JANUS INVESTMENT FUND
497, 2000-02-03
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<PAGE>

                                  [JANUS LOGO]
                               JANUS  GROWTH  AND
                                  INCOME  FUND
                                   PROSPECTUS

                                                   JANUARY 31, 2000

             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>

- --------------------------------------------------------------------------------
<PAGE>

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

<TABLE>
                <S>                                               <C>
                RISK/RETURN SUMMARY
                   Janus Growth and 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
                   To purchase shares...........................   20
                   To exchange shares...........................   21
                   To redeem shares.............................   21
                   Shareholder services and account policies....   25
                MANAGEMENT OF THE FUND
                   Investment adviser...........................   29
                   Portfolio manager............................   30
                OTHER INFORMATION...............................   31
                DISTRIBUTIONS AND TAXES
                   Distributions................................   33
                   Taxes........................................   34
                FINANCIAL HIGHLIGHTS.............. .............   36
                GLOSSARY
                   Glossary of investment terms.................   37

</TABLE>

                                      Janus Growth and Income Fund prospectus  1
<PAGE>

RISK/RETURN SUMMARY
- --------------------------------------------------------------------------------

JANUS GROWTH AND INCOME FUND
1. WHAT IS THE INVESTMENT OBJECTIVE OF JANUS GROWTH AND INCOME FUND?

               The Fund seeks long-term capital growth and current income.

               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 GROWTH AND INCOME FUND?

               The Fund normally emphasizes investments in common stocks. It
               will normally invest up to 75% of its assets in equity securities
               selected primarily for their growth potential, and at least 25%
               of its assets in securities the portfolio manager believes have
               income potential. Equity securities may make up part of this
               income component if they currently pay dividends or the portfolio
               manager believes they have potential for increasing or commencing
               dividend payments.

               The Fund may invest without limit in foreign equity and debt
               securities and less than 35% of its net assets in
               high-yield/high-risk bonds.

               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 GROWTH AND 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

 2 Janus Growth and Income Fund prospectus
<PAGE>

               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.

               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.

                                      Janus Growth and Income Fund prospectus  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 GROWTH AND INCOME FUND

                A BAR CHART showing Annual Total Returns for Janus Growth and
                Income Fund from 1992 through 1999:

                Annual returns for periods ended 12/31
<TABLE>
                <S>      <C>      <C>      <C>      <C>     <C>      <C>      <C>
                 5.35%    6.70%   (4.87%)  36.35%   26.03%  34.66%   34.87%   51.18%
                 1992     1993     1994     1995    1996     1997    1998     1999

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

                Best Quarter:  4th-1998   29.20%   Worst Quarter:  3rd-1998  (8.97%)
</TABLE>

                          Average annual total return for periods ended 12/31/99
                          ------------------------------------------------------
<TABLE>
<CAPTION>
                                                                             Since Inception
                                                          1 year   5 years      (5/15/91)
                <S>                                       <C>      <C>       <C>
                Janus Growth and Income Fund              51.18%   36.38%        25.12%
                S&P 500 Index*                            21.03%   28.54%        20.11%
                                                          ----------------------------------
</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 Growth and Income Fund prospectus
<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). All
               of the fees and expenses shown were determined based on net
               assets as of the fiscal year ended October 31, 1999.

<TABLE>
<CAPTION>
                                                     Janus Growth and Income Fund
   <S>                                                       <C>
   Management Fee(1)                                           0.65%
   Other Expenses                                              0.26%
   Total Annual Fund Operating Expenses                        0.91%
</TABLE>

- --------------------------------------------------------------------------------
  (1) "Management Fee" information has been restated to reflect a new fee
      schedule effective January 31, 2000.
- --------------------------------------------------------------------------------

  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 Growth and Income Fund               $93       $290       $504       $1,120
</TABLE>

                                      Janus Growth and Income Fund prospectus  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 Growth and Income Fund seeks long-term capital growth and
               current income. It normally emphasizes investments in common
               stocks. It will normally invest up to 75% of its assets in equity
               securities selected primarily for their growth potential, and at
               least 25% of its assets in securities the portfolio manager
               believes have income potential. Because of this investment
               strategy, the Fund is not designed for investors who need
               consistent income.

The following questions and answers are designed to help you better understand
the Fund's principal investment strategies.

1. HOW ARE ASSETS ALLOCATED BETWEEN THE GROWTH AND INCOME COMPONENTS OF THE
   FUND'S PORTFOLIO?

               The Fund shifts assets between the growth and income components
               of its portfolio based on the portfolio manager's analysis of
               relevant market, financial and economic conditions. If the
               portfolio manager believes that growth securities will provide
               better returns than the yields then available or expected on
               income-producing securities, the Fund will place a greater
               emphasis on the growth component.

2. WHAT TYPES OF SECURITIES MAKE UP THE GROWTH COMPONENT OF THE FUND'S
   PORTFOLIO?

               The growth component of the Fund's portfolio is expected to
               consist primarily of common stocks, but may also include

 6 Janus Growth and Income Fund prospectus
<PAGE>

               warrants, preferred stocks or convertible securities selected
               primarily for their growth potential.

3. WHAT TYPES OF SECURITIES MAKE UP THE INCOME COMPONENT OF THE FUND'S
   PORTFOLIO?

               The income component of the Fund will consist of securities that
               the portfolio manager believes have income potential. Such
               securities may include equity securities, convertible securities
               and all types of debt securities. Equity securities may be
               included in the income component of the Fund if they currently
               pay dividends or the portfolio manager believes they have the
               potential for either increasing their dividends or commencing
               dividends, if none are currently paid.

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.

                                      Janus Growth and Income Fund prospectus  7
<PAGE>

               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 bonds (less than 35% of the Fund's assets)

               - options, futures, forwards, swaps 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.

