gains on a security subject to prepayment risk may be more
               limited than potential market gains on a comparable security that
               is not subject to prepayment risk.
 
               PASSIVE FOREIGN INVESTMENT COMPANIES (PFICs) are any foreign
               corporations which generate certain amounts of passive income or
               hold certain amounts of assets for the production of passive
               income. Passive income includes dividends, interest, royalties,
               rents and annuities. To avoid taxes and interest that the Fund
               must pay if these investments are profitable, the Fund may make
               various elections permitted by the tax laws. These elections
               could require that the Fund recognize taxable income, which in
               turn
 
                                                Glossary of investment terms  41
<PAGE> 
 
               must be distributed, before the securities are sold and before
               cash is received to pay the distributions.
 
               PREFERRED STOCKS are equity securities that generally pay
               dividends at a specified rate and have preference over common
               stock in the payment of dividends and liquidation. Preferred
               stock generally does not carry voting rights.
 
               REPURCHASE AGREEMENTS involve the purchase of a security by the
               Fund and a simultaneous agreement by the seller (generally a bank
               or dealer) to repurchase the security from the Fund at a
               specified date or upon demand. This technique offers a method of
               earning income on idle cash. These securities involve the risk
               that the seller will fail to repurchase the security, as agreed.
               In that case, the Fund will bear the risk of market value
               fluctuations until the security can be sold and may encounter
               delays and incur costs in liquidating the security.
 
               REVERSE REPURCHASE AGREEMENTS involve the sale of a security by
               the Fund to another party (generally a bank or dealer) in return
               for cash and an agreement by the Fund to buy the security back at
               a specified price and time. This technique will be used primarily
               to provide cash to satisfy unusually heavy redemption requests,
               or for other temporary or emergency purposes.
 
               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.
 
 42 Janus Special Situations Fund
<PAGE> 
 
               WARRANTS are securities, typically issued with preferred stocks
               or bonds, that give the holder the right to buy a proportionate
               amount of common stock at a specified price, usually at a price
               that is higher than the market price at the time of issuance of
               the warrant. The right may last for a period of years or
               indefinitely.
 
               WHEN-ISSUED, DELAYED DELIVERY AND FORWARD TRANSACTIONS generally
               involve the purchase of a security with payment and delivery at
               some time in the future - i.e., beyond normal settlement. The
               Fund does not earn interest on such securities until settlement
               and bears the risk of market value fluctuations in between the
               purchase and settlement dates. New issues of stocks and bonds,
               private placements and U.S. government securities may be sold in
               this manner.
 
II. FUTURES, OPTIONS AND OTHER DERIVATIVES
 
               FORWARD CONTRACTS are contracts to purchase or sell a specified
               amount of a financial instrument for an agreed upon price at a
               specified time. Forward contracts are not currently exchange
               traded and are typically negotiated on an individual basis. The
               Fund may enter into forward currency contracts to hedge against
               declines in the value of securities denominated in, or whose
               value is tied to, a currency other than the U.S. dollar or to
               reduce the impact of currency appreciation on purchases of such
               securities. It may also enter into forward contracts to purchase
               or sell securities or other financial indices.
 
               FUTURES CONTRACTS are contracts that obligate the buyer to
               receive and the seller to deliver an instrument or money at a
               specified price on a specified date. The Fund may buy and sell
               futures contracts on foreign currencies, securities and financial
               indices including interest rates or an index of U.S. government,
               foreign government, equity or fixed-income securities. The Fund
               may also buy options on futures contracts. An option on a futures
               contract gives the buyer the right, but not the obligation, to
               buy or sell a futures contract at a specified price on or before
               a specified date. Futures contracts and options on futures are
               standardized and traded on designated exchanges.
 
                                                Glossary of investment terms  43
<PAGE> 
 
               INDEXED/STRUCTURED SECURITIES are typically short- to
               intermediate-term debt securities whose value at maturity or
               interest rate is linked to currencies, interest rates, equity
               securities, indices, commodity prices or other financial
               indicators. Such securities may be positively or negatively
               indexed (i.e., their value may increase or decrease if the
               reference index or instrument appreciates). Indexed/structured
               securities may have return characteristics similar to direct
               investments in the underlying instrument and may be more volatile
               than the underlying instrument. The Fund bears the market risk of
               an investment in the underlying instrument, as well as the credit
               risk of the issuer.
 
               OPTIONS are the right, but not the obligation, to buy or sell a
               specified amount of securities or other assets on or before a
               fixed date at a predetermined price. The Fund may purchase and
               write put and call options on securities, securities indices and
               foreign currencies.
 
 44 Janus Special Situations Fund
<PAGE> 
 
                       This page intentionally left blank
<PAGE> 
 
[JANUS LOGO]
          1-800-525-3713
          P.O. Box 173375
          Denver, Colorado 80217-3375
          janus.com
 
You can request other information, including a Statement of
Additional Information, Annual Report or Semiannual Report, free of
charge, by contacting Janus at 1-800-525-3713 or visiting our Web
site at janus.com. In the Fund's Annual Report, you will find a
discussion of the market conditions and investment strategies that
significantly affected the Fund's performance during its last fiscal
year. Other information is also available from financial
intermediaries that sell shares of the Fund.
 
The Statement of Additional Information provides detailed
information about the Fund and is incorporated into this Prospectus
by reference. You may review the Fund's Statement of Additional
Information at the Public Reference Room of the SEC or get text only
copies for a fee, by writing to or calling the Public Reference
Room, Washington, D.C. 20549-6009 (1-800-SEC-0330). You may obtain
the Statement of Additional Information for free from the SEC's Web
site at http://www.sec.gov.
 
              Investment Company Act File No. 811-1879
 
  3180
<PAGE> 
                                                     [JANUS LOGO]
 
                         Janus Global Life
                           Sciences Fund
 
                                       PROSPECTUS
 
                                       FEBRUARY 17, 1999
 
                         THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED
                         OR DISAPPROVED OF THESE SECURITIES OR PASSED ON THE
                         ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
                         REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE> 
 
    [JANUS LOGO]
<PAGE> 
 
                                                               Table of contents
 
<TABLE>
                <S>                                               <C>
                RISK/RETURN SUMMARY
                   Janus Global Life Sciences Fund..............    2
                   Fees and expenses............................    4
                INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT
                STRATEGIES AND RISKS
                   Investment objective and principal investment
                   strategies...................................    5
                   General portfolio policies...................    6
                   Risks........................................    9
                SHAREHOLDER'S MANUAL
                   Minimum investments..........................   17
                   Type of account ownership....................   17
                   How to open your Janus account...............   19
                   How to purchase shares.......................   20
                   How to exchange shares.......................   22
                   How to redeem shares.........................   24
                   Shareholder services and account policies....   28
                MANAGEMENT OF THE FUND
                   Investment adviser...........................   33
                   Management expenses..........................   33
                   Portfolio manager............................   34
                OTHER INFORMATION............... ...............   35
                DISTRIBUTIONS AND TAXES
                   Distributions................................   36
                   Taxes........................................   37
                GLOSSARY
                   Glossary of investment terms.................   39
</TABLE>
 
                                                            Table of contents  1
<PAGE> 
Risk return summary
 
JANUS GLOBAL LIFE SCIENCES FUND
 
1. WHAT IS THE INVESTMENT OBJECTIVE OF JANUS GLOBAL LIFE SCIENCES FUND?
 
               The Fund seeks long-term growth of capital.
 
               The Fund's Trustees may change this objective without a
               shareholder vote and the Fund will notify you of any changes that
               are material. If there is a material change in the Fund's
               objective or policies, you should consider whether the Fund
               remains an appropriate investment for you. There is no guarantee
               that the Fund will meet its objective.
 
2. WHAT ARE THE MAIN INVESTMENT STRATEGIES OF JANUS GLOBAL LIFE SCIENCES FUND?
 
               The Fund invests primarily in equity securities of U.S. and
               foreign companies selected for their growth potential. Normally,
               it invests at least 65% of its total assets in securities of
               companies that the portfolio manager believes have a life science
               orientation. As a fundamental policy, the Fund normally invests
               at least 25% of its total assets, in the aggregate, in the
               following industry groups: health care; pharmaceuticals;
               agriculture; cosmetics/personal care; and biotechnology.
 
               The portfolio manager applies a "bottom up" approach in choosing
               investments. In other words, he looks for companies with earnings
               growth potential one at a time. If the portfolio manager is
               unable to find investments with earnings growth potential, a
               significant portion of the Fund's assets may be in cash or
               similar investments.
 
3. WHAT ARE THE MAIN RISKS OF INVESTING IN JANUS GLOBAL LIFE SCIENCES FUND?
 
               The biggest risk of investing in this Fund is that its returns
               may vary and you could lose money. If you are considering
               investing in the Fund, remember that it is designed for long-term
               investors who can accept the risks of investing in a portfolio
               with significant foreign common stock holdings. Common stocks
               tend to be more volatile than other investment choices.
 
               The value of the Fund's portfolio may decrease if the value of an
               individual company in the portfolio decreases. The value of the
               Fund's portfolio could also decrease if the stock market goes
 
 2 Janus Global Life Sciences Fund
<PAGE> 
 
               down. If the value of the Fund's portfolio decreases, the Fund's
               net asset value (NAV) will also decrease which means if you sell
               your shares in the Fund you would get back less money.
 
               The Fund concentrates its investments in related industry groups.
               Because of this, companies in its portfolio may share common
               characteristics and react similarly to market developments. For
               example, many companies with a life science orientation are
               highly regulated and may be dependent upon certain types of
               technology. As a result, changes in government funding or
               subsidies, new or anticipated legislative changes, or
               technological advances could affect the value of such companies
               and, therefore, the Fund's NAV. The Fund's returns may be more
               volatile than those of a less concentrated portfolio.
 
               The Fund may have significant exposure to foreign markets. As a
               result, its returns and NAV may be affected to a large degree by
               fluctuations in currency exchange rates or political or economic
               conditions in a particular country.
 
               The Fund is nondiversified. In other words, it may hold larger
               positions in a smaller number of securities than a diversified
               fund. As a result, a single security's increase or decrease in
               value may have a greater impact on the Fund's NAV and total
               return.
 
               An investment in the Fund is not a bank deposit and is not
               insured or guaranteed by the Federal Deposit Insurance
               Corporation or any other government agency.
 
                                                          Risk return summary  3
<PAGE> 
 
FEES AND EXPENSES
 
               SHAREHOLDER FEES, such as sales loads, redemption fees or
               exchange fees, are charged directly to an investor's account. All
               Janus funds are no-load investments, so you will not pay any
               shareholder fees when you buy or sell shares of the Fund.
 
               ANNUAL FUND OPERATING EXPENSES are paid out of the Fund's assets
               and include fees for portfolio management, maintenance of
               shareholder accounts, shareholder servicing, accounting and other
               services. You do not pay these fees directly but, as the example
               below shows, these costs are borne indirectly by all
               shareholders.
 
               This table describes the fees and expenses that you may pay if
               you buy and hold shares of the Fund. It is based upon gross
               expenses (without the effect of expense offset arrangements).
 
<TABLE>
<CAPTION>
                                                          Janus Global Life Sciences Fund
   <S>                                                                 <C>
   Management Fee                                                      0.75%
   Other Expenses                                                      0.50%(1)
   Total Annual Fund Operating Expenses                                1.25%
</TABLE>
 
- --------------------------------------------------------------------------------
 
  (1) "Other Expenses" are based on the estimated expenses that the Fund
      expects to incur in its initial fiscal year.
- --------------------------------------------------------------------------------
 
  EXAMPLE:
  This example is intended to help you compare the cost of investing in the
  Fund with the cost of investing in other mutual funds. The example
  assumes that you invest $10,000 in the Fund for the time periods
  indicated then redeem all of your shares at the end of those periods. The
  example also assumes that your investment has a 5% return each year and
  that the Fund's operating expenses remain the same. Although your actual
  costs may be higher or lower, based on these assumptions your costs would
  be:
 
<TABLE>
<CAPTION>
                                                                 1 Year     3 Years
                                                                 ------------------
   <S>                                                           <C>        <C>
   Janus Global Life Sciences Fund                                $127       $397
</TABLE>
 
 4 Janus Global Life Sciences Fund
<PAGE> 
                                                Investment objective, principal
                                                           investment strategies
                                                           and risks
 
               This section takes a closer look at the investment objective of
               the Fund, its principal investment strategies and certain risks
               of investing in the Fund. Strategies and policies that are noted
               as "fundamental" cannot be changed without a shareholder vote.
 
               Please carefully review the "Risks" section of this Prospectus on
               pages 9-13 for a discussion of risks associated with certain
               investment techniques. We've also included a Glossary with
               descriptions of investment terms used throughout this Prospectus.
 
INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES
 
               Janus Global Life Sciences Fund seeks long-term growth of
               capital. It pursues its objective by investing primarily in
               equity securities of U.S. and foreign companies selected for
               their growth potential. Normally, it invests at least 65% of its
               total assets in securities of companies that the portfolio
               manager believes have a life science orientation. As a
               fundamental policy, the Fund normally invests at least 25% of its
               total assets, in the aggregate, in the following industry groups:
               healthcare; pharmaceuticals; agriculture; cosmetics/personal
               care; and biotechnology.
 
The following questions and answers are designed to help you better understand
the Fund's principal investment strategies.
 
1. HOW ARE COMMON STOCKS SELECTED?
 
               The Fund may invest substantially all of its assets in common
               stocks if its portfolio manager believes that common stocks will
               appreciate in value. The portfolio manager generally takes a
               "bottom up" approach to selecting companies. In other words, he
               seeks to identify individual companies with earnings growth
               potential that may not be recognized by the market at large. He
               makes this assessment by looking at companies one at a time,
               regardless of size, country of organization, place of principal
               business activity, or other similar selection criteria.
               Realization of income is not a significant consideration when
               choosing invest-
 
              Investment objective, principal investment strategies and risks  5
<PAGE> 
 
               ments for the Fund. Income realized on the Fund's investments
               will be incidental to its objective.
 
2. ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?
 
               Generally, yes. The portfolio manager seeks companies that meet
               his selection criteria, regardless of where a company is located.
               Foreign securities are generally selected on a stock-by-stock
               basis without regard to any defined allocation among countries or
               geographic regions. However, certain factors such as expected
               levels of inflation, government policies influencing business
               conditions, the outlook for currency relationships, and prospects
               for economic growth among countries, regions or geographic areas
               may warrant greater consideration in selecting foreign
               securities. There are no limitations on the countries in which
               the Fund may invest and the Fund may at times have significant
               foreign exposure.
 
3. WHAT DOES "LIFE SCIENCE ORIENTATION" MEAN IN RELATION TO THE FUND?
 
               Generally speaking, the "life sciences" relate to maintaining or
               improving quality of life. So, for example, companies with a
               "life science orientation" include companies engaged in research,
               development, production or distribution of products or services
               related to health and personal care, medicine or pharmaceuticals.
               Life science oriented companies also include companies that the
               portfolio manager believes have growth potential primarily as a
               result of particular products, technology, patents or other
               market advantages in the life sciences. Life sciences encompass a
               variety of industries, including health care, nutrition,
               agriculture, medical diagnostics, nuclear and biochemical
               research and development and health care facilities ownership and
               operation.
 
GENERAL PORTFOLIO POLICIES
 
               In investing its portfolio assets, the Fund will follow the
               general policies listed below. The percentage limitations
               included in these policies and elsewhere in this Prospectus apply
               at the time of purchase of the security. So, for example, if the
               Fund exceeds a
 
 6 Janus Global Life Sciences Fund
<PAGE> 
 
               limit as a result of market fluctuations or the sale of
               securities, it will not be required to dispose of any securities.
 
               CASH POSITION
               When the Fund's portfolio manager believes that market conditions
               are unfavorable for profitable investing, or when he is otherwise
               unable to locate attractive investment opportunities, the Fund's
               cash or similar investments may increase. In other words, the
               Fund does not always stay fully invested in stocks. Cash or
               similar investments generally are a residual - they represent the
               assets that remain after the portfolio manager has committed
               available assets to desirable investment opportunities. However,
               the portfolio manager may also temporarily increase the Fund's
               cash position to protect its assets or maintain liquidity. When
               the Fund's investments in cash or similar investments increase,
               it may not participate in market advances or declines to the same
               extent that it would if the Fund remained more fully invested in
               stocks.
 
               OTHER TYPES OF INVESTMENTS
               The Fund invests primarily in domestic and foreign equity
               securities, which may include preferred stocks, common stocks,
               warrants and securities convertible into common or preferred
               stocks, but it may also invest to a lesser degree in other types
               of securities. These securities (which are described in the
               Glossary) may include:
 
               - debt securities
 
               - indexed/structured securities
 
               - high-yield/high-risk securities (less than 35% of the Fund's
                 assets)
 
               - options, futures, forwards and other types of derivatives for
                 hedging purposes or for non-hedging purposes such as seeking to
                 enhance return
 
               - securities purchased on a when-issued, delayed delivery or
                 forward commitment basis
 
              Investment objective, principal investment strategies and risks  7
<PAGE> 
 
               ILLIQUID INVESTMENTS
               The Fund may invest up to 15% of its net assets in illiquid
               investments. An illiquid investment is a security or other
               position that cannot be disposed of quickly in the normal course
               of business. For example, some securities are not registered
               under the U.S. securities laws and cannot be sold to the U.S.
               public because of SEC regulations (these are known as "restricted
               securities"). Under procedures adopted by the Fund's Trustees,
               certain restricted securities may be deemed liquid, and will not
               be counted toward this 15% limit.
 
               FOREIGN SECURITIES
               The Fund may invest without limit in foreign equity and debt
               securities. The Fund may invest directly in foreign securities
               denominated in a foreign currency and not publicly traded in the
               United States. Other ways of investing in foreign securities
               include depositary receipts or shares, and passive foreign
               investment companies.
 
               SPECIAL SITUATIONS
               The Fund may invest in special situations. A special situation
               arises when, in the opinion of the Fund's portfolio manager, the
               securities of a particular issuer will be recognized and
               appreciate in value due to a specific development with respect to
               that issuer. Developments creating a special situation might
               include, among others, a new product or process, a technological
               breakthrough, a management change or other extraordinary
               corporate event, or differences in market supply of and demand
               for the security. The Fund's performance could suffer if the
               anticipated development in a "special situation" investment does
               not occur or does not attract the expected attention.
 
               PORTFOLIO TURNOVER
               The Fund generally intends to purchase securities for long-term
               investment although, to a limited extent, the Fund may purchase
               securities in anticipation of relatively short-term price gains.
               Short-term transactions may also result from liquidity needs,
               securities
 
 8 Janus Global Life Sciences Fund
<PAGE> 
 
               having reached a price or yield objective, changes in interest
               rates or the credit standing of an issuer, or by reason of
               economic or other developments not foreseen at the time of the
               investment decision. The Fund may also sell one security and
               simultaneously purchase the same or a comparable security to take
               advantage of short-term differentials in bond yields or
               securities prices. Changes are made in the Fund's portfolio
               whenever its portfolio manager believes such changes are
               desirable. Portfolio turnover rates are generally not a factor in
               making buy and sell decisions.
 
               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. Higher costs
               associated with increased portfolio turnover may offset gains in
               the Fund's performance.
 
RISKS
 
               Because the Fund may invest substantially all of its assets in
               common stocks, the main risk is the risk that the value of the
               stocks it holds might decrease in response to the activities of
               an individual company or in response to general market and/or
               economic conditions. If this occurs, the Fund's share price may
               also decrease. The Fund's performance may also be affected by
               risks specific to certain types of investments, such as foreign
               securities, derivative investments, non-investment grade debt
               securities or companies with relatively small market
               capitalizations. The Fund's performance may also be affected by
               industry risk.
 
The following questions and answers are designed to help you better understand
some of the risks of investing in the Fund.
 
1. THE FUND MAY INVEST IN SMALLER OR NEWER COMPANIES. DOES THIS CREATE ANY
   SPECIAL RISKS?
 
               Many attractive investment opportunities may be smaller, start-up
               companies offering emerging products or services. Smaller or
               newer companies may suffer more significant losses as well as
               realize more substantial growth than larger or more established
               issuers because they may lack depth of management, be unable to
 
              Investment objective, principal investment strategies and risks  9
<PAGE> 
 
               generate funds necessary for growth or potential development, or
               be developing or marketing new products or services for which
               markets are not yet established and may never become established.
               In addition, such companies may be insignificant factors in their
               industries and may become subject to intense competition from
               larger or more established companies. Securities of smaller or
               newer companies may have more limited trading markets than the
               markets for securities of larger or more established issuers, and
               may be subject to wide price fluctuations. Investments in such
               companies tend to be more volatile and somewhat more speculative.
 
2. HOW COULD THE FUND'S INVESTMENTS IN FOREIGN SECURITIES AFFECT ITS
   PERFORMANCE?
 
               The Fund may invest without limit in foreign securities either
               indirectly (e.g., depositary receipts) or directly in foreign
               markets. Investments in foreign securities, including those of
               foreign governments, may involve greater risks than investing in
               domestic securities because the Fund's performance may depend on
               issues other than the performance of a particular company. These
               issues include:
 
               - CURRENCY RISK As long as the Fund holds a foreign security, its
                 value will be affected by the value of the local currency
                 relative to the U.S. dollar. When the Fund sells a foreign
                 denominated security, its value may be worth less in U.S.
                 dollars even if the security increases in value in its home
                 country. U.S. dollar denominated securities of foreign issuers
                 may also be affected by currency risk.
 
               - POLITICAL AND ECONOMIC RISK Foreign investments may be subject
                 to heightened political and economic risks, particularly in
                 emerging markets which may have relatively unstable
                 governments, immature economic structures, national policies
                 restricting investments by foreigners, different legal systems,
                 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
 
 10 Janus Global Life Sciences Fund
<PAGE> 
 
                 taxes or limits on the removal of the Fund's assets from that
                 country.
 
               - REGULATORY RISK There may be less government supervision of
                 foreign markets. As a result, foreign issuers may not be
                 subject to the uniform accounting, auditing and financial
                 reporting standards and practices applicable to domestic
                 issuers and there may be less publicly available information
                 about foreign issuers.
 
               - MARKET RISK Foreign securities markets, particularly those of
                 emerging market 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.
 
               - TRANSACTION COSTS Costs of buying, selling and holding foreign
                 securities, including brokerage, tax and custody costs, may be
                 higher than those involved in domestic transactions.
 
3. HOW DOES THE NONDIVERSIFIED STATUS OF THE FUND AFFECT ITS RISK?
 
               Diversification is a way to reduce risk by investing in a broad
               range of stocks or other securities. A "nondiversified" fund has
               the ability to take larger positions in a smaller number of
               issuers. Because the appreciation or depreciation of a single
               stock may have a greater impact on the NAV of a nondiversified
               fund, its share price can be expected to fluctuate more than a
               comparable diversified fund. This fluctuation, if significant,
               may affect the performance of the Fund.
 
4. WHAT IS "INDUSTRY RISK"?
 
               Industry risk is the possibility that a group of related stocks
               will decline in price due to industry-specific developments.
               Companies in the same or similar industries may share common
               characteristics and are more likely to react similarly to
               industry-specific market or economic developments. In the life
               sciences, for example, many companies are subject to government
               regulation and approval of their products and services, which may
               affect
 
             Investment objective, principal investment strategies and risks  11
<PAGE> 
 
               their price or availability. In addition, the products and
               services offered by these companies may quickly become obsolete
               in the face of scientific or technological developments. The
               economic outlook of such companies may fluctuate dramatically due
               to changes in regulatory or competitive environments.
 
               The Fund invests in a concentrated portfolio, which may result in
               greater exposure to related industries. As a result, the Fund may
               be more volatile than a less concentrated portfolio.
 
5. I'VE HEARD A LOT ABOUT HOW THE CHANGE TO THE YEAR 2000 COULD AFFECT COMPUTER
   SYSTEMS. DOES THIS CREATE ANY SPECIAL RISKS?
 
               The portfolio manager carefully researches each potential
               investment before making an investment decision and, among other
               things, considers Year 2000 readiness when selecting portfolio
               holdings. However, there is no guarantee that the information the
               portfolio manager receives regarding a company's Year 2000
               readiness is completely accurate. If a company has not
               satisfactorily addressed Year 2000 issues, the Fund's performance
               could suffer.
 
6. ARE THERE SPECIAL RISKS ASSOCIATED WITH INVESTMENTS IN HIGH-YIELD/HIGH-RISK
   SECURITIES?
 
               High-yield/high-risk securities (or "junk" bonds) are securities
               rated below investment grade by the primary rating agencies such
               as Standard & Poor's and Moody's. The value of lower quality
               securities generally is more dependent on credit risk, or the
               ability of the issuer to meet interest and principal payments,
               than investment grade debt securities. Issuers of high-yield
               securities may not be as strong financially as those issuing
               bonds with higher credit ratings and are more vulnerable to real
               or perceived economic changes, political changes or adverse
               developments specific to the issuer.
 
 12 Janus Global Life Sciences Fund
<PAGE> 
 
               Please refer to the SAI for a description of bond rating
               categories.
 
7. HOW DOES THE FUND TRY TO REDUCE RISK?
 
               The Fund may use futures, options and other derivative
               instruments to "hedge" or protect its portfolio from adverse
               movements in securities prices and interest rates. The Fund may
               also use a variety of currency hedging techniques, including
               forward currency contracts, to manage exchange rate risk. The
               Fund believes the use of these instruments will benefit the Fund.
               However, the Fund's performance could be worse than if the Fund
               had not used such instruments if the portfolio manager's
               judgement proves incorrect. Risks associated with the use of
               derivative instruments are described in the SAI.
 
             Investment objective, principal investment strategies and risks  13
<PAGE> 
 
Janus Global Life Sciences Fund
<PAGE> 
 
                   Shareholder's
                   Manual
 
                   This section will help you become
                   familiar with the different types
                   of accounts you can establish with
                   Janus. It also explains in detail
                   the wide array of services and
                   features you can establish on your
                   account, as well as account
                   policies and fees that may apply
                   to your account. Account policies
                   (including fees), services and
                   features may be modified or
                   discontinued without shareholder
                   approval or prior notice.
 
                                                    [JANUS LOGO]
<PAGE> 
 
HOW TO GET IN TOUCH WITH JANUS
 
               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: Monday-Friday 7:00 a.m. to 6:00 p.m.
               Mountain time and Saturday 9:00 a.m. to 1:00 p.m. Mountain time.
 
               100 Fillmore Street, Suite 100
               Denver, CO 80206
 
               3773 Cherry Creek North Drive, Suite 101
               Denver, CO 80209
 
 QUICK ADDRESS AND TELEPHONE REFERENCE
- --------------------------------------------------------------------------------
 
<TABLE>
  <S>                                           <C>
  MAILING ADDRESS                               JANUS XPRESSLINE(TM)
  Janus                                         1-888-979-7737
  P.O. Box 173375                               For 24-hour access to account
  Denver, CO 80217-3375                         and fund information,
                                                exchanges, purchases and
  FOR OVERNIGHT CARRIER                         redemptions, automated daily
  Janus                                         quotes on fund share prices,
  Suite 101                                     yields and total returns.
  3773 Cherry Creek North Drive
  Denver, CO 80209-3811                         TDD
                                                1-800-525-0056
  INVESTOR SERVICE REPRESENTATIVES              A telecommunications device
  If you have any questions while reading       for our hearing- and
  this Prospectus, please call one of our       speech-impaired shareholders.
  Investor Service Representatives at
  1-800-525-3713 Monday-Friday: 8:00            JANUS LITERATURE LINE
  a.m.-8:00 p.m., and Saturday: 10:00           1-800-525-8983
  a.m.-4:00 p.m., New York time.                To request a prospectus,
                                                shareholder reports or
  JANUS INTERNET ADDRESS                        marketing materials 24 hours a
  janus.com                                     day.
</TABLE>
 
 16 Janus Global Life Sciences Fund
<PAGE> 
 
MINIMUM INVESTMENTS*
- ---------------------------------------------
 
<TABLE>
<S>                                 <C>
To open a new regular account        $2,500

To open a new retirement,
education, or UGMA/UTMA account      $  500

To open a new regular account with
an Automatic Investment Program      $  500**

To add to any type of an account     $  100+
</TABLE>
 
 * The Fund reserves the right to
   change the amount of these
   minimums from time to time or
   to waive them in whole or in
   part for certain types of
   accounts.
** An Automatic Investment Program
   requires a $100 minimum
   automatic investment per month
   until the account balance
   reaches $2,500.
 + The minimum subsequent
   investment for IRA or UGMA/UTMA
   accounts is $50.
 
TYPES OF ACCOUNT OWNERSHIP
 
               If you are investing in the Fund for the first time, you will
               need to establish an account. You can establish the following
               types of accounts by completing a New Account Application. To
               request an application, call 1-800-525-3713 or visit our Web site
               at janus.com to download an application.
 
               INDIVIDUAL OR JOINT OWNERSHIP
               Individual accounts are owned by one person. Joint accounts have
               two or more owners.
 
               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.
 
               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.
 
                                                        Shareholder's manual  17
<PAGE> 
 
               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.
 
TAX-DEFERRED ACCOUNTS
 
               If you are eligible, you may set up one or more tax-deferred
               accounts. A tax-deferred account allows you to shelter your
               investment income and capital gains from current income taxes. A
               contribution to certain of these plans may also be tax
               deductible. Tax-deferred accounts include retirement plans
               described below and the Education IRA. Distributions from these
               plans are generally subject to income tax and may be subject to
               an additional tax if withdrawn prior to age 59 1/2 or used for a
               nonqualifying purpose. Investors should consult their tax adviser
               or legal counsel before selecting a tax-deferred account.
 
               Investors Fiduciary Trust Company serves as custodian for the
               tax-deferred accounts offered by the Fund. You will be charged an
               annual account maintenance fee of $12 for each taxpayer
               identification number no matter how many tax-deferred accounts
               you have with Janus. You may pay the fee by check or have it
               automatically deducted from your account (usually in December).
               The custodian reserves the right to change the amount of this fee
               or to waive it in whole or in part for certain types of accounts.
 
               The following plans require a special application. For an
               application and more details about our Retirement Plans, call
               1-800-525-3713.
 
               TRADITIONAL AND ROTH INDIVIDUAL RETIREMENT ACCOUNTS
               Both types of IRAs allow most individuals 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 more complete information regarding IRAs.
 