 8 Janus Growth and Income Fund prospectus
<PAGE>

               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 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.

                                      Janus Growth and Income Fund prospectus  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, initial public offerings (IPOs) or companies with
               relatively small market capitalizations. IPOs and other
               investment techniques may have a magnified performance impact on
               a fund with a small asset base. A fund may not experience similar
               performance as its assets grow.

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.

 10 Janus Growth and Income Fund prospectus
<PAGE>

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
               things considers what impact, if any, the Year 2000 transition
               has had on the company's operations when selecting portfolio
               holdings. However, there is no guarantee that the information the
               portfolio manager receives regarding a company's Year 2000
               transition status 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.

                                     Janus Growth and Income Fund prospectus  11
<PAGE>

4. ARE THERE SPECIAL RISKS ASSOCIATED WITH INVESTMENTS IN HIGH-YIELD/HIGH-RISK
   BONDS?

               High-yield/high-risk bonds (or "junk" bonds) are bonds rated
               below investment grade by the primary rating agencies such as
               Standard & Poor's and Moody's. The value of lower quality bonds
               generally is more dependent on credit risk, or the ability of the
               issuer to meet interest and principal payments, than investment
               grade bonds. Issuers of high-yield bonds 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.

5. HOW DOES THE FUND TRY TO REDUCE RISK?

               The Fund may use futures, options, swaps 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
               portfolio manager 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 Growth and Income Fund prospectus
<PAGE>

                       This page intentionally left blank

                                     Janus Growth and Income Fund prospectus  13
<PAGE>

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<PAGE>

                                  [JANUS LOGO]
                               JANUS  GROWTH  AND
                                  INCOME  FUND
                              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

INVESTOR SERVICE CENTERS
100 Fillmore Street, Suite 100
Denver, CO 80206

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

(Hours: Monday-Friday 7:00 a.m.-6:00 p.m., and Saturday 9:00 a.m.-1:00 p.m.,
Mountain time.)

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

FOR OVERNIGHT CARRIER
Janus
Suite 101
3773 Cherry Creek Drive North
Denver, CO 80209-3821

INVESTOR SERVICE REPRESENTATIVES
If you have any questions while reading this Prospectus, please call one of our
Investor Service Representatives at 1-800-525-3713 Monday-Friday: 8:00 a.m.-8:00
p.m., and Saturday: 10:00 a.m.-4:00 p.m., New York time.

JANUS XPRESSLINE(TM)
1-888-979-7737

JANUS INTERNET ADDRESS
JANUS.COM

For 24-hour access to account and fund information, exchanges, purchases and
redemptions, automated daily quotes on fund share prices, yields and total
returns.

JANUS.COM SPECIALISTS
1-800-975-9932

TDD
1-800-525-0056
A telecommunications device for our hearing- and speech-impaired shareholders.

JANUS LITERATURE LINE
1-800-525-8983
To request a prospectus, shareholder reports or marketing materials 24 hours a
day.

 16 Shareholder's manual
<PAGE>

MINIMUM INVESTMENTS*

<TABLE>
<S>                      <C>
To open a new regular
account                  $2,500
To open a new
retirement account,
education account or
UGMA/UTMA                $  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 a retirement account or UGMA/UTMA 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.

               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 is a custodial account managed for the benefit of a
               minor. To open an UGMA or UTMA, 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. Please refer to the Janus
               retirement guide for more complete information regarding the
               different types of IRAs, including 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.

               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.

               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.

 18 Shareholder's manual
<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.

               PLEASE REFER TO THE CHART ON THE FOLLOWING PAGES FOR INFORMATION
               ON OPENING AN ACCOUNT AND CONDUCTING BUSINESS WITH JANUS. WITH
               CERTAIN LIMITED EXCEPTIONS, THE FUND IS AVAILABLE ONLY TO U.S.
               CITIZENS OR RESIDENTS. WHEN YOU PURCHASE, EXCHANGE, OR REDEEM
               SHARES, YOUR REQUEST WILL BE PROCESSED AT THE NEXT NAV CALCULATED
               AFTER YOUR ORDER IS RECEIVED AND ACCEPTED.

                                                        Shareholder's manual  19
<PAGE>

 TO PURCHASE SHARES

 BY MAIL/IN WRITING
 ------------------------------------------------------------------------------

 - To open your account, complete and sign the appropriate application and make
   your check payable to Janus.

 - To purchase additional shares, complete the remittance slip attached at the
   bottom of your confirmation statement. If you are making a purchase into a
   retirement account, please indicate whether the purchase is a rollover or a
   current or prior year contribution. Send your check and remittance slip or
   written instructions to the address listed on the slip.

 BY TELEPHONE
 ------------------------------------------------------------------------------

 - The "Telephone Purchase of Shares Option" allows you to purchase additional
   shares quickly and conveniently through an electronic transfer of money.
   After establishing this option on your account, call an Investor Service
   Representative during normal business hours or the Janus XpressLine for
   access to this option 24 hours a day. Janus will automatically debit your
   predesignated bank account.

 - Purchases may also be made by wiring money from your bank account to your
   Janus account. Call an Investor Service Representative for wiring
   instructions.

 BY INTERNET
 ------------------------------------------------------------------------------

 - The "Telephone Purchase of Shares Option" allows you to make a purchase into
   an existing account on our Web site at janus.com.

 BY AUTOMATIC INVESTMENT
 ------------------------------------------------------------------------------

 - 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.

 - 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.

 20 Shareholder's manual
<PAGE>

<TABLE>
<S>                                            <C>
    TO EXCHANGE SHARES                           TO REDEEM SHARES
- ---------------------------------------        ---------------------------------------
    - To request an exchange in writing,         - To request a redemption in writ-
      please follow the instructions for           ing, please follow the instructions
      written requests on page 24. Also            for written requests on page 24.
      refer to the exchange policies             - Please see page 23 for information
      listed on page 22 for more infor-            about payment of redemption
      mation.                                      proceeds.