 18 Janus Global Life Sciences Fund
<PAGE> 
 
               EDUCATION IRA
               This plan allows individuals, subject to certain income
               limitations, to contribute up to $500 annually on behalf of any
               child under the age of 18. Please refer to the Janus IRA booklet
               for more complete information regarding the Education IRA.
 
               SIMPLIFIED EMPLOYEE PENSION PLAN
               This plan allows small business owners (including sole
               proprietors) to make tax-deductible contributions for themselves
               and any eligible employee(s). A SEP requires an IRA (a SEP-IRA)
               to be set up for each SEP participant.
 
               PROFIT SHARING OR MONEY PURCHASE PENSION PLAN
               These plans are open to corporations, partnerships and sole
               proprietors to benefit their employees and themselves.
 
               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.
 
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 and make your check payable to Janus. The Fund is
               available only to U.S. citizens or residents, and your
               application will be returned if you do not meet these criteria.
               Send all items to one of the addresses listed in the "Quick
               Address and Telephone Reference" on page 16.
 
                                                        Shareholder's manual  19
<PAGE> 
 
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:
 
               - Cash, credit cards, third party checks and credit card checks
                 will not be accepted.
 
               - All purchases must be made in U.S. dollars.
 
               - Checks must be drawn on a U.S. bank and made payable to Janus.
 
               - If a check does not clear your bank, the Fund reserves the
                 right to cancel the purchase.
 
               - If the Fund is unable to debit your predesignated bank account
                 on the day of purchase, it may make additional attempts or
                 cancel the purchase.
 
               - The Fund reserves the right to reject any specific purchase
                 request.
 
               If your purchase is cancelled, you will be responsible for any
               losses or fees imposed by your bank and losses that may be
               incurred as a result of any decline in the value of the cancelled
               purchase. The Fund (or its agents) has the authority to redeem
               shares in your account(s) to cover any such losses due to
               fluctuations in share price. Any profit on such cancellation will
               accrue to the Fund.
 
               ONCE YOU HAVE OPENED YOUR JANUS ACCOUNT, THE MINIMUM AMOUNT FOR
               AN ADDITIONAL INVESTMENT IS $100 ($50 FOR IRAs OR UGMA/UTMA
               ACCOUNTS). 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
 
 20 Janus Global Life Sciences Fund
<PAGE> 
 
               rollover or a current or prior year contribution. Send your check
               made payable to Janus 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. To purchase
               shares by telephone, call an Investor Service Representative at
               1-800-525-3713 during normal business hours or call the Janus
               XpressLine, 1-888-979-7737, for access to this option 24 hours a
               day. When you make an additional purchase by telephone, Janus
               will automatically debit your predesignated bank account for the
               desired amount. To establish the telephone purchase option on
               your new account, complete the "Telephone Purchase of Shares
               Option" section on the application and attach a "voided" check or
               deposit slip from your bank account. If your account is already
               established, call 1-800-525-3713 to request the appropriate form.
               This option will become effective ten days after the form is
               received.
 
               BY WIRE
 
               Purchases may also be made by wiring money from your bank account
               to your Janus account. Call 1-800-525-3713 to receive wiring
               instructions.
 
               BY INTERNET
 
               You must pre-establish the "Telephone Purchase of Shares Option"
               to make a purchase on our Web site at janus.com. If you have
               questions, please call 1-800-975-9932 to speak to a Janus
               representative.
 
               AUTOMATIC INVESTMENT PROGRAMS
 
               Janus offers several automatic investment programs to help
               investors achieve their financial goals as simply and
               conveniently
 
                                                        Shareholder's manual  21
<PAGE> 
 
               as possible. You may open a new account with a $500 initial
               purchase and $100 automatic subsequent investments.
 
               AUTOMATIC MONTHLY INVESTMENT PROGRAM
               You select the day each month that your money ($100 minimum) will
               be electronically transferred from your bank account to your Fund
               account. To establish this option, complete the "Automatic
               Monthly Investment Program" section on the application and attach
               a "voided" check from your bank account. If your Fund account is
               already established, call 1-800-525-3713 to request the
               appropriate form.
 
               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.
 
               BY SYSTEMATIC EXCHANGE
               With a Systematic Exchange you determine the amount of money
               ($100 minimum) you would like automatically exchanged from one
               Janus account to another on any day of the month. For more
               information on how to establish this option, call 1-800-525-3713.
 
HOW TO EXCHANGE SHARES
 
               On any business day, you may exchange all or a portion of your
               shares into any other available Janus fund.
 
               IN WRITING
 
               To request an exchange in writing, please follow the instructions
               for written requests on page 26.
 
               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
 
 22 Janus Global Life Sciences Fund
<PAGE> 
 
               or call the Janus XpressLine, 1-888-979-7737, for access to this
               option 24 hours a day.
 
               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.
 
               BY INTERNET
 
               Exchanges may also be made on our Web site at janus.com.
 
               EXCHANGE POLICIES
 
               - 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.
 
               - Exchanges between existing accounts must meet the $100
                 subsequent investment requirement.
 
               - You may make four exchanges out of the Fund during a calendar
                 year (exclusive of Systematic Exchanges). Exchanges in excess
                 of this limit may be subject to an exchange fee or may result
                 in termination of the exchange privilege.
 
               - The Fund reserves the right to reject any exchange request and
                 to modify or terminate the exchange privilege at any time. For
                 example, the Fund may reject exchanges from accounts engaged in
                 or known to engage in trading in excess of the limit above
                 (including market timing transactions).
 
               - Exchanges between accounts will be accepted only if the
                 registrations are identical.
 
                                                        Shareholder's manual  23
<PAGE> 
 
               - If the shares you are exchanging are held in certificate form,
                 you must return the certificate to your Fund prior to making
                 any exchanges.
 
               - Be sure that you read the prospectus for the fund into which
                 you are exchanging.
 
               - 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.
 
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. The
               redemption may be suspended for 10 days following an address
               change unless a signature guarantee is provided.
 
               IN WRITING
 
               To request a redemption in writing, please follow the
               instructions for written requests noted on page 26.
 
               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 request redemptions daily
               from your account by calling 1-800-525-3713 by the close of the
               regular trading session of the New York Stock Exchange ("NYSE"),
               normally 4:00 p.m., New York time. You may also use Janus
               XpressLine 1-888-979-7737, for access to this option 24 hours a
               day. (There is a daily limit of $100,000 per account for
               redemptions payable by check).
 
 24 Janus Global Life Sciences Fund
<PAGE> 
 
               BY INTERNET
 
               Redemptions may also be made on our Web site at janus.com.
 
               SYSTEMATIC REDEMPTION OPTION
 
               The Systematic Redemption Option allows 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
 
               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.
 
               BY ELECTRONIC TRANSFER
               If you have established the electronic redemption option, your
               redemption proceeds can be electronically transferred to your
               predesignated bank account on the next bank business day after
               receipt of your redemption request (wire transfer) or the second
               bank business day after receipt of your redemption request (ACH
               transfer). Wire transfers will be charged an $8 fee per wire and
               your bank may charge an additional fee to receive the wire. ACH
               transfers are made free of charge. Wire redemptions are not
               available for retirement accounts.
 
               If you would like to establish the electronic redemption option
               on an existing account, please call 1-800-525-3713 to request the
               appropriate form.
 
               IF THE SHARES BEING REDEEMED WERE PURCHASED BY CHECK, TELEPHONE
               ON OUR WEB SITE, OR THROUGH THE AUTOMATIC MONTHLY INVESTMENT
               PROGRAM, THE FUND MAY DELAY THE PAYMENT OF YOUR REDEMPTION
               PROCEEDS FOR UP TO 15 DAYS FROM THE DAY OF PURCHASE TO ALLOW THE
               PURCHASE TO CLEAR. Unless you provide alternate instructions,
               your proceeds will be invested in Janus
 
                                                        Shareholder's manual  25
<PAGE> 
 
               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 16
               and must include the following information:
 
               - the name of the Fund
 
               - the account number
 
               - the amount of money or number of shares being redeemed or
                 exchanged
 
               - the name(s) on the account
 
               - the signature(s) of all registered account owners
 
               - your daytime telephone number
 
               SIGNATURE REQUIREMENTS BASED ON ACCOUNT TYPE
 
               INDIVIDUAL, JOINT TENANTS, TENANTS IN COMMON
               Written instructions must be signed by each shareholder, exactly
               as the names appear in the account registration.
 
               UGMA OR UTMA
               Written instructions must be signed by the custodian in his/her
               capacity as it appears in the account registration.
 
               SOLE PROPRIETOR, GENERAL PARTNER
               Written instructions must be signed by an authorized individual
               in his/her capacity as it appears on the account registration.
 
               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.
 
 26 Janus Global Life Sciences Fund
<PAGE> 
 
               TRUST
               Written instructions must be signed by the trustee(s). If the
               name(s) of the current trustee(s) does not appear in the account
               registration, a certificate of incumbency dated within 60 days
               must also be submitted.
 
               IRA
               Written instructions must be signed by the account owner. If you
               do not want federal income tax withheld from your redemption, you
               must state that you elect not to have such withholding apply. In
               addition, your instructions must state whether the distribution
               is normal (after age 59 1/2) or premature (before age 59 1/2)
               and, if premature, whether any exceptions such as death or
               disability apply with regard to the 10% additional tax on early
               distributions.
 
SIGNATURE GUARANTEE
 
               In addition to the signature requirements, a SIGNATURE GUARANTEE
               IS ALSO REQUIRED if any of the following is applicable:
 
               - You request a redemption by check that exceeds $100,000.
 
               - You would like the check made payable to anyone other than the
                 shareholder(s) of record.
 
               - You would like the check mailed to an address which has been
                 changed within 10 days of the redemption request.
 
               - You would like the check mailed to an address other than the
                 address of record.
 
               THE FUND RESERVES THE RIGHT TO REQUIRE A SIGNATURE GUARANTEE
               UNDER OTHER CIRCUMSTANCES OR TO REJECT OR DELAY A REDEMPTION ON
               CERTAIN LEGAL GROUNDS. FOR MORE INFORMATION PERTAINING TO
               SIGNATURE GUARANTEES, PLEASE CALL 1-800-525-3713.
 
               HOW TO OBTAIN A SIGNATURE GUARANTEE
 
               A signature guarantee assures that a signature is genuine. The
               signature guarantee protects shareholders from unauthorized
               account transfers. The following financial institutions may
               guaran-
 
                                                        Shareholder's manual  27
<PAGE> 
 
               tee signatures: banks, savings and loan associations, trust
               companies, credit unions, broker-dealers and member firms of a
               national securities exchange. Call your financial institution to
               see if they have the ability to guarantee a signature. A
               signature guarantee cannot be provided by a notary public.
 
               If you live outside the United States, a foreign bank properly
               authorized to do business in your country of residence or a U.S.
               consulate may be able to authenticate your signature.
 
PRICING OF FUND SHARES
 
               All purchases, redemptions and exchanges will be processed at the
               NAV next calculated after your request is received and accepted
               by the Fund (or the Fund's agent or authorized designee). The
               Fund's NAV is calculated at the close of the regular trading
               session of the NYSE (normally 4:00 p.m. New York time) each day
               that the NYSE is open. The NAV of Fund shares is not determined
               on days the NYSE is closed (generally, New Year's Day, Martin
               Luther King Day, Presidents' Day, Good Friday, Memorial Day,
               Independence Day, Labor Day, Thanksgiving and Christmas). 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 Fund's
               portfolio securities are valued at market value or, if a market
               quotation is not readily available, at their fair value
               determined in good faith under procedures established by and
               under the supervision of the Trustees. Short-term instruments
               maturing within 60 days are valued at amortized cost, which
               approximates market value. See the SAI for more detailed
               information.
 
SHAREHOLDER SERVICES AND ACCOUNT POLICIES
 
               JANUS XPRESSLINE(TM)
 
               Janus XpressLine, our electronic telephone service, offers you
               24-hour access by TouchTone(TM) telephone to obtain information
               on account balances, Fund performance or dividends. You can also
               make exchanges, purchases and redemptions in existing accounts,
               request literature about any Janus fund, or order
 
 28 Janus Global Life Sciences Fund
<PAGE> 
 
               duplicate statements. Janus XpressLine is accessed by calling
               1-888-979-7737. Calls are limited to five minutes.
 
               JANUS WEB SITE
 
               Janus maintains a Web site located at janus.com. You can
               purchase, exchange and redeem shares and access information such
               as your account balance and the Fund's NAV through the Web site.
               In order to engage in transactions on our Web site, you must
               authorize us to transmit account information online and accept
               online instructions (see janus.com and follow the procedures
               accordingly). You may also need to have bank account information,
               wire instructions or other options established on your account.
               The Fund and its agents will not be responsible for any losses
               resulting from unauthorized transactions on our Web site when
               procedures designed for engaging in such transactions are
               followed. If you have questions, please call 1-800-975-9932 to
               speak to a Janus representative.
 
               ACCOUNT MINIMUMS
 
               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 and 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.
 
                                                        Shareholder's manual  29
<PAGE> 
 
               TRANSACTIONS THROUGH PROCESSING ORGANIZATIONS
 
               You may purchase or sell Fund shares through a broker-dealer,
               bank or other financial institution, or an organization that
               provides recordkeeping and consulting services to 401(k) plans or
               other employee benefit plans (a "Processing Organization").
               Processing Organizations may charge you a fee for this service
               and may require different minimum initial and subsequent
               investments than the Fund. Processing Organizations may also
               impose other charges or restrictions different from those
               applicable to shareholders who invest in the Fund directly. A
               Processing Organization, rather than its customer, may be the
               shareholder of record of your shares. The Fund is not responsible
               for the failure of any Processing Organization to carry out its
               obligations to its customers. Certain Processing Organizations
               may receive compensation from Janus Capital or its affiliates and
               certain Processing Organizations may receive compensation from
               the Fund for shareholder recordkeeping and similar services.
 
               TAXPAYER IDENTIFICATION NUMBER
 
               On 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 number, the IRS requires the Fund to
               withhold 31% of any dividends paid and redemption or exchange
               proceeds. In addition to the 31% backup withholding, you may be
               subject to a $50 fee to reimburse the Fund for any penalty that
               the IRS may impose.
 
               SHARE CERTIFICATES
 
               Most shareholders choose not to hold their shares in certificate
               form because account transactions such as exchanges and
               redemptions cannot be completed until the certificate has been
               returned to the Fund. The Fund will issue share certificates upon
               written request only and reserves the right to charge a fee for
               this
 
 30 Janus Global Life Sciences Fund
<PAGE> 
 
               service. Share certificates will not be issued until the shares
               have been held for at least 15 days and will not be issued for
               accounts that do not meet the minimum investment requirements.
               Share certificates cannot be issued for retirement accounts. In
               addition, if the certificate is lost, there may be a replacement
               charge.
 
               INVOLUNTARY REDEMPTIONS
 
               The Fund reserves the right to close an account if the
               shareholder is deemed to engage in activities which are illegal
               or otherwise believed to be detrimental to the Fund.
 
               TELEPHONE TRANSACTIONS
 
               You may initiate many transactions by telephone. The Fund and its
               agents will not be responsible for any losses resulting from
               unauthorized transactions when procedures designed to verify the
               identity of the caller are followed.
 