- ---------------------------------------        ---------------------------------------
    - All accounts are automatically eli-        - The telephone redemption option
      gible to exchange shares by tele-            enables you to request redemp-
      phone. To exchange all or a portion          tions daily from your account by
      of your shares into any other                calling an Investor Service Repre-
      available Janus fund, call an                sentative by the close of the
      Investor Service Representative or           regular trading session of the
      the Janus XpressLine.                        NYSE, normally 4:00 p.m. New York
                                                   time. You may also use Janus
                                                   XpressLine for access to this
                                                   option 24 hours a day.

- ---------------------------------------        ---------------------------------------
    - Exchanges may be made on our Web           - Redemptions may be made on our Web
      site at janus.com.                           site at janus.com.
- ---------------------------------------        ---------------------------------------
    - Systematic Exchange - You deter-           - Systematic Redemption - This option
      mine the amount of money you would           allows you to redeem a specific
      like automatically exchanged from            dollar amount from your account on
      one Janus account to another on any          a regular basis.
      day of the month. You may establish
      this program for as little as $100
      per month on existing accounts. You
      may establish a new account with a
      $500 initial purchase and subse-
      quent $100 systematic exchanges.
</TABLE>

                                                        Shareholder's manual  21
<PAGE>

PAYING FOR SHARES

Please note the following when purchasing shares:

- - Cash, credit cards, third party checks, travelers cheques, credit card checks
  or money orders will not be accepted.

- - All purchases must be made in U.S. dollars and checks must be drawn on U.S.
  banks.

- - We may make additional attempts to debit the bank account for ACH purchases.

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

- - If all or a portion of a check is received for investment without a specific
  fund designation, the undesignated amount will be invested in the Janus Money
  Market Fund -- Investor Shares. Shares that are subsequently exchanged from
  Janus Money Market Fund -- Investor Shares into the selected Fund will receive
  the NAV next calculated after your order is received and accepted by the Fund.

- - 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.

EXCHANGE POLICIES

The exchange privilege is not intended as a vehicle for short-term or excessive
trading. The Fund does not permit excessive trading or market timing. Excessive
purchases, redemptions, or exchanges of Fund shares disrupt portfolio management
and drive Fund expenses higher.

Please note the following when exchanging shares:

- - 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 Exchange). Exchanges in excess of this limit are considered
  excessive trading and may be subject to an exchange fee or may result in
  termination of the exchange privilege or the right to make future purchases of
  Fund shares.

 22 Shareholder's manual
<PAGE>

- - The Fund reserves the right to reject any purchase order or 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) or
  whose trading has been or may be disruptive to the Fund.

- - 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 Janus prior to making any exchanges. Effective June 4,
  1999, shares are no longer available in certificate form.

- - 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-retirement account.

- - 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.

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. During the 10 days following an address change, checks sent to a new
  address require a signature guarantee.

- - 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. Wire redemptions are not available for
retirement accounts.

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.

                                                        Shareholder's manual  23
<PAGE>

WRITTEN INSTRUCTIONS

               To redeem or exchange all or part of your shares in writing, your
               request should be sent to one of the addresses listed on page 16
               and must include the following information:

               - the name of the Fund(s)

               - the account number(s)

               - 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 (see account
                 application for signature requirements)

               - your daytime telephone number

SIGNATURE GUARANTEE

               A SIGNATURE GUARANTEE IS REQUIRED if any of the following is
               applicable:

               - You request a redemption by check that exceeds $100,000.

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

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

               - You would like a 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.

               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-

 24 Shareholder's manual
<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

               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

                                                        Shareholder's manual  25
<PAGE>

               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.

               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 customers, 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

 26 Shareholder's manual
<PAGE>

               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.

               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 the shareholder(s) of record.
               Include the name of your 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  27
<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 further instructions, please call an
               Investor Service Representative.

               STATEMENTS AND REPORTS

               Investors will receive quarterly confirmations of all
               transactions. Quarterly statements for all investors are
               available on our Web site. You may make an election on our Web
               site to discontinue delivery of your paper statements. 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 requests.

 28 Shareholder's manual
<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. For the most recent fiscal year, the
               Fund paid Janus Capital a management fee equal to 0.66% of
               average daily net assets.

                                     Janus Growth and Income Fund prospectus  29
<PAGE>

PORTFOLIO MANAGER

DAVID J. CORKINS
- --------------------------------------------------------------------------------
                   is Executive Vice President and portfolio manager of the
                   Fund which he has managed since August 1997. He is an
                   assistant portfolio manager of Janus Mercury Fund. He
                   joined Janus Capital in 1995 as a research analyst
                   specializing in domestic financial services companies and
                   a variety of foreign industries. Prior to joining Janus he
                   was the Chief Financial Officer of Chase U.S. Consumer
                   Services, Inc., a Chase Manhattan mortgage business. He
                   holds a bachelor of Arts in English and Russian from
                   Dartmouth and received his Master of Business
                   Administration from Columbia University in 1993.

 30 Janus Growth and Income Fund prospectus
<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 has been a high priority for Janus
               Capital. A dedicated group was established to address this issue.
               Janus Capital devoted considerable internal resources and engaged
               one of the foremost experts in the field to achieve Year 2000
               readiness. Janus Capital successfully completed all five steps of
               its Year 2000 preparedness plans including the upgrade and
               replacement of all systems, as well as full-scale testing and
               implementation of those systems. Janus Capital's detailed
               contingency plans were also thoroughly tested. As of the date of
               this Prospectus, Janus Capital has not seen any adverse impact as
               a result of the Year 2000 transition on any of its systems or
               those of its vendors, or on the companies in which the Fund
               invests or worldwide markets and economies. Nonetheless, Janus
               Capital will continue to monitor the effect of the Year 2000
               transition, and there can be no absolute assurance that Year 2000
               issues will not in the future adversely affect the Fund's or
               Janus Capital's operations.