               It may be difficult to reach an Investor Service Representative
               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, calling the Janus XpressLine or visiting our Web site.
 
               TEMPORARY SUSPENSION OF SERVICES
 
               The Fund or its agents may, in case of emergency, temporarily
               suspend telephone transactions and other shareholder services.
 
               ADDRESS CHANGES
 
               To change the address on your account, call 1-800-525-3713 or
               send a written request signed by all account owners. Include the
               name of the Fund, the account number(s), the name(s) on the
               account and both the old and new addresses. Certain options may
               be suspended for 10 days following an address change unless a
               signature guarantee is provided.
 
                                                        Shareholder's manual  31
<PAGE> 
 
               REGISTRATION CHANGES
 
               To change the name on an account, the shares are generally
               transferred to a new account. In some cases, legal documentation
               may be required. For more information call 1-800-525-3713.
 
               STATEMENTS AND REPORTS
 
               Investors participating in an automatic investment program will
               receive quarterly confirmations of all transactions. Dividend
               information will be distributed annually. In addition, the Fund
               will send you an immediate transaction confirmation statement
               after every non-systematic transaction.
 
               The Fund produces financial reports, which include a list of the
               Fund's portfolio holdings, semiannually and updates its
               prospectus annually. To reduce expenses, the Fund may choose to
               mail only one report or prospectus to your household, even if
               more than one person in the household has a Fund account. Please
               call 1-800-525-3713 if you would like to receive additional
               reports or prospectuses. The Fund reserves the right to charge a
               fee for additional statement and report requests.
 
 32 Janus Global Life Sciences Fund
<PAGE> 
                                                          Management of the fund
 
INVESTMENT ADVISER
 
               Janus Capital Corporation, 100 Fillmore Street, Denver, Colorado
               80206-4928, is the investment adviser to the Fund and is
               responsible for the day-to-day management of its investment
               portfolio and other business affairs.
 
               Janus Capital began serving as investment adviser to Janus Fund
               in 1970 and currently serves as investment adviser to all of the
               Janus funds, acts as sub-adviser for a number of private-label
               mutual funds and provides separate account advisory services for
               institutional accounts.
 
               Janus Capital furnishes continuous advice and recommendations
               concerning the Fund's investments. Janus Capital also furnishes
               certain administrative, compliance and accounting services for
               the Fund, and may be reimbursed by the Fund for its costs in
               providing those services. In addition, Janus Capital employees
               serve as officers of the Trust and Janus Capital provides office
               space for the Fund and pays the salaries, fees and expenses of
               all Fund officers and those Trustees who are affiliated with
               Janus Capital.
 
MANAGEMENT EXPENSES
 
               The Fund pays Janus Capital a management fee which is calculated
               daily and paid monthly. The advisory agreement with the Fund
               spells out the management fee and other expenses that the Fund
               must pay. The Fund's management fee schedule is set out below:
 
<TABLE>
<CAPTION>
             Average Daily Net Assets of Fund                Annual Rate Percentage (%)
- ---------------------------------------------------------------------------------------
<S>                                                          <C>
  First $300 Million                                                    0.75
  Next $200 Million                                                     0.70
  Over $500 Million                                                     0.65
- ---------------------------------------------------------------------------------------
</TABLE>
 
               The Fund incurs expenses not assumed by Janus Capital, including
               transfer agent and custodian fees and expenses, legal and
               auditing fees, printing and mailing costs of sending reports and
               other information to existing shareholders, and independent
               Trustees' fees and expenses.
 
                                                      Management of the fund  33
<PAGE> 
 
PORTFOLIO MANAGER
 
THOMAS R. MALLEY
- --------------------------------------------------------------------------------
                   is Executive Vice President and portfolio manager of the
                   Fund, which he has managed since inception. He joined
                   Janus Capital in 1991 as a research analyst and has
                   focused on companies in the health care, pharmaceutical
                   and biotechnology industries. Mr. Malley has a Bachelor of
                   Science in Biology from Stanford University and received
                   the Chartered Financial Analyst designation.
 
 34 Janus Global Life Sciences Fund
<PAGE> 
                                                               Other information
 
               SIZE OF THE FUND
 
               Although there is no present intention to do so, the Fund may
               discontinue sales of its shares if management and the Trustees
               believe that continued sales may adversely affect the Fund's
               ability to achieve its investment objective. If sales of the Fund
               are discontinued, it is expected that existing shareholders of
               the Fund would be permitted to continue to purchase shares and to
               reinvest any dividends or capital gains distributions, absent
               highly unusual circumstances.
 
               YEAR 2000
 
               Preparing for Year 2000 is a high priority for Janus Capital,
               which has established a dedicated group to address this issue.
               Janus Capital has devoted considerable internal resources and has
               engaged one of the foremost experts in the field to help achieve
               Year 2000 readiness. Janus Capital does not anticipate that Year
               2000-related issues will have a material impact on its ability to
               continue to provide the Fund with service at current levels;
               however, Janus Capital cannot make any assurances that the steps
               it has taken to ensure Year 2000 readiness will be successful. In
               addition, there can be no assurance that Year 2000 issues will
               not affect the companies in which the Fund invests or worldwide
               markets and economies.
 
                                                           Other information  35
<PAGE> 
Distributions and taxes
 
DISTRIBUTIONS
 
               To avoid taxation of the Fund, the Internal Revenue Code requires
               the Fund to distribute net income and any net gains realized on
               its investments annually. The Fund's income from dividends and
               interest and any net realized short-term gains are paid to
               shareholders as ordinary income dividends. Net realized long-term
               gains are paid to shareholders as capital gains distributions.
               Dividends and capital gains distributions are normally declared
               and paid in December.
 
               HOW DISTRIBUTIONS AFFECT A FUND'S NAV
 
               Distributions are paid to shareholders as of the record date of
               the distribution of the Fund, regardless of how long the shares
               have been held. Dividends and capital gains awaiting distribution
               are included in the Fund's daily NAV. The share price of the Fund
               drops by the amount of the distribution, net of any subsequent
               market fluctuations. As an example, assume that on December 31,
               the Fund declared a dividend in the amount of $0.25 per share. If
               the Fund's share price was $10.00 on December 30, the Fund's
               share price on December 31 would be $9.75, barring market
               fluctuations. Shareholders should be aware that distributions
               from a taxable mutual fund are not value-enhancing and may create
               income tax obligations.
 
               "BUYING A DIVIDEND"
 
               If you purchase shares of the Fund just before the distribution,
               you will pay the full price for the shares and receive a portion
               of the purchase price back as a taxable distribution. This is
               referred to as "buying a dividend." In the above example, if you
               bought shares on December 30, you would have paid $10.00 per
               share. On December 31, the Fund would pay you $0.25 per share as
               a dividend and your shares would now be worth $9.75 per share.
               Unless your account is set up as a tax-deferred account,
               dividends paid to you would be included in your gross income for
               tax purposes, even though you may not have participated in the
 
 36 Janus Global Life Sciences Fund
<PAGE> 
 
               increase in NAV of the Fund, whether or not you reinvested the
               dividends.
 
DISTRIBUTION OPTIONS
 
               When you open an account, you must specify on your application
               how you want to receive your distributions. You may change your
               distribution option at any time by writing the Fund at one of the
               addresses listed on page 16 or calling 1-800-525-3713. The Fund
               offers the following options:
 
               1. REINVESTMENT OPTION. You may reinvest your income dividends
                  and capital gains distributions in additional shares. This
                  option is assigned automatically if no other choice is made.
 
               2. CASH OPTION. You may receive your income dividends and capital
                  gains distributions in cash.
 
               3. REINVEST AND CASH OPTION. You may receive either your income
                  dividends or capital gains distributions in cash and reinvest
                  the other in additional shares.
 
               4. REDIRECT OPTION. You may direct your dividends or capital
                  gains to purchase shares of another Janus fund.
 
               The Fund reserves the right to reinvest into your account
               undeliverable and uncashed dividend and distribution checks that
               remain outstanding for six months in shares of the Fund at the
               NAV next computed after the check is cancelled. Subsequent
               distributions may also be reinvested.
 
TAXES
 
               As with any investment, you should consider the tax consequences
               of investing in the Fund. Any time you sell or exchange shares of
               a Fund in a taxable account, it is considered a taxable event.
               Depending on the purchase price and the sale price, you may have
               a gain or loss on the transaction. Any tax liabilities generated
               by your transactions are your responsibility.
 
               The following discussion does not apply to tax-deferred accounts,
               nor is it a complete analysis of the federal tax implications of
               investing in the Fund. You may wish to consult your own tax
 
                                                     Distributions and taxes  37
<PAGE> 
 
               adviser. Additionally, state or local taxes may apply to your
               investment, depending upon the laws of your state of residence.
 
               TAXES ON DISTRIBUTIONS
 
               Dividends and distributions by the Fund are subject to federal
               income tax, regardless of whether the distribution is made in
               cash or reinvested in additional shares of the Fund.
               Distributions may be taxable at different rates depending on the
               length of time the Fund holds a security. In certain states, a
               portion of the dividends and distributions (depending on the
               source of the Fund's income) may be exempt from state and local
               taxes. Information regarding the tax status of income dividends
               and capital gains distributions will be mailed to shareholders on
               or before January 31st of each year.
 
               TAXATION OF THE FUND
 
               Dividends, interest and some capital gains received by the Fund
               on foreign securities may be subject to tax withholding or other
               foreign taxes. The Fund may from year to year make the election
               permitted under Section 853 of the Internal Revenue Code to pass
               through such taxes to shareholders as a foreign tax credit. If
               such an election is not made, any foreign taxes paid or accrued
               will represent an expense to the Fund.
 
               The Fund does not expect to pay federal income or excise taxes
               because it intends to meet certain requirements of the Internal
               Revenue Code. It is important that the Fund meets these
               requirements so that any earnings on your investment will not be
               taxed twice.
 
 38 Janus Global Life Sciences Fund
<PAGE> 
                                                    Glossary of investment terms
 
               This glossary provides a more detailed description of some of the
               types of securities and other instruments in which the Fund may
               invest. The Fund may invest in these instruments to the extent
               permitted by its investment objective and policies. The Fund is
               not limited by this discussion and may invest in any other types
               of instruments not precluded by the policies discussed elsewhere
               in this Prospectus. Please refer to the SAI for a more detailed
               discussion of certain instruments.
 
I. EQUITY AND DEBT SECURITIES
 
               BONDS are debt securities issued by a company, municipality,
               government or government agency. The issuer of a bond is required
               to pay the holder the amount of the loan (or par value of the
               bond) at a specified maturity and to make scheduled interest
               payments.
 
               COMMERCIAL PAPER is a short-term debt obligation with a maturity
               ranging from 1 to 270 days issued by banks, corporations and
               other borrowers to investors seeking to invest idle cash. The
               Fund may purchase commercial paper issued in private placements
               under Section 4(2) of the Securities Act of 1933.
 
               COMMON STOCKS are equity securities representing shares of
               ownership in a company, and usually carry 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.
 
               DEBT SECURITIES are equity securities representing money borrowed
               that must be repaid at a later date. Such securities have
               specific maturities and usually a specific rate of interest or an
               original purchase discount.
 
               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
 
                                                Glossary of investment terms  39
<PAGE> 
 
               (Global or European Depositary Receipts) and broker-dealers
               (depositary shares).
 
               FIXED-INCOME SECURITIES are securities that pay a specified rate
               of return. The term generally includes short- and long-term
               government, corporate and municipal obligations that pay a
               specified rate of interest or coupons for a specified period of
               time and preferred stock, which pays fixed dividends. Coupon and
               dividend rates may be fixed for the life of the issue or, in the
               case of adjustable and floating rate securities, for a shorter
               period.
 
               HIGH-YIELD/HIGH-RISK SECURITIES are securities that are rated
               below investment grade by the primary rating agencies (e.g., BB
               or lower by Standard & Poor's and Ba or lower by Moody's). Other
               terms commonly used to describe such securities include "lower
               rated bonds," "noninvestment grade bonds" and "junk bonds."
 
               MORTGAGE- AND ASSET-BACKED SECURITIES are shares in a pool of
               mortgages or other debt. These securities are generally pass-
               through securities, which means that principal and interest
               payments on the underlying securities (less servicing fees) are
               passed through to shareholders on a pro rata basis. These
               securities involve prepayment risk, which is the risk that the
               underlying mortgages or other debt may be refinanced or paid off
               prior to their maturities during periods of declining interest
               rates. In that case, the portfolio manager may have to reinvest
               the proceeds from the securities at a lower rate. Potential
               market gains on a security subject to prepayment risk may be more
               limited than potential market gains on a comparable security that
               is not subject to prepayment risk.
 
               PASSIVE FOREIGN INVESTMENT COMPANIES ("PFICs") are any foreign
               corporations which generate 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. To avoid taxes and interest that the Fund must pay if
               these investments are profitable, the Fund may make various
               elections permitted by the tax laws. These elections could
               require that the Fund recognize taxable income, which in turn
               must be
 
 40 Janus Global Life Sciences Fund
<PAGE> 
 
               distributed, before the securities are sold and before cash is
               received to pay the distributions.
 
               PREFERRED STOCKS are equity securities that generally pay
               dividends at a specified rate and have preference over common
               stock in the payment of dividends and liquidation. Preferred
               stock generally does not carry voting rights.
 
               REPURCHASE AGREEMENTS involve the purchase of a security by the
               Fund and a simultaneous agreement by the seller (generally a bank
               or dealer) to repurchase the security from the Fund at a
               specified date or upon demand. This technique offers a method of
               earning income on idle cash. These securities involve the risk
               that the seller will fail to repurchase the security, as agreed.
               In that case, the Fund will bear the risk of market value
               fluctuations until the security can be sold and may encounter
               delays and incur costs in liquidating the security.
 
               REVERSE REPURCHASE AGREEMENTS involve the sale of a security by
               the Fund to another party (generally a bank or dealer) in return
               for cash and an agreement by the Fund to buy the security back at
               a specified price and time. This technique will be used primarily
               to provide cash to satisfy unusually heavy redemption requests,
               or for other temporary or emergency purposes.
 
               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.
 
                                                Glossary of investment terms  41
<PAGE> 
 
               VARIABLE AND FLOATING RATE SECURITIES have variable or floating
               rates of interest and, under certain limited circumstances, may
               have varying principal amounts. These securities pay interest at
               rates that are adjusted periodically according to a specified
               formula, usually with reference to some interest rate index or
               market interest rate. The floating rate tends to decrease the
               security's price sensitivity to changes in interest rates.
 
               WARRANTS are securities, typically issued with preferred stocks
               or bonds, that give the holder the right to buy a proportionate
               amount of common stock at a specified price, usually at a price
               that is higher than the market price at the time of issuance of
               the warrant. The right may last for a period of years or
               indefinitely.
 
               WHEN-ISSUED, DELAYED DELIVERY AND FORWARD TRANSACTIONS generally
               involve the purchase of a security with payment and delivery at
               some time in the future - i.e., beyond normal settlement. The
               Fund does not earn interest on such securities until settlement
               and bears the risk of market value fluctuations in between the
               purchase and settlement dates. New issues of stocks and bonds,
               private placements and U.S. government securities may be sold in
               this manner.
 