                                     Janus Growth and Income Fund prospectus  31
<PAGE>

               DISTRIBUTION OF THE FUND

               The Fund is distributed by Janus Distributors, Inc., a member of
               the National Association of Securities Dealers, Inc. ("NASD"). To
               obtain information about NASD member firms and their associated
               persons, you may contact NASD Regulation, Inc. at www.nasdr.com,
               or the Public Disclosure Hotline at 800-289-9999. An investor
               brochure containing information describing the Public Disclosure
               Program is available from NASD Regulation, Inc.

 32 Janus Growth and Income Fund prospectus
<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

                                     Janus Growth and Income Fund prospectus  33
<PAGE>

               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.

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.

 34 Janus Growth and Income Fund prospectus
<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.

                                     Janus Growth and Income Fund prospectus  35
<PAGE>

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

               The financial highlights table is intended to help you understand
               the Fund's financial performance for the past 5 years through
               October 31st of each fiscal year 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 GROWTH AND INCOME FUND

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
                                                          Periods ending October 31st
                                                1999       1998       1997       1996       1995
<S>                                           <C>        <C>        <C>        <C>        <C>
  1. NET ASSET VALUE, BEGINNING OF PERIOD      $26.45     $25.07     $20.05     $18.13     $14.69
     INCOME FROM INVESTMENT OPERATIONS:
  2. Net investment income                       0.26       0.08       0.01       0.16       0.11
  3. Net gains or (losses) on securities
     (both realized and unrealized)             12.27       3.72       6.98       4.01       3.43
  4. Total from investment operations           12.53       3.80       6.99       4.17       3.54
     LESS DISTRIBUTIONS:
  5. Dividends (from net investment income)    (0.27)     (0.04)     (0.11)     (0.08)     (0.10)
  6. Dividends (in excess of net investment
     income)                                       --         --         --         --         --
  7. Distributions (from capital gains)        (1.87)     (2.38)     (1.86)     (2.17)         --
  8. Total distributions                       (2.14)     (2.42)     (1.97)     (2.25)     (0.10)
  9. NET ASSET VALUE, END OF PERIOD            $36.84     $26.45     $25.07     $20.05     $18.13
 10. Total return                              49.59%     16.73%     37.78%     25.56%     24.20%
 11. Net assets, end of period (in millions)   $5,837     $2,819     $1,889     $1,033       $583
 12. Average net assets for the period (in
     millions)                                 $4,375     $2,479     $1,416       $773       $498
 13. Ratio of gross expenses to average net
     assets                                     0.92%      0.96%      0.98%      1.05%      1.19%
 14. Ratio of net expenses to average net
     assets                                     0.90%      0.94%      0.96%      1.03%      1.17%
 15. Ratio of net investment income/(loss)
     to average net assets                      0.37%      0.33%      0.30%      0.70%      1.11%
 16. Portfolio turnover rate                      43%        95%       127%       153%       195%
- --------------------------------------------------------------------------------------------------
</TABLE>

 36 Janus Growth and Income Fund prospectus
<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 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

                                     Janus Growth and Income Fund prospectus  37
<PAGE>

               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 BONDS 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

 38 Janus Growth and Income Fund prospectus
<PAGE>

               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
               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

                                     Janus Growth and Income Fund prospectus  39
<PAGE>

               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.

               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

 40 Janus Growth and Income Fund prospectus
<PAGE>

               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.

                                     Janus Growth and Income Fund prospectus  41
<PAGE>

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 42
<PAGE>

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                                                                              43
<PAGE>

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 44
<PAGE>

                       This page intentionally left blank
<PAGE>

                                  [JANUS LOGO]

        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

                                 1-800-525-3713
                     PO Box 173375  Denver, CO  80217-3375
                                   janus.com
4262

<PAGE>

                                  [JANUS LOGO]
                             JANUS  BALANCED  FUND
                                   PROSPECTUS

                                                   JANUARY 31, 2000

             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>

- --------------------------------------------------------------------------------
<PAGE>

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

<TABLE>
                <S>                                               <C>
                RISK/RETURN SUMMARY
                   Janus Balanced 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
                   To purchase shares...........................   20
                   To exchange shares...........................   21
                   To redeem shares.............................   21
                   Shareholder services and account policies....   25
                MANAGEMENT OF THE FUND
                   Investment adviser...........................   29
                   Portfolio manager............................   30
                OTHER INFORMATION............... ...............   31
                DISTRIBUTIONS AND TAXES
                   Distributions................................   33
                   Taxes........................................   34
                FINANCIAL HIGHLIGHTS.............. .............   36
                GLOSSARY
                   Glossary of investment terms.................   37

</TABLE>

                                               Janus Balanced Fund prospectus  1
<PAGE>

RISK/RETURN SUMMARY
- --------------------------------------------------------------------------------

JANUS BALANCED FUND

1. WHAT IS THE INVESTMENT OBJECTIVE OF JANUS BALANCED FUND?

               The Fund seeks long-term capital growth, consistent with
               preservation of capital and balanced by current income.

               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 BALANCED FUND?

               The Fund normally invests 40-60% of its assets in securities
               selected primarily for their growth potential and 40-60% of its
               assets in securities selected primarily for their income
               potential. The Fund will normally invest at least 25% of its
               assets in fixed-income securities.

               The Fund may invest without limit in foreign equity and debt
               securities and less than 35% of its net assets in
               high-yield/high-risk bonds.

               The portfolio manager applies a "bottom up" approach in choosing
               investments. In other words, she looks mostly for equity and
               income-producing securities that meet her 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 BALANCED 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.