II. FUTURES, OPTIONS AND OTHER DERIVATIVES
 
               FORWARD CONTRACTS are contracts to purchase or sell a specified
               amount of a financial instrument for an agreed upon price at a
               specified time. Forward contracts are not currently exchange
               traded and are typically negotiated on an individual basis. The
               Fund may enter into forward currency contracts to hedge against
               declines on the value of securities denominated in, or whose
               value is tied to, a currency other than the U.S. dollar or to
               reduce the impact of currency appreciation on purchases of such
               securities. It may also enter into forward contracts to purchase
               or sell securities or other financial indices.
 
               FUTURES CONTRACTS are contracts that obligate the buyer to
               receive and the seller to deliver an instrument or money at a
               specified price on a specified date. The Fund may buy and sell
               futures contracts on foreign currencies, securities and financial
               indices
 
 42 Janus Global Life Sciences Fund
<PAGE> 
 
               including interest rates or an index of U.S. government, foreign
               government, equity or fixed-income securities. The Fund may also
               buy options on futures contracts. An option on a futures contract
               gives the buyer the right, but not the obligation, to buy or sell
               a futures contract at a specified price on or before a specified
               date. Futures contracts and options on futures are standardized
               and traded on designated exchanges.
 
               INDEXED/STRUCTURED SECURITIES are typically short- to
               intermediate-term debt securities whose value at maturity or
               interest rate is linked to currencies, interest rates, equity
               securities, indices, commodity prices or other financial
               indicators. Such securities may be positively or negatively
               indexed (i.e., their value may increase or decrease if the
               reference index or instrument appreciates). Indexed/structured
               securities may have return characteristics similar to direct
               investments in the underlying instruments and may be more
               volatile than the underlying instruments. The Fund bears the
               market risk of an investment in the underlying instruments, as
               well as the credit risk of the issuer.
 
               OPTIONS are the right, but not the obligation, to buy or sell a
               specified amount of securities or other assets on or before a
               fixed date at a predetermined price. The Fund may purchase and
               write put and call options on securities, securities indices and
               foreign currencies.
 
                                                Glossary of investment terms  43
<PAGE> 
 
                       This page intentionally left blank
 
 44
<PAGE> 
 
                       This page intentionally left blank
<PAGE> 
 
[JANUS LOGO]
          1-800-525-3713
          P.O. Box 173375
          Denver, Colorado 80217-3375
          janus.com
 
You can request other information, including a Statement of
Additional Information free of charge, by contacting Janus at
1-800-525-3713 or visiting our Web site at janus.com. Other
information is also available from financial intermediaries that
sell shares of the Fund.
 
The Statement of Additional Information provides detailed
information about the Fund and is incorporated into this Prospectus
by reference. You may review the Fund's Statement of Additional
Information at the Public Reference Room of the SEC or get text only
copies for a fee, by writing to or calling the Public Reference
Room, Washington, D.C. 20549-6009 (1-800-SEC-0330). You may obtain
the Statement of Additional Information for free from the SEC's Web
site at http://www.sec.gov.
 
              Investment Company Act File No. 811-1879
 
  3182
<PAGE> 
 
 
                                                     [JANUS LOGO]
 
                         Janus Global    
                           Technology Fund
 
                                       PROSPECTUS
                                       FEBRUARY 17, 1999
 
                         THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED
                         OR DISAPPROVED OF THESE SECURITIES OR PASSED ON THE
                         ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
                         REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE> 
 
    [JANUS LOGO]
<PAGE> 
 
                                                               Table of contents
 
<TABLE>
                <S>                                               <C>
                RISK/RETURN SUMMARY
                   Janus Global Technology Fund.................    2
                   Fees and expenses............................    4
                INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT
                STRATEGIES AND RISKS
                   Investment objective and principal investment
                   strategies...................................    5
                   General portfolio policies...................    6
                   Risks........................................   10
                SHAREHOLDER'S MANUAL
                   Minimum investments..........................   17
                   Types of account ownership...................   17
                   How to open your Janus account...............   19
                   How to purchase shares.......................   19
                   How to exchange shares.......................   22
                   How to redeem shares.........................   23
                   Shareholder services and account policies....   28
                MANAGEMENT OF THE FUND
                   Investment adviser...........................   32
                   Management expenses..........................   32
                   Portfolio manager............................   33
                OTHER INFORMATION............... ...............   34
                DISTRIBUTIONS AND TAXES
                   Distributions................................   35
                   Taxes........................................   36
                GLOSSARY
                   Glossary of investment terms.................   38
 
</TABLE>
 
                                                            Table of contents  1
<PAGE> 
Risk return summary
 
JANUS GLOBAL TECHNOLOGY FUND
 
1. WHAT IS THE INVESTMENT OBJECTIVE OF JANUS GLOBAL TECHNOLOGY FUND?
 
               The Fund seeks long-term growth of capital.
 
               The Fund's Trustees may change this objective without a
               shareholder vote and the Fund will notify you of any changes that
               are material. If there is a material change in the Fund's
               objective or policies, you should consider whether the Fund
               remains an appropriate investment for you. There is no guarantee
               that the Fund will meet its objective.
 
2. WHAT ARE THE MAIN INVESTMENT STRATEGIES OF JANUS GLOBAL TECHNOLOGY FUND?
 
               The Fund invests primarily in equity securities of U.S. and
               foreign companies selected for their growth potential. Normally,
               it invests at least 65% of its total assets in securities of
               companies that the portfolio manager believes will benefit
               significantly from advances or improvements in technology.
 
               The portfolio manager applies a "bottom up" approach in choosing
               investments. In other words, he looks for companies with earnings
               growth potential one at a time. If the portfolio manager is
               unable to find investments with earnings growth potential, a
               significant portion of the Fund's assets may be in cash or
               similar investments.
 
3. WHAT ARE THE MAIN RISKS OF INVESTING IN JANUS GLOBAL TECHNOLOGY FUND?
 
               The biggest risk of investing in this Fund is that its returns
               may vary and you could lose money. If you are considering
               investing in the Fund, remember that it is designed for long-term
               investors who can accept the risks of investing in a portfolio
               with significant foreign common stock holdings. Common stocks
               tend to be more volatile than other investment choices.
 
               The value of the Fund's portfolio may decrease if the value of an
               individual company in the portfolio decreases. The value of the
               Fund's portfolio could also decrease if the stock market goes
               down. If the value of the Fund's portfolio decreases, the Fund's
               net asset value (NAV) will also decrease which means if you sell
               your shares in the Fund you would get back less money.
 
 2 Janus Global Technology Fund
<PAGE> 
 
               Although the Fund does not concentrate its investments in
               specific industries, it may invest in companies related in such a
               way that they react similarly to certain market pressures. For
               example, competition among technology companies may result in
               increasingly aggressive pricing of their products and services,
               which may affect the profitability of companies in the Fund's
               portfolio. In addition, because of the rapid pace of
               technological development, products or services developed by
               companies in the Fund's portfolio may become rapidly obsolete or
               have relatively short product cycles. As a result, the Fund's
               returns may be considerably more volatile than the returns of a
               fund that does not invest in similarly related companies.
 
               The Fund may have significant exposure to foreign markets. As a
               result, its returns and NAV may be affected to a large degree by
               fluctuations in currency exchange rates or political or economic
               conditions in a particular country.
 
               The Fund is nondiversified. In other words, it may hold larger
               positions in a smaller number of securities than a diversified
               fund. As a result, a single security's increase or decrease in
               value may have a greater impact on the Fund's NAV and total
               return.
 
               An investment in the Fund is not a bank deposit and is not
               insured or guaranteed by the Federal Deposit Insurance
               Corporation or any other government agency.
 
                                                          Risk return summary  3
<PAGE> 
 
FEES AND EXPENSES
 
               SHAREHOLDER FEES, such as sales loads, redemption fees or
               exchange fees, are charged directly to an investor's account. All
               Janus funds are no-load investments, so you will not pay any
               shareholder fees when you buy or sell shares of the Fund.
 
               ANNUAL FUND OPERATING EXPENSES are paid out of the Fund's assets
               and include fees for portfolio management, maintenance of
               shareholder accounts, shareholder servicing, accounting and other
               services. You do not pay these fees directly but, as the example
               below shows, these costs are borne indirectly by all
               shareholders.
 
               This table describes the fees and expenses that you may pay if
               you buy and hold shares of the Fund. It is based upon gross
               expenses (without the effect of expense offset arrangements).
 
<TABLE>
<CAPTION>
                                                           Janus Global Technology Fund
   <S>                                                     <C>                          
   Management Fee                                               0.75%
   Other Expenses                                               0.50%      (1)
   Total Annual Fund Operating Expenses                         1.25%
</TABLE>
 
- --------------------------------------------------------------------------------
  (1) "Other Expenses" are based on the estimated expenses that the Fund
      expects to incur in its initial fiscal year
- --------------------------------------------------------------------------------
 
  EXAMPLE:
  This example is intended to help you compare the cost of investing in the
  Fund with the cost of investing in other mutual funds. The example
  assumes that you invest $10,000 in the Fund for the time periods
  indicated then redeem all of your shares at the end of those periods. The
  example also assumes that your investment has a 5% return each year and
  that the Fund's operating expenses remain the same. Although your actual
  costs may be higher or lower, based on these assumptions your costs would
  be:
 
<TABLE>
<CAPTION>
                                                                 1 Year    3 Years
   <S>                                                           <C>       <C>
                                                                 -----------------
   Janus Global Technology Fund                                   $127      $397
</TABLE>
 
 4 Janus Global Technology Fund
<PAGE> 
                                                Investment objective, principal
                                                           investment strategies
                                                           and risks
 
               This section takes a closer look at the investment objective of
               the Fund, its principal investment strategies and certain risks
               of investing in the Fund. Strategies and policies that are noted
               as "fundamental" cannot be changed without a shareholder vote.
 
               Please carefully review the "Risks" section of this Prospectus on
               pages 10-13 for a discussion of risks associated with certain
               investment techniques. We've also included a Glossary with
               descriptions of investment terms used throughout this Prospectus.
 
INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES
 
               Janus Global Technology Fund seeks long-term growth of capital.
               It pursues its objective by investing primarily in equity
               securities of U.S. and foreign companies selected for their
               growth potential. Normally, it invests at least 65% of its total
               assets in securities of companies that the portfolio manager
               believes will benefit significantly from advances or improvements
               in technology. These companies generally fall into two
               categories:
 
               a. Companies that the portfolio manager believes have or will
                  develop products, processes or services that will provide
                  significant technological advancements or improvements; and
 
               b. Companies that the portfolio manager believes rely extensively
                  on technology in connection with their operations or services.
 
The following questions and answers are designed to help you better understand
the Fund's principal investment strategies.
 
1. HOW ARE COMMON STOCKS SELECTED?
 
               The Fund may invest substantially all of its assets in common
               stocks if its portfolio manager believes that common stocks will
               appreciate in value. The portfolio manager generally takes a
               "bottom up" approach to selecting companies. In other words, he
               seeks to identify individual companies with earnings growth
               potential that may not be recognized by the market at large. He
 
              Investment objective, principal investment strategies and risks  5
<PAGE> 
 
               makes this assessment by looking at companies one at a time,
               regardless of size, country of organization, place of principal
               business activity, or other similar selection criteria.
               Realization of income is not a significant consideration when
               choosing investments for the Fund. Income realized on the Fund's
               investments will be incidental to its objective.
 
2. ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?
 
               Generally, yes. The portfolio manager seeks companies that meet
               his selection criteria, regardless of where a company is located.
               Foreign securities are generally selected on a stock-by-stock
               basis without regard to any defined allocation among countries or
               geographic regions. However, certain factors such as expected
               levels of inflation, government policies influencing business
               conditions, the outlook for currency relationships, and prospects
               for economic growth among countries, regions or geographic areas
               may warrant greater consideration in selecting foreign
               securities. There are no limitations on the countries in which
               the Fund may invest and the Fund may at times have significant
               foreign exposure.
 
3. WHAT IS JANUS GLOBAL TECHNOLOGY FUND'S INDUSTRY POLICY?
 
               Janus Global Technology Fund will not concentrate its investments
               in any particular industry or group of related industries. As a
               result, its portfolio manager may have more flexibility to find
               companies that he believes will benefit from advances or
               improvements in technology in a number of industries.
               Nevertheless, the Fund may hold a significant portion of its
               assets in industries such as: aerospace/defense; biotechnology;
               computers; office/business equipment; semiconductors; software;
               telecommunications; and telecommunications equipment.
 
GENERAL PORTFOLIO POLICIES
 
               In investing its portfolio assets, the Fund will follow the
               general policies listed below. The percentage limitations
               included in these policies and elsewhere in this Prospectus apply
               at the time of purchase of the security. So, for example, if the
               Fund exceeds a
 
 6 Janus Global Technology Fund
<PAGE> 
 
               limit as a result of market fluctuations or the sale of
               securities, it will not be required to dispose of any securities.
 
               CASH POSITION
               When the Fund's portfolio manager believes that market conditions
               are unfavorable for profitable investing, or when he is otherwise
               unable to locate attractive investment opportunities, the Fund's
               cash or similar investments may increase. In other words, the
               Fund does not always stay fully invested in stocks. Cash or
               similar investments generally are a residual - they represent the
               assets that remain after the portfolio manager has committed
               available assets to desirable investment opportunities. However,
               the portfolio manager may also temporarily increase the Fund's
               cash position to protect its assets or maintain liquidity. When
               the Fund's investments in cash or similar investments increase,
               it may not participate in market advances or declines to the same
               extent that it would if the Fund remained more fully invested in
               stocks.
 
               OTHER TYPES OF INVESTMENTS
               The Fund invests primarily in domestic and foreign equity
               securities, which may include preferred stocks, common stocks,
               warrants and securities convertible into common or preferred
               stocks, but it may also invest to a lesser degree in other types
               of securities. These securities (which are described in the
               Glossary) may include:
 
               - debt securities
 
               - indexed/structured securities
 
               - high-yield/high-risk securities (less than 35% of the Fund's
                 assets)
 
               - options, futures, forwards and other types of derivatives for
                 hedging purposes or for non-hedging purposes such as seeking to
                 enhance return
 
               - securities purchased on a when-issued, delayed delivery or
                 forward commitment basis
 
              Investment objective, principal investment strategies and risks  7
<PAGE> 
 
               ILLIQUID INVESTMENTS
               The Fund may invest up to 15% of its net assets in illiquid
               investments. An illiquid investment is a security or other
               position that cannot be disposed of quickly in the normal course
               of business. For example, some securities are not registered
               under the U.S. securities laws and cannot be sold to the U.S.
               public because of SEC regulations (these are known as "restricted
               securities"). Under procedures adopted by the Fund's Trustees,
               certain restricted securities may be deemed liquid, and will not
               be counted toward this 15% limit.
 
               FOREIGN SECURITIES
               The Fund may invest without limit in foreign equity and debt
               securities. The Fund may invest directly in foreign securities
               denominated in a foreign currency and not publicly traded in the
               United States. Other ways of investing in foreign securities
               include depositary receipts or shares, and passive foreign
               investment companies.
 
               SPECIAL SITUATIONS
               The Fund may invest in special situations. A special situation
               arises when, in the opinion of the Fund's portfolio manager, the
               securities of a particular issuer will be recognized and
               appreciate in value due to a specific development with respect to
               that issuer. Developments creating a special situation might
               include, among others, a new product or process, a technological
               breakthrough, a management change or other extraordinary
               corporate event, or differences in market supply of and demand
               for the security. The Fund's performance could suffer if the
               anticipated development in a "special situation" investment does
               not occur or does not attract the expected attention.
 
               PORTFOLIO TURNOVER
               The Fund generally intends to purchase securities for long-term
               investment although, to a limited extent, the Fund may purchase
               securities in anticipation of relatively short-term price gains.
               Short-term transactions may also result from liquidity needs,
               securities
 
 8 Janus Global Technology Fund
<PAGE> 
 
               having reached a price or yield objective, changes in interest
               rates or the credit standing of an issuer, or by reason of
               economic or other developments not foreseen at the time of the
               investment decision. The Fund may also sell one security and
               simultaneously purchase the same or a comparable security to take
               advantage of short-term differentials in bond yields or
               securities prices. Changes are made in the Fund's portfolio
               whenever its portfolio manager believes such changes are
               desirable. Portfolio turnover rates are generally not a factor in
               making buy and sell decisions.
 
               The Fund may invest in companies with relatively short product
               cycles, for example, 6 to 9 months. Consequently, its portfolio
               turnover may be frequent. 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. Higher costs associated with increased portfolio turnover
               may offset gains in the Fund's performance.
 
              Investment objective, principal investment strategies and risks  9
<PAGE> 
 
RISKS
 
               Because the Fund may invest substantially all of its assets in
               common stocks, the main risk is the risk that the value of the
               stocks it holds might decrease in response to the activities of
               an individual company or in response to general market and/or
               economic conditions. If this occurs, the Fund's share price may
               also decrease. The Fund's performance may also be affected by
               risks specific to certain types of investments, such as foreign
               securities, derivative investments, non-investment grade debt
               securities or companies with relatively small market
               capitalizations. The Fund's performance may also be affected by
               industry risk.
 
The following questions and answers are designed to help you better understand
some of the risks of investing in the Fund.
 
1. THE FUND MAY INVEST IN SMALLER OR NEWER COMPANIES. DOES THIS CREATE ANY
   SPECIAL RISKS?
 
               Particularly in the area of technology, many attractive
               investment opportunities may be smaller, start-up companies
               offering emerging products or services. Smaller or newer
               companies may suffer more significant losses as well as realize
               more substantial growth than larger or more established issuers
               because they may lack depth of management, be unable to generate
               funds necessary for growth or potential development, or be
               developing or marketing new products or services for which
               markets are not yet established and may never become established.
               In addition, such companies may be insignificant factors in their
               industries and may become subject to intense competition from
               larger or more established companies. Securities of smaller or
               newer companies may have more limited trading markets than the
               markets for securities of larger or more established issuers, and
               may be subject to wide price fluctuations. Investments in such
               companies tend to be more volatile and somewhat more speculative.
 
 10 Janus Global Technology Fund
<PAGE> 
 
2. HOW COULD THE FUND'S INVESTMENTS IN FOREIGN SECURITIES AFFECT ITS
   PERFORMANCE?
 
               The Fund may invest without limit in foreign securities either
               indirectly (e.g., depositary receipts) or directly in foreign
               markets. Investments in foreign securities, including those of
               foreign governments, may involve greater risks than investing in
               domestic securities because the Fund's performance may depend on
               issues other than the performance of a particular company. These
               issues include:
 
               - CURRENCY RISK. As long as the Fund holds a foreign security,
                 its value will be affected by the value of the local currency
                 relative to the U.S. dollar. When the Fund sells a foreign
                 denominated security, its value may be worth less in U.S.
                 dollars even if the security increases in value in its home
                 country. U.S. dollar denominated securities of foreign issuers
                 may also be affected by currency risk.
 
               - POLITICAL AND ECONOMIC RISK. Foreign investments may be subject
                 to heightened political and economic risks, particularly in
                 emerging markets which may have relatively unstable
                 governments, immature economic structures, national policies
                 restricting investments by foreigners, different legal systems,
                 and economies based on only a few industries. In some
                 countries, there is the risk that the government may take over
                 the assets or operations of a company or that the government
                 may impose taxes or limits on the removal of the Fund's assets
                 from that country.
 
               - REGULATORY RISK. There may be less government supervision of
                 foreign markets. As a result, foreign issuers may not be
                 subject to the uniform accounting, auditing and financial
                 reporting standards and practices applicable to domestic
                 issuers and there may be less publicly available information
                 about foreign issuers.
 
               - MARKET RISK. Foreign securities markets, particularly those of
                 emerging market 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
 
             Investment objective, principal investment strategies and risks  11
<PAGE> 
 
                 settling securities transactions. In some foreign markets,
                 there may not be protection against failure by other parties to
                 complete transactions.
 
               - TRANSACTION COSTS. Costs of buying, selling and holding foreign
                 securities, including brokerage, tax and custody costs, may be
                 higher than those involved in domestic transactions.
 
3. HOW DOES THE NONDIVERSIFIED STATUS OF THE FUND AFFECT ITS RISK?
 
               Diversification is a way to reduce risk by investing in a broad
               range of stocks or other securities. A "nondiversified" fund has
               the ability to take larger positions in a smaller number of
               issuers. Because the appreciation or depreciation of a single
               stock may have a greater impact on the NAV of a nondiversified
               fund, its share price can be expected to fluctuate more than a
               comparable diversified fund. This fluctuation, if significant,
               may affect the performance of the Fund.
 
4. WHAT IS "INDUSTRY RISK"?
 
               Industry risk is the possibility that a group of related stocks
               will decline in price due to industry-specific developments.
               Companies in the same or similar industries may share common
               characteristics and are more likely to react similarly to
               industry-specific market or economic developments. In
               technology-related industries, competitive pressures may have a
               significant effect on the performance of companies in which the
               Fund may invest. In addition, technology and technology-related
               companies often progress at an accelerated rate, and these
               companies may be subject to short product cycles and aggressive
               pricing which may increase their volatility.
 
               Although Janus Global Technology Fund does not "concentrate" in a
               specific group of industries, it may at times have significant
               exposure to companies in a variety of technology-related
               industries.
 
 12 Janus Global Technology Fund
<PAGE> 
 
5. I'VE HEARD A LOT ABOUT HOW THE CHANGE TO THE YEAR 2000 COULD AFFECT COMPUTER
   SYSTEMS. DOES THIS CREATE ANY SPECIAL RISKS?
 
               The portfolio manager carefully researches each potential
               investment before making an investment decision and, among other
               things, considers Year 2000 readiness when selecting portfolio
               holdings. However, there is no guarantee that the information the
               portfolio manager receives regarding a company's Year 2000
               readiness is completely accurate. If a company has not
               satisfactorily addressed Year 2000 issues, the Fund's performance
               could suffer.
 
6. ARE THERE SPECIAL RISKS ASSOCIATED WITH INVESTMENTS IN HIGH-YIELD/HIGH-RISK
   SECURITIES?
 
               High-yield/high-risk securities (or "junk" bonds) are securities
               rated below investment grade by the primary rating agencies such
               as Standard & Poor's and Moody's. The value of lower quality
               securities generally is more dependent on credit risk, or the
               ability of the issuer to meet interest and principal payments,
               than investment grade debt securities. Issuers of high-yield
               securities may not be as strong financially as those issuing
               bonds with higher credit ratings and are more vulnerable to real
               or perceived economic changes, political changes or adverse
               developments specific to the issuer.
 
               Please refer to the SAI for a description of bond rating
               categories.
 
7. HOW DOES THE FUND TRY TO REDUCE RISK?
 
               The Fund may use futures, options and other derivative
               instruments to "hedge" or protect its portfolio from adverse
               movements in securities prices and interest rates. The Fund may
               also use a variety of currency hedging techniques, including
               forward currency contracts, to manage exchange rate risk. The
               Fund believes the use of these instruments will benefit the Fund.
               However, the Fund's performance could be worse than if the Fund
               had not used such instruments if the portfolio manager's
               judgement proves incorrect. Risks associated with the use of
               derivative instruments are described in the SAI.
 
             Investment objective, principal investment strategies and risks  13
<PAGE> 
 
Janus Global Technology Fund
<PAGE> 
 
                   Shareholder's
                   Manual
 
                   This section will help you become
                   familiar with the different types
                   of accounts you can establish with
                   Janus. It also explains in detail
                   the wide array of services and
                   features you can establish on your
                   account, as well as account
                   policies and fees that may apply
                   to your account. Account policies
                   (including fees), services and
                   features may be modified or
                   discontinued without shareholder
                   approval or prior notice.
 
                                                 [JANUS LOGO]
<PAGE> 
 
HOW TO GET IN TOUCH WITH JANUS
 
               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: Monday-Friday 7:00 a.m. to 6:00 p.m.
               Mountain time and Saturday 9:00 a.m. to 1:00 p.m. Mountain time.
 
               100 Fillmore Street, Suite 100
               Denver, CO 80206
 
               3773 Cherry Creek North Drive, Suite 101
               Denver, CO 80209
 
 QUICK ADDRESS AND TELEPHONE REFERENCE
- --------------------------------------------------------------------------------
 
<TABLE>
  <S>                                           <C>
  MAILING ADDRESS                               JANUS XPRESSLINE(TM)
  Janus                                         1-888-979-7737
  P.O. Box 173375                               For 24-hour access to account
  Denver, CO 80217-3375                         and fund information,
                                                exchanges, purchases and
  FOR OVERNIGHT CARRIER                         redemptions, automated daily
  Janus                                         quotes on fund share prices,
  Suite 101                                     yields and total refunds.
  3773 Cherry Creek North Drive
  Denver, CO 80209-3811                         TDD
                                                1-800-525-0056
  INVESTOR SERVICE REPRESENTATIVES              A telecommunications device
  If you have any questions while reading       for our hearing- and
  this Prospectus, please call one of our       speech-impaired shareholders.
  Investor Service Representatives at
  1-800-525-3713 Monday-Friday: 8:00            JANUS LITERATURE LINE
  a.m.-8:00 p.m., and Saturday: 10:00           1-800-525-8983
  a.m.-4:00 p.m., New York time.                To request a prospectus,
                                                shareholder reports or
  JANUS INTERNET ADDRESS                        marketing materials 24 hours a
  janus.com                                     day.
</TABLE>
 
 16 Janus Global Technology Fund
<PAGE> 
 
MINIMUM INVESTMENTS*
- ---------------------------------------------
 
<TABLE>
<S>                                 <C>
To open a new regular account        $2,500

To open a new retirement,
education or UGMA/UTMA account       $  500

To open a new regular account with
an Automatic Investment Program      $  500**

To add to any type of an account     $  100+
</TABLE>
 
 * The Fund reserves the right to
   change the amount of these
   minimums from time to time or
   to waive them in whole or in
   part for certain types of
   accounts.
** An Automatic Investment Program
   requires a $100 minimum
   automatic investment per month
   until the account balance
   reaches $2,500.
 + The minimum subsequent
   investment for IRA UGMA/UTMA
   accounts is $50.
 
TYPES OF ACCOUNT OWNERSHIP
 
               If you are investing in the Fund for the first time, you will
               need to establish an account. You can establish the following
               types of accounts by completing a New Account Application. To
               request an application, call 1-800-525-3713 or visit our Web site
               at janus.com to download an application.
 
               INDIVIDUAL OR JOINT OWNERSHIP
 
               Individual accounts are owned by one person. Joint accounts have
               two or more owners.
 
               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.
 
               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.
 
               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.
 
                                                        Shareholder's manual  17
<PAGE> 
 
TAX-DEFERRED ACCOUNTS
 
               If you are eligible, you may set up one or more tax-deferred
               accounts. A tax-deferred account allows you to shelter your
               investment income and capital gains from current income taxes. A
               contribution to certain of these plans may also be tax
               deductible. Tax-deferred accounts include retirement plans
               described below and the Education IRA. Distributions from these
               plans are generally subject to income tax and may be subject to
               an additional tax if withdrawn prior to age 59 1/2 or used for a
               nonqualifying purpose. Investors should consult their tax adviser
               or legal counsel before selecting a tax-deferred account.
 
               Investors Fiduciary Trust Company serves as custodian for the
               tax-deferred accounts offered by the Fund. You will be charged an
               annual account maintenance fee of $12 for each taxpayer
               identification number no matter how many tax-deferred accounts
               you have with Janus. You may pay the fee by check or have it
               automatically deducted from your account (usually in December).
               The custodian reserves the right to change the amount of this fee
               or to waive it in whole or in part for certain types of accounts.
 
               The following plans require a special application. For an
               application and more details about our Retirement Plans, call
               1-800-525-3713.
 
               TRADITIONAL AND ROTH INDIVIDUAL RETIREMENT ACCOUNTS
               Both types of IRAs allow most individuals 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 more complete information regarding IRAs.
 
               EDUCATION IRA
               This plan allows individuals, subject to certain income
               limitations, to contribute up to $500 annually on behalf of any
               child under the age of 18. Please refer to the Janus IRA booklet
               for more complete information regarding the Education IRA.
 
 18 Janus Global Technology Fund
<PAGE> 
 
               SIMPLIFIED EMPLOYEE PENSION PLAN
               This plan allows small business owners (including sole
               proprietors) to make tax-deductible contributions for themselves
               and any eligible employee(s). A SEP requires an IRA (a SEP-IRA)
               to be set up for each SEP participant.
 
               PROFIT SHARING OR MONEY PURCHASE PENSION PLAN
               These plans are open to corporations, partnerships and sole
               proprietors to benefit their employees and themselves.
 
               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.
 
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 and make your check payable to Janus. The Fund is
               available only to U.S. citizens or residents, and your
               application will be returned if you do not meet these criteria.
               Send all items to one of the addresses listed in the "Quick
               Address and Telephone Reference" on page 16.
 
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:
 
               - Cash, credit cards, third party checks and credit card checks
                 will not be accepted.
 
               - All purchases must be made in U.S. dollars.
 
               - Checks must be drawn on a U.S. bank and made payable to Janus.
 
                                                        Shareholder's manual  19
<PAGE> 
 
               - If a check does not clear your bank, the Fund reserves the
                 right to cancel the purchase.
 
               - If the Fund is unable to debit your predesignated bank account
                 on the day of purchase, it may make additional attempts or
                 cancel the purchase.
 
               - The Fund reserves the right to reject any specific purchase
                 request.
 
               If your purchase is cancelled, you will be responsible for any
               losses or fees imposed by your bank and losses that may be
               incurred as a result of any decline in the value of the cancelled
               purchase. The Fund (or its agents) has the authority to redeem
               shares in your account(s) to cover any such losses due to
               fluctuations in share price. Any profit on such cancellation will
               accrue to the Fund.
 
               ONCE YOU HAVE OPENED YOUR JANUS ACCOUNT, THE MINIMUM AMOUNT FOR
               AN ADDITIONAL INVESTMENT IS $100 ($50 FOR IRAs OR UGMA/UTMA
               ACCOUNTS). 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
               made payable to Janus 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. To purchase
               shares by telephone, call an Investor Service Representative at
               1-800-525-3713 during normal business hours or call the Janus
               XpressLine, 1-888-979-7737, for access to this option 24 hours a
 
 20 Janus Global Technology Fund
<PAGE> 
 
               day. When you make an additional purchase by telephone, Janus
               will automatically debit your predesignated bank account for the
               desired amount. To establish the telephone purchase option on
               your new account, complete the "Telephone Purchase of Shares
               Option" section on the application and attach a "voided" check or
               deposit slip from your bank account. If your account is already
               established, call 1-800-525-3713 to request the appropriate form.
               This option will become effective ten days after the form is
               received.
 