 2 Janus Balanced Fund prospectus
<PAGE>

               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.

               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.

                                               Janus Balanced Fund prospectus  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 BALANCED FUND

                A BAR CHART showing Annual Total Returns for Janus Balanced Fund
                from 1993 through 1999:

                Annual returns for periods ended 12/31
<TABLE>
                <S>      <C>      <C>     <C>      <C>      <C>      <C>     <C>
                         10.56%   0.02%    27.31%  15.30%   21.81%   31.20%   23.51%
                          1993    1994      1995    1996     1997     1998     1999

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

                Best Quarter:  4th-1998   18.75%   Worst Quarter:  3rd-1998  (4.49%)
</TABLE>

                          Average annual total return for periods ended 12/31/99
                          ------------------------------------------------------

<TABLE>
<CAPTION>
                                                                              Since Inception
                                                          1 year    5 years      (9/1/92)
                <S>                                       <C>      <C>           <C>
                Janus Balanced Fund                        23.51%   23.71%        19.12%
                S&P 500 Index*                             21.03%   28.54%        19.87%
                Lehman Brothers Gov't/Corp Bond
                  Index+                                  (2.15)%    7.61%         9.92%
                                                      ---------------------------------------
</TABLE>

               * The S&P 500 is the Standard & Poor's Composite Index of 500
                 Stocks, a widely recognized, unmanaged index of common stock
                 prices.
               + Lehman Brothers Gov't/Corp Bond Index is composed of all bonds
                 that are of investment grade with at least one year until
                 maturity.

               The Fund's past performance does not necessarily indicate how it
               will perform in the future.

 4 Janus Balanced Fund prospectus
<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). All
               of the fees and expenses shown were determined based on net
               assets as of the fiscal year ended October 31, 1999.

<TABLE>
<CAPTION>
                                                            Janus Balanced Fund
   <S>                                                             <C>
   Management Fee(1)                                                0.65%
   Other Expenses                                                   0.25%
   Total Annual Fund Operating Expenses                             0.90%
</TABLE>

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

   (1) "Management Fee" information has been restated to reflect a new fee
       schedule effective January 31, 2000.
- --------------------------------------------------------------------------------

  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 Balanced Fund                      $92       $287       $498      $1,108
</TABLE>

                                               Janus Balanced Fund prospectus  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 Balanced Fund seeks long-term capital growth, consistent
               with preservation of capital and balanced by current income. It
               pursues its objective by normally investing 40-60% of its assets
               in securities selected primarily for their growth potential and
               40-60% of its assets in securities selected primarily for their
               income potential. The Fund normally invests at least 25% of its
               assets in fixed-income securities.

The following questions and answers are designed to help you better understand
the Fund's principal investment strategies.

1. HOW ARE ASSETS ALLOCATED BETWEEN THE GROWTH AND INCOME COMPONENTS OF THE
   FUND'S PORTFOLIO?

               The Fund shifts assets between the growth and income components
               of its portfolio based on the portfolio manager's analysis of
               relevant market, financial and economic conditions. If the
               portfolio manager believes that growth securities will provide
               better returns than the yields then available or expected on
               income-producing securities, the Fund will place a greater
               emphasis on the growth component.

2. WHAT TYPES OF SECURITIES MAKE UP THE GROWTH COMPONENT OF THE FUND'S
   PORTFOLIO?

               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 Balanced Fund prospectus
<PAGE>

3. WHAT TYPES OF SECURITIES MAKE UP THE INCOME COMPONENT OF THE FUND'S
   PORTFOLIO?

               The income component of the Fund will consist of securities that
               the portfolio manager believes have income potential. Such
               securities may include equity securities, convertible securities
               and all types of debt securities. Equity securities may be
               included in the income component of the Fund if they currently
               pay dividends or the portfolio manager believes they have the
               potential for either increasing their dividends or commencing
               dividends, if none are currently paid.

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 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.

                                               Janus Balanced Fund prospectus  7
<PAGE>

               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 bonds (less than 35% of the Fund's assets)

               - options, futures, forwards, swaps 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.

 8 Janus Balanced Fund prospectus
<PAGE>

               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 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.

                                               Janus Balanced Fund prospectus  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, initial public offerings (IPOs) or companies with
               relatively small market capitalizations. IPOs and other
               investment techniques may have a magnified performance impact on
               a fund with a small asset base. A fund may not experience similar
               performance as its assets grow.

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.

 10 Janus Balanced Fund prospectus
<PAGE>

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
               things considers what impact, if any, the Year 2000 transition
               has had on the company's operations when selecting portfolio
               holdings. However, there is no guarantee that the information the
               portfolio manager receives regarding a company's Year 2000
               transition status 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
   BONDS?

               High-yield/high-risk bonds (or "junk" bonds) are bonds rated
               below investment grade by the primary rating agencies such as
               Standard & Poor's and Moody's. The value of lower quality bonds

                                              Janus Balanced Fund prospectus  11
<PAGE>

               generally is more dependent on credit risk, or the ability of the
               issuer to meet interest and principal payments, than investment
               grade bonds. Issuers of high-yield bonds 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.

5. HOW DOES THE FUND TRY TO REDUCE RISK?

               The Fund may use futures, options, swaps 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
               portfolio manager 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 Balanced Fund prospectus
<PAGE>

                       This page intentionally left blank

                                              Janus Balanced Fund prospectus  13
<PAGE>

- --------------------------------------------------------------------------------
<PAGE>

                                  [JANUS LOGO]
                             Janus  Balanced  Fund
                              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

INVESTOR SERVICE CENTERS
100 Fillmore Street, Suite 100
Denver, CO 80206

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

(Hours: Monday-Friday 7:00 a.m.-6:00 p.m., and Saturday 9:00 a.m.-1:00 p.m.,
Mountain time.)

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

FOR OVERNIGHT CARRIER
Janus
Suite 101
3773 Cherry Creek Drive North
Denver, CO 80209-3821

INVESTOR SERVICE REPRESENTATIVES
If you have any questions while reading this Prospectus, please call one of our
Investor Service Representatives at 1-800-525-3713 Monday-Friday: 8:00 a.m.-8:00
p.m., and Saturday: 10:00 a.m.-4:00 p.m., New York time.

JANUS XPRESSLINE(TM)
1-888-979-7737

JANUS INTERNET ADDRESS
JANUS.COM

For 24-hour access to account and fund information, exchanges, purchases and
redemptions, automated daily quotes on fund share prices, yields and total
returns.

JANUS.COM SPECIALISTS
1-800-975-9932

TDD
1-800-525-0056
A telecommunications device for our hearing- and speech-impaired shareholders.

JANUS LITERATURE LINE
1-800-525-8983
To request a prospectus, shareholder reports or marketing materials 24 hours a
day.

 16 Shareholder's manual
<PAGE>

MINIMUM INVESTMENTS*

<TABLE>
<S>                      <C>
To open a new regular
account                  $2,500
To open a new
retirement account,
education account or
UGMA/UTMA                $  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 a retirement account or UGMA/UTMA 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.

               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 is a custodial account managed for the benefit of a
               minor. To open an UGMA or UTMA, 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. Please refer to the Janus
               retirement guide for more complete information regarding the
               different types of IRAs, including 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.

               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.

               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.

 18 Shareholder's manual
<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.

               PLEASE REFER TO THE CHART ON THE FOLLOWING PAGES FOR INFORMATION
               ON OPENING AN ACCOUNT AND CONDUCTING BUSINESS WITH JANUS. WITH
               CERTAIN LIMITED EXCEPTIONS, THE FUND IS AVAILABLE ONLY TO U.S.
               CITIZENS OR RESIDENTS. WHEN YOU PURCHASE, EXCHANGE, OR REDEEM
               SHARES, YOUR REQUEST WILL BE PROCESSED AT THE NEXT NAV CALCULATED
               AFTER YOUR ORDER IS RECEIVED AND ACCEPTED.

                                                        Shareholder's manual  19
<PAGE>

 TO PURCHASE SHARES

 BY MAIL/IN WRITING
 ------------------------------------------------------------------------------

 - To open your account, complete and sign the appropriate application and make
   your check payable to Janus.

 - To purchase additional shares, complete the remittance slip attached at the
   bottom of your confirmation statement. If you are making a purchase into a
   retirement account, please indicate whether the purchase is a rollover or a
   current or prior year contribution. Send your check and remittance slip or
   written instructions to the address listed on the slip.

 BY TELEPHONE
 ------------------------------------------------------------------------------

 - The "Telephone Purchase of Shares Option" allows you to purchase additional
   shares quickly and conveniently through an electronic transfer of money.
   After establishing this option on your account, call an Investor Service
   Representative during normal business hours or the Janus XpressLine for
   access to this option 24 hours a day. Janus will automatically debit your
   predesignated bank account.

 - Purchases may also be made by wiring money from your bank account to your
   Janus account. Call an Investor Service Representative for wiring
   instructions.

 BY INTERNET
 ------------------------------------------------------------------------------

 - The "Telephone Purchase of Shares Option" allows you to make a purchase into
   an existing account on our Web site at janus.com.

 BY AUTOMATIC INVESTMENT
 ------------------------------------------------------------------------------

 - 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.

 - 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.

 20 Shareholder's manual
<PAGE>

<TABLE>
<S>                                            <C>
    TO EXCHANGE SHARES                           TO REDEEM SHARES
- ---------------------------------------        ---------------------------------------
    - To request an exchange in writing,         - To request a redemption in writ-
      please follow the instructions for           ing, please follow the instructions
      written requests on page 24. Also            for written requests on page 24.
      refer to the exchange policies             - Please see page 23 for information
      listed on page 22 for more infor-            about payment of redemption
      mation.                                      proceeds.

- ---------------------------------------        ---------------------------------------
    - All accounts are automatically eli-        - The telephone redemption option
      gible to exchange shares by tele-            enables you to request redemp-
      phone. To exchange all or a portion          tions daily from your account by
      of your shares into any other                calling an Investor Service Repre-
      available Janus fund, call an                sentative by the close of the
      Investor Service Representative or           regular trading session of the
      the Janus XpressLine.                        NYSE, normally 4:00 p.m. New York
                                                   time. You may also use Janus
                                                   XpressLine for access to this
                                                   option 24 hours a day.

- ---------------------------------------        ---------------------------------------
    - Exchanges may be made on our Web           - Redemptions may be made on our Web
      site at janus.com.                           site at janus.com.
- ---------------------------------------        ---------------------------------------
    - Systematic Exchange - You deter-           - Systematic Redemption - This option
      mine the amount of money you would           allows you to redeem a specific
      like automatically exchanged from            dollar amount from your account on
      one Janus account to another on any          a regular basis.
      day of the month. You may establish
      this program for as little as $100
      per month on existing accounts. You
      may establish a new account with a
      $500 initial purchase and subse-
      quent $100 systematic exchanges.
</TABLE>

                                                        Shareholder's manual  21
<PAGE>

PAYING FOR SHARES

Please note the following when purchasing shares:

- - Cash, credit cards, third party checks, travelers cheques, credit card checks
  or money orders will not be accepted.

- - All purchases must be made in U.S. dollars and checks must be drawn on U.S.
  banks.

- - We may make additional attempts to debit the bank account for ACH purchases.

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

- - If all or a portion of a check is received for investment without a specific
  fund designation, the undesignated amount will be invested in the Janus Money
  Market Fund -- Investor Shares. Shares that are subsequently exchanged from
  Janus Money Market Fund -- Investor Shares into the selected Fund will receive
  the NAV next calculated after your order is received and accepted by the Fund.