               BY WIRE
 
               Purchases may also be made by wiring money from your bank account
               to your Janus account. Call 1-800-525-3713 to receive wiring
               instructions.
 
               BY INTERNET
 
               You must pre-establish the "Telephone Purchase of Shares Option"
               to make a purchase on our Web site at janus.com. If you have
               questions, please call 1-800-975-9932 to speak to a Janus
               representative.
 
               AUTOMATIC INVESTMENT PROGRAMS
 
               Janus offers several automatic investment programs to help
               investors achieve their financial goals as simply and
               conveniently as possible. You may open a new account with a $500
               initial purchase and $100 automatic subsequent investments.
 
               AUTOMATIC MONTHLY INVESTMENT PROGRAM
               You select the day each month that your money ($100 minimum) will
               be electronically transferred from your bank account to your Fund
               account. To establish this option, complete the "Automatic
               Monthly Investment Program" section on the application and attach
               a "voided" check from your bank account. If your Fund account is
               already established, call 1-800-525-3713 to request the
               appropriate form.
 
                                                        Shareholder's manual  21
<PAGE> 
 
               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.
 
               BY SYSTEMATIC EXCHANGE
               With a Systematic Exchange you determine the amount of money
               ($100 minimum) you would like automatically exchanged from one
               Janus account to another on any day of the month. For more
               information on how to establish this option, call 1-800-525-3713.
 
HOW TO EXCHANGE SHARES
 
               On any business day, you may exchange all or a portion of your
               shares into any other available Janus fund.
 
               IN WRITING
 
               To request an exchange in writing, please follow the instructions
               for written requests on page 25.
 
               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 XpressLine, 1-888-979-7737, for
               access to this option 24 hours a day.
 
               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.
 
 22 Janus Global Technology Fund
<PAGE> 
 
               BY INTERNET
 
               Exchanges may also be made on our Web site at janus.com.
 
               EXCHANGE POLICIES
 
               - 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.
 
               - Exchanges between existing accounts must meet the $100
                 subsequent investment requirement.
 
               - You may make four exchanges out of the Fund during a calendar
                 year (exclusive of Systematic Exchanges). Exchanges in excess
                 of this limit may be subject to an exchange fee or may result
                 in termination of the exchange privilege.
 
               - The Fund reserves the right to reject any exchange request and
                 to modify or terminate the exchange privilege at any time. For
                 example, the Fund may reject exchanges from accounts engaged in
                 or known to engage in trading in excess of the limit above
                 (including market timing transactions).
 
               - Exchanges between accounts will be accepted only if the
                 registrations are identical.
 
               - If the shares you are exchanging are held in certificate form,
                 you must return the certificate to your Fund prior to making
                 any exchanges.
 
               - Be sure that you read the prospectus for the fund into which
                 you are exchanging.
 
               - 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.
 
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
 
                                                        Shareholder's manual  23
<PAGE> 
 
               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. The redemption may be
               suspended for 10 days following an address change unless a
               signature guarantee is provided.
 
               IN WRITING
 
               To request a redemption in writing, please follow the
               instructions for written requests noted on page 25.
 
               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 request redemptions daily
               from your account by calling 1-800-525-3713 by the close of the
               regular trading session of the New York Stock Exchange ("NYSE"),
               normally 4:00 p.m., New York time. You may also use Janus
               XpressLine 1-888-979-7737, for access to this option 24 hours a
               day. (There is a daily limit of $100,000 per account for
               redemptions payable by check).
 
               BY INTERNET
 
               Redemptions may also be made on our Web site at janus.com.
 
               SYSTEMATIC REDEMPTION OPTION
 
               The Systematic Redemption Option allows 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
 
               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.
 
 24 Janus Global Technology Fund
<PAGE> 
 
               BY ELECTRONIC TRANSFER
               If you have established the electronic redemption option, your
               redemption proceeds can be electronically transferred to your
               predesignated bank account on the next bank business day after
               receipt of your redemption request (wire transfer) or the second
               bank business day after receipt of your redemption request (ACH
               transfer). Wire transfers will be charged an $8 fee per wire and
               your bank may charge an additional fee to receive the wire. ACH
               transfers are made free of charge. Wire redemptions are not
               available for retirement accounts.
 
               If you would like to establish the electronic redemption option
               on an existing account, please call 1-800-525-3713 to request the
               appropriate form.
 
               IF THE SHARES BEING REDEEMED WERE PURCHASED BY CHECK, TELEPHONE
               ON OUR WEB SITE, OR THROUGH THE AUTOMATIC MONTHLY INVESTMENT
               PROGRAM, THE FUND MAY DELAY THE PAYMENT OF YOUR REDEMPTION
               PROCEEDS FOR UP TO 15 DAYS FROM THE DAY OF PURCHASE TO ALLOW THE
               PURCHASE TO CLEAR. Unless you provide alternate instructions,
               your proceeds will be invested in Janus Money Market
               Fund - Investor Shares during the 15 day hold period.
 
WRITTEN INSTRUCTIONS
 
               To redeem or exchange all or part of your shares in writing, your
               request should be sent to one of the addresses listed on page 16
               and must include the following information:
 
               - the name of the Fund
 
               - the account number
 
               - the amount of money or number of shares being redeemed or
                 exchanged
 
               - the name(s) on the account
 
               - the signature(s) of all registered account owners
 
               - your daytime telephone number
 
                                                        Shareholder's manual  25
<PAGE> 
 
               SIGNATURE REQUIREMENTS BASED ON ACCOUNT TYPE
 
               INDIVIDUAL, JOINT TENANTS, TENANTS IN COMMON
               Written instructions must be signed by each shareholder, exactly
               as the names appear in the account registration.
 
               UGMA OR UTMA
               Written instructions must be signed by the custodian in his/her
               capacity as it appears in the account registration.
 
               SOLE PROPRIETOR, GENERAL PARTNER
               Written instructions must be signed by an authorized individual
               in his/her capacity as it appears on the account registration.
 
               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.
 
               TRUST
               Written instructions must be signed by the trustee(s). If the
               name(s) of the current trustee(s) does not appear in the account
               registration, a certificate of incumbency dated within 60 days
               must also be submitted.
 
               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.
 
 26 Janus Global Technology Fund
<PAGE> 
 
SIGNATURE GUARANTEE
 
               In addition to the signature requirements, a SIGNATURE GUARANTEE
               IS ALSO REQUIRED if any of the following is applicable:
 
               - You request a redemption by check that exceeds $100,000.
 
               - You would like the check made payable to anyone other than the
                 shareholder(s) of record.
 
               - You would like the check mailed to an address which has been
                 changed within 10 days of the redemption request.
 
               - You would like the check mailed to an address other than the
                 address of record.
 
               THE FUND RESERVES THE RIGHT TO REQUIRE A SIGNATURE GUARANTEE
               UNDER OTHER CIRCUMSTANCES OR TO REJECT OR DELAY A REDEMPTION ON
               CERTAIN LEGAL GROUNDS. FOR MORE INFORMATION PERTAINING TO
               SIGNATURE GUARANTEES, PLEASE CALL 1-800-525-3713.
 
               HOW TO OBTAIN A SIGNATURE GUARANTEE
 
               A signature guarantee assures that a signature is genuine. The
               signature guarantee protects shareholders from unauthorized
               account transfers. The following financial institutions may
               guarantee signatures: banks, savings and loan associations, trust
               companies, credit unions, broker-dealers and member firms of a
               national securities exchange. Call your financial institution to
               see if they have the ability to guarantee a signature. A
               signature guarantee cannot be provided by a notary public.
 
               If you live outside the United States, a foreign bank properly
               authorized to do business in your country of residence or a U.S.
               consulate may be able to authenticate your signature.
 
PRICING OF FUND SHARES
 
               All purchases, redemptions and exchanges will be processed at the
               NAV next calculated after your request is received and accepted
               by the Fund (or the Fund's agent or authorized designee). The
               Fund's NAV is calculated at the close of the regular trading
               session of the NYSE (normally 4:00 p.m. New York time) each day
               that
 
                                                        Shareholder's manual  27
<PAGE> 
 
               the NYSE is open. The NAV of Fund shares is not determined on
               days the NYSE is closed (generally, New Year's Day, Martin Luther
               King Day, Presidents' Day, Good Friday, Memorial Day,
               Independence Day, Labor Day, Thanksgiving and Christmas). 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 Fund's
               portfolio securities are valued at market value or, if a market
               quotation is not readily available, at their fair value
               determined in good faith under procedures established by and
               under the supervision of the Trustees. Short-term instruments
               maturing within 60 days are valued at amortized cost, which
               approximates market value. See the SAI for more detailed
               information.
 
SHAREHOLDER SERVICES AND ACCOUNT POLICIES
 
               JANUS XPRESSLINE(TM)
 
               Janus XpressLine, our electronic telephone service, offers you
               24-hour access by TouchTone(TM) telephone to obtain information
               on account balances, Fund performance or dividends. You can also
               make exchanges, purchases and redemptions in existing accounts,
               request literature about any Janus fund, or order duplicate
               statements. Janus XpressLine is accessed by calling
               1-888-979-7737. Calls are limited to five minutes.
 
               JANUS WEB SITE
 
               Janus maintains a Web site located at janus.com. You can
               purchase, exchange and redeem shares and access information such
               as your account balance and the Fund's NAV through the Web site.
               In order to engage in transactions on our Web site, you must
               authorize us to transmit account information online and accept
               online instructions (see janus.com and follow the procedures
               accordingly). You may also need to have bank account information,
               wire instructions or other options established on your account.
               The Fund and its agents will not be responsible for any losses
               resulting from unauthorized transactions on our Web site when
               procedures designed for engaging in such transactions are
 
 28 Janus Global Technology Fund
<PAGE> 
 
               followed. If you have questions, please call 1-800-975-9932 to
               speak to a Janus representative.
 
               ACCOUNT MINIMUMS
 
               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 and the $10 fee will be assessed on the second Friday
               of September of each year. You will receive notice before we
               charge the $10 fee or close your account so that you may increase
               your account balance to the required minimum.
 
               TRANSACTIONS THROUGH PROCESSING ORGANIZATIONS
 
               You may purchase or sell Fund shares through a broker-dealer,
               bank or other financial institution, or an organization that
               provides recordkeeping and consulting services to 401(k) plans or
               other employee benefit plans (a "Processing Organization").
               Processing Organizations may charge you a fee for this service
               and may require different minimum initial and subsequent
               investments than the Fund. Processing Organizations may also
               impose other charges or restrictions different from those
               applicable to shareholders who invest in the Fund directly. A
               Processing Organization, rather than its customer, may be the
               shareholder of record of your shares. The Fund is not responsible
               for the failure of any Processing Organization to carry out its
               obligations to its customers. Certain Processing Organizations
               may receive compensation from Janus Capital or its affiliates and
               certain Processing
 
                                                        Shareholder's manual  29
<PAGE> 
 
               Organizations may receive compensation from the Fund for
               shareholder recordkeeping and similar services.
 
               TAXPAYER IDENTIFICATION NUMBER
 
               On the application or other appropriate form, you will be asked
               to certify that your Social Security or taxpayer identification
               number is correct and that you are not subject to backup
               withholding for failing to report income to the IRS. If you are
               subject to the 31% backup withholding or you did not certify your
               taxpayer identification number, the IRS requires the Fund to
               withhold 31% of any dividends paid and redemption or exchange
               proceeds. In addition to the 31% backup withholding, you may be
               subject to a $50 fee to reimburse the Fund for any penalty that
               the IRS may impose.
 
               SHARE CERTIFICATES
 
               Most shareholders choose not to hold their shares in certificate
               form because account transactions such as exchanges and
               redemptions cannot be completed until the certificate has been
               returned to the Fund. The Fund will issue share certificates upon
               written request only and reserves the right to charge a fee for
               this service. Share certificates will not be issued until the
               shares have been held for at least 15 days and will not be issued
               for accounts that do not meet the minimum investment
               requirements. Share certificates cannot be issued for retirement
               accounts. In addition, if the certificate is lost, there may be a
               replacement charge.
 
               INVOLUNTARY REDEMPTIONS
 
               The Fund reserves the right to close an account if the
               shareholder is deemed to engage in activities which are illegal
               or otherwise believed to be detrimental to the Fund.
 
               TELEPHONE TRANSACTIONS
 
               You may initiate many transactions by telephone. The Fund and its
               agents will not be responsible for any losses resulting from
               unauthorized transactions when procedures designed to verify the
               identity of the caller are followed.
 
 30 Janus Global Technology Fund
<PAGE> 
 
               It may be difficult to reach an Investor Service Representative
               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, calling the Janus XpressLine or visiting our Web site.
 
               TEMPORARY SUSPENSION OF SERVICES
 
               The Fund or its agents may, in case of emergency, temporarily
               suspend telephone transactions and other shareholder services.
 
               ADDRESS CHANGES
 
               To change the address on your account, call 1-800-525-3713 or
               send a written request signed by all account owners. Include the
               name of the Fund, the account number(s), the name(s) on the
               account and both the old and new addresses. Certain options may
               be suspended for 10 days following an address change unless a
               signature guarantee is provided.
 
               REGISTRATION CHANGES
 
               To change the name on an account, the shares are generally
               transferred to a new account. In some cases, legal documentation
               may be required. For more information call 1-800-525-3713.
 
               STATEMENTS AND REPORTS
 
               Investors participating in an automatic investment program will
               receive quarterly confirmations of all transactions. Dividend
               information will be distributed annually. In addition, the Fund
               will send you an immediate transaction confirmation statement
               after every non-systematic transaction.
 
               The Fund produces financial reports, which include a list of the
               Fund's portfolio holdings, semiannually and updates its
               prospectus annually. To reduce expenses, the Fund may choose to
               mail only one report or prospectus to your household, even if
               more than one person in the household has a Fund account. Please
               call 1-800-525-3713 if you would like to receive additional
               reports or prospectuses. The Fund reserves the right to charge a
               fee for additional statement and report requests.
 
                                                        Shareholder's manual  31
<PAGE> 
Management of the fund
 
INVESTMENT ADVISER
 
               Janus Capital Corporation, 100 Fillmore Street, Denver, Colorado
               80206-4928, is the investment adviser to the Fund and is
               responsible for the day-to-day management of its investment
               portfolio and other business affairs.
 
               Janus Capital began serving as investment adviser to Janus Fund
               in 1970 and currently serves as investment adviser to all of the
               Janus funds, acts as sub-adviser for a number of private-label
               mutual funds and provides separate account advisory services for
               institutional accounts.
 
               Janus Capital furnishes continuous advice and recommendations
               concerning the Fund's investments. Janus Capital also furnishes
               certain administrative, compliance and accounting services for
               the Fund, and may be reimbursed by the Fund for its costs in
               providing those services. In addition, Janus Capital employees
               serve as officers of the Trust and Janus Capital provides office
               space for the Fund and pays the salaries, fees and expenses of
               all Fund officers and those Trustees who are affiliated with
               Janus Capital.
 