- - 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.

EXCHANGE POLICIES

The exchange privilege is not intended as a vehicle for short-term or excessive
trading. The Fund does not permit excessive trading or market timing. Excessive
purchases, redemptions, or exchanges of Fund shares disrupt portfolio management
and drive Fund expenses higher.

Please note the following when exchanging shares:

- - 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 Exchange). Exchanges in excess of this limit are considered
  excessive trading and may be subject to an exchange fee or may result in
  termination of the exchange privilege or the right to make future purchases of
  Fund shares.

 22 Shareholder's manual
<PAGE>

- - The Fund reserves the right to reject any purchase order or 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) or
  whose trading has been or may be disruptive to the Fund.

- - 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 Janus prior to making any exchanges. Effective June 4,
  1999, shares are no longer available in certificate form.

- - 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-retirement account.

- - 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.

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. During the 10 days following an address change, checks sent to a new
  address require a signature guarantee.

- - 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. Wire redemptions are not available for
retirement accounts.

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.

                                                        Shareholder's manual  23
<PAGE>

WRITTEN INSTRUCTIONS

               To redeem or exchange all or part of your shares in writing, your
               request should be sent to one of the addresses listed on page 16
               and must include the following information:

               - the name of the Fund(s)

               - the account number(s)

               - 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 (see account
                 application for signature requirements)

               - your daytime telephone number

SIGNATURE GUARANTEE

               A SIGNATURE GUARANTEE IS REQUIRED if any of the following is
               applicable:

               - You request a redemption by check that exceeds $100,000.

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

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

               - You would like a 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.

               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-

 24 Shareholder's manual
<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

               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

                                                        Shareholder's manual  25
<PAGE>

               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.

               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 customers, 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

 26 Shareholder's manual
<PAGE>

               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.

               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 the shareholder(s) of record.
               Include the name of your 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  27
<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 further instructions, please call an
               Investor Service Representative.

               STATEMENTS AND REPORTS

               Investors will receive quarterly confirmations of all
               transactions. Quarterly statements for all investors are
               available on our Web site. You may make an election on our Web
               site to discontinue delivery of your paper statements. 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 requests.

 28 Shareholder's manual
<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. For the most recent fiscal year, the
               Fund paid Janus Capital a management fee equal to 0.67% of
               average daily net assets.

                                              Janus Balanced Fund prospectus  29
<PAGE>

PORTFOLIO MANAGER

KAREN L. REIDY
- --------------------------------------------------------------------------------
                   is Executive Vice President and portfolio manager of the
                   Fund and Janus Equity Income Fund. She is also an
                   assistant portfolio manager of Janus Fund. Prior to
                   joining Janus Capital in 1995, she worked for Price
                   Waterhouse as a manager in both the Mergers and
                   Acquisitions and Audit business units. In this capacity,
                   Ms. Reidy performed due diligence work for corporate
                   clients and oversaw audit engagements. She received an
                   undergraduate degree in Accounting from the University of
                   Colorado in 1989 and passed the CPA exam in 1992. She is a
                   Chartered Financial Analyst.

 30 Janus Balanced Fund prospectus
<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 has been a high priority for Janus
               Capital. A dedicated group was established to address this issue.
               Janus Capital devoted considerable internal resources and engaged
               one of the foremost experts in the field to achieve Year 2000
               readiness. Janus Capital successfully completed all five steps of
               its Year 2000 preparedness plans including the upgrade and
               replacement of all systems, as well as full-scale testing and
               implementation of those systems. Janus Capital's detailed
               contingency plans were also thoroughly tested. As of the date of
               this Prospectus, Janus Capital has not seen any adverse impact as
               a result of the Year 2000 transition on any of its systems or
               those of its vendors, or on the companies in which the Fund
               invests or worldwide markets and economies. Nonetheless, Janus
               Capital will continue to monitor the effect of the Year 2000
               transition, and there can be no absolute assurance that Year 2000
               issues will not in the future adversely affect the Fund's or
               Janus Capital's operations.

                                              Janus Balanced Fund prospectus  31
<PAGE>

               DISTRIBUTION OF THE FUND

               The Fund is distributed by Janus Distributors, Inc., a member of
               the National Association of Securities Dealers, Inc. ("NASD"). To
               obtain information about NASD member firms and their associated
               persons, you may contact NASD Regulation, Inc. at www.nasdr.com,
               or the Public Disclosure Hotline at 800-289-9999. An investor
               brochure containing information describing the Public Disclosure
               Program is available from NASD Regulation, Inc.

 32 Janus Balanced Fund prospectus
<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

                                              Janus Balanced Fund prospectus  33
<PAGE>

               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.

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.