MANAGEMENT EXPENSES
 
               The Fund pay Janus Capital a management fee which is calculated
               daily and paid monthly. The advisory agreement with the Fund
               spells out the management fee and other expenses that the Fund
               must pay. The Fund's management fee schedule is set out below:
 
<TABLE>
<CAPTION>
           Average Daily Net Assets of Fund              Annual Rate Percentage (%)
- --------------------------------------------------------------------------------
<S>                                                      <C>

   First $300 Million                                               0.75
   Next $200 Million                                                0.70
   Over $500 Million                                                0.65
</TABLE>
 
- --------------------------------------------------------------------------------
 
               The Fund incurs expenses not assumed by Janus Capital, including
               transfer agent and custodian fees and expenses, legal and
               auditing fees, printing and mailing costs of sending reports and
               other information to existing shareholders, and independent
               Trustees' fees and expenses.
 
 32 Janus Global Technology Fund
<PAGE> 
 
PORTFOLIO MANAGER
 
C. MIKE LU
- --------------------------------------------------------------------------------
                   is Executive Vice President and portfolio manager of the
                   Fund, which he has managed since inception. He joined
                   Janus Capital in 1991 as a research analyst and has
                   consistently focused on companies in the technology
                   industry. Mr. Lu has a Bachelor of Arts in History and a
                   Bachelor of Arts in Economics from Yale University. Mr. Lu
                   received the Chartered Financial Analyst designation.
 
                                                      Management of the fund  33
<PAGE> 
Other information
 
               SIZE OF THE FUND
 
               Although there is no present intention to do so, the Fund may
               discontinue sales of its shares if management and the Trustees
               believe that continued sales may adversely affect the Fund's
               ability to achieve its investment objective. If sales of the Fund
               are discontinued, it is expected that existing shareholders of
               the Fund would be permitted to continue to purchase shares and to
               reinvest any dividends or capital gains distributions, absent
               highly unusual circumstances.
 
               YEAR 2000
 
               Preparing for Year 2000 is a high priority for Janus Capital,
               which has established a dedicated group to address this issue.
               Janus Capital has devoted considerable internal resources and has
               engaged one of the foremost experts in the field to help achieve
               Year 2000 readiness. Janus Capital does not anticipate that Year
               2000-related issues will have a material impact on its ability to
               continue to provide the Fund with service at current levels;
               however, Janus Capital cannot make any assurances that the steps
               it has taken to ensure Year 2000 readiness will be successful. In
               addition, there can be no assurance that Year 2000 issues will
               not affect the companies in which the Fund invests or worldwide
               markets and economies.
 
 34 Janus Global Technology Fund
<PAGE> 
                                                         Distributions and taxes
 
DISTRIBUTIONS
 
               To avoid taxation of the Fund, the Internal Revenue Code requires
               the Fund to distribute net income and any net gains realized on
               its investments annually. The Fund's income from dividends and
               interest and any net realized short-term gains are paid to
               shareholders as ordinary income dividends. Net realized long-term
               gains are paid to shareholders as capital gains distributions.
               Dividends and capital gains distributions are normally declared
               and paid in December.
 
               HOW DISTRIBUTIONS AFFECT A FUND'S NAV
 
               Distributions are paid to shareholders as of the record date of
               the distribution of the Fund, regardless of how long the shares
               have been held. Dividends and capital gains awaiting distribution
               are included in the Fund's daily NAV. The share price of the Fund
               drops by the amount of the distribution, net of any subsequent
               market fluctuations. As an example, assume that on December 31,
               the Fund declared a dividend in the amount of $0.25 per share. If
               the Fund's share price was $10.00 on December 30, the Fund's
               share price on December 31 would be $9.75, barring market
               fluctuations. Shareholders should be aware that distributions
               from a taxable mutual fund are not value-enhancing and may create
               income tax obligations.
 
               "BUYING A DIVIDEND"
 
               If you purchase shares of the Fund just before the distribution,
               you will pay the full price for the shares and receive a portion
               of the purchase price back as a taxable distribution. This is
               referred to as "buying a dividend." In the above example, if you
               bought shares on December 30, you would have paid $10.00 per
               share. On December 31, the Fund would pay you $0.25 per share as
               a dividend and your shares would now be worth $9.75 per share.
               Unless your account is set up as a tax-deferred account,
               dividends paid to you would be included in your gross income for
               tax purposes, even though you may not have participated in the
               increase in NAV of the Fund, whether or not you reinvested the
               dividends.
 
                                                     Distributions and taxes  35
<PAGE> 
 
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 the Fund at one of the
               addresses listed on page 16 or calling 1-800-525-3713. The Fund
               offers the following options:
 
               1. REINVESTMENT OPTION. You may reinvest your income dividends
                  and capital gains distributions in additional shares. This
                  option is assigned automatically if no other choice is made.
 
               2. CASH OPTION. You may receive your income dividends and capital
                  gains distributions in cash.
 
               3. REINVEST AND CASH OPTION. You may receive either your income
                  dividends or capital gains distributions in cash and reinvest
                  the other in additional shares.
 
               4. REDIRECT OPTION. You may direct your dividends or capital
                  gains to purchase shares of another Janus fund.
 
               The Fund reserves the right to reinvest into your account
               undeliverable and uncashed dividend and distribution checks that
               remain outstanding for six months in shares of the Fund at the
               NAV next computed after the check is cancelled. Subsequent
               distributions may also be reinvested.
 
TAXES
 
               As with any investment, you should consider the tax consequences
               of investing in the Fund. Any time you sell or exchange shares of
               a Fund in a taxable account, it is considered a taxable event.
               Depending on the purchase price and the sale price, you may have
               a gain or loss on the transaction. Any tax liabilities generated
               by your transactions are your responsibility.
 
               The following discussion does not apply to tax-deferred accounts,
               nor is it a complete analysis of the federal tax implications of
               investing in the Fund. You may wish to consult your own tax
               adviser. Additionally, state or local taxes may apply to your
               investment, depending upon the laws of your state of residence.
 
 36 Janus Global Technology Fund
<PAGE> 
 
               TAXES ON DISTRIBUTIONS
 
               Dividends and distributions by the Fund are subject to federal
               income tax, regardless of whether the distribution is made in
               cash or reinvested in additional shares of the Fund.
               Distributions may be taxable at different rates depending on the
               length of time the Fund holds a security. In certain states, a
               portion of the dividends and distributions (depending on the
               source of the Fund's income) may be exempt from state and local
               taxes. Information regarding the tax status of income dividends
               and capital gains distributions will be mailed to shareholders on
               or before January 31st of each year.
 
               TAXATION OF THE FUND
 
               Dividends, interest and some capital gains received by the Fund
               on foreign securities may be subject to tax withholding or other
               permitted under Section 853 of the Internal Revenue Code to pass
               through such taxes to shareholders as a foreign tax credit. If
               such an election is not made, any foreign taxes paid or accrued
               will represent an expense to the Fund.
 
               The Fund does not expect to pay federal income or excise taxes
               because it intends to meet certain requirements of the Internal
               Revenue Code. It is important that the Fund meets these
               requirements so that any earnings on your investment will not be
               taxed twice.
 
                                                     Distributions and taxes  37
<PAGE> 
Glossary of investment terms
 
               This glossary provides a more detailed description of some of the
               types of securities and other instruments in which the Fund may
               invest. The Fund may invest in these instruments to the extent
               permitted by its investment objective and policies. The Fund is
               not limited by this discussion and may invest in any other types
               of instruments not precluded by the policies discussed elsewhere
               in this Prospectus. Please refer to the SAI for a more detailed
               discussion of certain instruments.
 
I. EQUITY AND DEBT SECURITIES
 
               BONDS are debt securities issued by a company, municipality,
               government or government agency. The issuer of a bond is required
               to pay the holder the amount of the loan (or par value of the
               bond) at a specified maturity and to make scheduled interest
               payments.
 
               COMMERCIAL PAPER is a short-term debt obligation with a maturity
               ranging from 1 to 270 days issued by banks, corporations and
               other borrowers to investors seeking to invest idle cash. The
               Fund may purchase commercial paper issued in private placements
               under Section 4(2) of the Securities Act of 1933.
 
               COMMON STOCKS are equity securities representing shares of
               ownership in a company, and usually carry 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.
 
               DEBT SECURITIES are equity securities representing money borrowed
               that must be repaid at a later date. Such securities have
               specific maturities and usually a specific rate of interest or an
               original purchase discount.
 
               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
 
 38 Janus Global Technology Fund
<PAGE> 
 
               (Global or European Depositary Receipts) and broker-dealers
               (depositary shares).
 
               FIXED-INCOME SECURITIES are securities that pay a specified rate
               of return. The term generally includes short- and long-term
               government, corporate and municipal obligations that pay a
               specified rate of interest or coupons for a specified period of
               time and preferred stock, which pays fixed dividends. Coupon and
               dividend rates may be fixed for the life of the issue or, in the
               case of adjustable and floating rate securities, for a shorter
               period.
 
               HIGH-YIELD/HIGH-RISK SECURITIES are securities that are rated
               below investment grade by the primary rating agencies (e.g., BB
               or lower by Standard & Poor's and Ba or lower by Moody's). Other
               terms commonly used to describe such securities include "lower
               rated bonds," "noninvestment grade bonds" and "junk bonds."
 
               MORTGAGE- AND ASSET-BACKED SECURITIES are shares in a pool of
               mortgages or other debt. These securities are generally pass-
               through securities, which means that principal and interest
               payments on the underlying securities (less servicing fees) are
               passed through to shareholders on a pro rata basis. These
               securities involve prepayment risk, which is the risk that the
               underlying mortgages or other debt may be refinanced or paid off
               prior to their maturities during periods of declining interest
               rates. In that case, the portfolio manager may have to reinvest
               the proceeds from the securities at a lower rate. Potential
               market gains on a security subject to prepayment risk may be more
               limited than potential market gains on a comparable security that
               is not subject to prepayment risk.
 
               PASSIVE FOREIGN INVESTMENT COMPANIES ("PFICS") are any foreign
               corporations which generate 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. To avoid taxes and interest that the Fund must pay if
               these investments are profitable, the Fund may make various
               elections permitted by the tax laws. These elections could
               require that the Fund recognize taxable income, which in turn
               must be
 
                                                Glossary of investment terms  39
<PAGE> 
 
               distributed, before the securities are sold and before cash is
               received to pay the distributions.
 
               PREFERRED STOCKS are equity securities that generally pay
               dividends at a specified rate and have preference over common
               stock in the payment of dividends and liquidation. Preferred
               stock generally does not carry voting rights.
 
               REPURCHASE AGREEMENTS involve the purchase of a security by the
               Fund and a simultaneous agreement by the seller (generally a bank
               or dealer) to repurchase the security from the Fund at a
               specified date or upon demand. This technique offers a method of
               earning income on idle cash. These securities involve the risk
               that the seller will fail to repurchase the security, as agreed.
               In that case, the Fund will bear the risk of market value
               fluctuations until the security can be sold and may encounter
               delays and incur costs in liquidating the security.
 
               REVERSE REPURCHASE AGREEMENTS involve the sale of a security by
               the Fund to another party (generally a bank or dealer) in return
               for cash and an agreement by the Fund to buy the security back at
               a specified price and time. This technique will be used primarily
               to provide cash to satisfy unusually heavy redemption requests,
               or for other temporary or emergency purposes.
 
               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.
 
 40 Janus Global Technology Fund
<PAGE> 
 
               VARIABLE AND FLOATING RATE SECURITIES have variable or floating
               rates of interest and, under certain limited circumstances, may
               have varying principal amounts. These securities pay interest at
               rates that are adjusted periodically according to a specified
               formula, usually with reference to some interest rate index or
               market interest rate. The floating rate tends to decrease the
               security's price sensitivity to changes in interest rates.
 
               WARRANTS are securities, typically issued with preferred stocks
               or bonds, that give the holder the right to buy a proportionate
               amount of common stock at a specified price, usually at a price
               that is higher than the market price at the time of issuance of
               the warrant. The right may last for a period of years or
               indefinitely.
 
               WHEN-ISSUED, DELAYED DELIVERY AND FORWARD TRANSACTIONS generally
               involve the purchase of a security with payment and delivery at
               some time in the future - i.e., beyond normal settlement. The
               Fund does not earn interest on such securities until settlement
               and bears the risk of market value fluctuations in between the
               purchase and settlement dates. New issues of stocks and bonds,
               private placements and U.S. government securities may be sold in
               this manner.
 
II. FUTURES, OPTIONS AND OTHER DERIVATIVES
 
               FORWARD CONTRACTS are contracts to purchase or sell a specified
               amount of a financial instrument for an agreed upon price at a
               specified time. Forward contracts are not currently exchange
               traded and are typically negotiated on an individual basis. The
               Fund may enter into forward currency contracts to hedge against
               declines on the value of securities denominated in, or whose
               value is tied to, a currency other than the U.S. dollar or to
               reduce the impact of currency appreciation on purchases of such
               securities. It may also enter into forward contracts to purchase
               or sell securities or other financial indices.
 
               FUTURES CONTRACTS are contracts that obligate the buyer to
               receive and the seller to deliver an instrument or money at a
               specified price on a specified date. The Fund may buy and sell
               futures contracts on foreign currencies, securities and financial
               indices
 
                                                Glossary of investment terms  41
<PAGE> 
 
               including interest rates or an index of U.S. government, foreign
               government, equity or fixed-income securities. The Fund may also
               buy options on futures contracts. An option on a futures contract
               gives the buyer the right, but not the obligation, to buy or sell
               a futures contract at a specified price on or before a specified
               date. Futures contracts and options on futures are standardized
               and traded on designated exchanges.
 
               INDEXED/STRUCTURED SECURITIES are typically short- to
               intermediate-term debt securities whose value at maturity or
               interest rate is linked to currencies, interest rates, equity
               securities, indices, commodity prices or other financial
               indicators. Such securities may be positively or negatively
               indexed (i.e., their value may increase or decrease if the
               reference index or instrument appreciates). Indexed/structured
               securities may have return characteristics similar to direct
               investments in the underlying instruments and may be more
               volatile than the underlying instruments. The Fund bears the
               market risk of an investment in the underlying instruments, as
               well as the credit risk of the issuer.
 
               OPTIONS are the right, but not the obligation, to buy or sell a
               specified amount of securities or other assets on or before a
               fixed date at a predetermined price. The Fund may purchase and
               write put and call options on securities, securities indices and
               foreign currencies.
 
 42 Janus Global Technology Fund
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 44
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[JANUS LOGO]
          1-800-525-3713
          P.O. Box 173375
          Denver, Colorado 80217-3375
          janus.com
 
You can request other information, including a Statement of
Additional Information free of charge, by contacting Janus at
1-800-525-3713 or visiting our Web site at janus.com. Other
information is also available from financial intermediaries that
sell shares of the Fund.
 
The Statement of Additional Information provides detailed
information about the Fund and is incorporated into this Prospectus
by reference. You may review the Fund's Statement of Additional
Information at the Public Reference Room of the SEC or get text only
copies for a fee, by writing to or calling the Public Reference
Room, Washington, D.C. 20549-6009 (1-800-SEC-0330). You may obtain
the Statement of Additional Information for free from the SEC's Web
site at http://www.sec.gov.
 
              Investment Company Act File No. 811-1879
 
  3183



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