 34 Janus Balanced Fund prospectus
<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.

                                              Janus Balanced Fund prospectus  35
<PAGE>

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

               The financial highlights table is intended to help you understand
               the Fund's financial performance for the past 5 years through
               October 31st of each fiscal year 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 BALANCED FUND
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
                                                  Periods ending October 31st
                                           1999      1998     1997     1996     1995
<S>                                       <C>       <C>      <C>      <C>      <C>
  1. NET ASSET VALUE, BEGINNING OF
     PERIOD                                $17.22   $16.73   $15.20   $13.72   $12.17
     INCOME FROM INVESTMENT OPERATIONS:
  2. Net investment income                   0.42     0.33     0.36     0.33     0.61
  3. Net gains or (losses) on securities
     (both realized and unrealized)          4.69     2.00     2.88     2.22     1.52
  4. Total from investment operations        5.11     2.33     3.24     2.55     2.13
     LESS DISTRIBUTIONS:
  5. Dividends (from net investment
     income)                               (0.43)   (0.35)   (0.36)   (0.26)   (0.58)
  6. Dividends (in excess of net
     investment income)                        --       --       --       --       --
  7. Distributions (from capital gains)    (0.11)   (1.49)   (1.35)   (0.81)       --
  8. Total distributions                   (0.54)   (1.84)   (1.71)   (1.07)   (0.58)
  9. NET ASSET VALUE, END OF PERIOD        $21.79   $17.22   $16.73   $15.20   $13.72
 10. Total return                          29.89%   15.48%   23.38%   19.39%   18.26%
 11. Net assets, end of period (in
     millions)                             $2,930     $830     $360     $207     $125
 12. Average net assets for the period
     (in millions)                         $1,954     $537     $283     $159     $107
 13. Ratio of gross expenses to average
     net assets                             0.92%    1.03%    1.12%    1.23%    1.35%
 14. Ratio of net expenses to average
     net assets                             0.91%    1.01%    1.10%    1.21%    1.32%
 15. Ratio of net investment
     income/(loss) to average net assets    2.37%    2.34%    2.63%    2.35%    2.52%
 16. Portfolio turnover rate                  64%      73%     139%     151%     185%
- -------------------------------------------------------------------------------------
</TABLE>

 36 Janus Balanced Fund prospectus
<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 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

                                              Janus Balanced Fund prospectus  37
<PAGE>

               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 BONDS are bonds 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 bonds 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

 38 Janus Balanced Fund prospectus
<PAGE>

               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
               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

                                              Janus Balanced Fund prospectus  39
<PAGE>

               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.

               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

 40 Janus Balanced Fund prospectus
<PAGE>

               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.

                                              Janus Balanced Fund prospectus  41
<PAGE>

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 42
<PAGE>

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                                                                              43
<PAGE>

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 44
<PAGE>

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<PAGE>

                                  [JANUS LOGO]

        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

                                 1-800-525-3713
                     PO Box 173375  Denver, CO  80217-3375
                                   janus.com

4263


<PAGE>

                                  [JANUS LOGO]
                             JANUS  EQUITY  INCOME
                                      FUND
                                   PROSPECTUS

                                                   JANUARY 31, 2000

             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>

- --------------------------------------------------------------------------------
<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
                   To purchase shares...........................   20
                   To exchange shares...........................   21
                   To redeem shares.............................   21
                   Shareholder services and account policies....   25
                MANAGEMENT OF THE FUNDS
                   Investment adviser...........................   29
                   Portfolio manager............................   30
                OTHER INFORMATION............... ...............   31
                DISTRIBUTIONS AND TAXES
                   Distributions................................   33
                   Taxes........................................   34
                FINANCIAL HIGHLIGHTS.............. .............   36
                GLOSSARY
                   Glossary of investment terms.................   37

</TABLE>

                                          Janus Equity Income Fund prospectus  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 invested assets in
               income-producing equity securities.

               The Fund may invest without limit in foreign equity and debt
               securities and less than 35% of its net assets in
               high-yield/high-risk bonds.

               The portfolio manager applies a "bottom up" approach in choosing
               investments. In other words, she looks mostly for equity and
               income-producing securities that meet her investment criteria one
               at a time. If the portfolio manager is unable to find such
               investments, 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 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

 2 Janus Equity Income Fund prospectus
<PAGE>

               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.

               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.

                                          Janus Equity Income Fund prospectus  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 1999:

                Annual returns for periods ended 12/31
<TABLE>
                <S>                                         <C>      <C>     <C>
                                                            31.08%   40.05%   38.50%
                                                             1997     1998     1999

                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>

                          Average annual total return for periods ended 12/31/99
                          ------------------------------------------------------

<TABLE>
<CAPTION>
                                                                           Since Inception
                                                                  1 year      (6/28/96)
                <S>                                              <C>          <C>
                Janus Equity Income Fund                          38.50%       35.96%
                S&P 500 Index*                                    21.03%       27.15%
                                                              -----------------------------
</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 prospectus
<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). All
               of the fees and expenses shown were determined based on net
               assets as of the fiscal year ended October 31, 1999.

<TABLE>
<CAPTION>
                                                       Janus Equity Income Fund
   <S>                                                           <C>
   Management Fee(1)                                              0.65%
   Other Expenses                                                 0.31%
   Total Annual Fund Operating Expenses                           0.96%
</TABLE>

 (1) "Management Fee" information has been restated to reflect a new fee
     schedule effective January 31, 2000.
- --------------------------------------------------------------------------------
  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                   $ 98      $306       $531       $1,178
</TABLE>

                                          Janus Equity Income Fund prospectus  5
<PAGE>

INVESTMENT OBJECTIVES, 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 invested assets in income-producing
               equity securities. Such securities may include dividend paying
               common and preferred stocks, warrants and securities that are
               converted into 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 prospectus
<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 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 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 bonds (less than 35% of the Fund's assets)

                                          Janus Equity Income Fund prospectus  7
<PAGE>

               - options, futures, forwards, swaps 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

 8 Janus Equity Income Fund prospectus
<PAGE>

               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.

                                          Janus Equity Income Fund prospectus  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, initial public offerings (IPOs) or companies with
               relatively small market capitalizations. IPOs and other
               investment techniques may have a magnified performance impact on
               a fund with a small asset base. A fund may not experience similar
               performance as its assets grow.

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.

 10 Janus Equity Income Fund prospectus
<PAGE>

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
               things considers what impact, if any, the Year 2000 transition
               has had on the company's operations when selecting portfolio
               holdings. However, there is no guarantee that the information the
               portfolio manager receives regarding a company's Year 2000
               transition status 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
   BONDS?

               High-yield/high-risk bonds (or "junk" bonds) are bonds rated
               below investment grade by the primary rating agencies such as
               Standard & Poor's and Moody's. The value of lower quality bonds

                                         Janus Equity Income Fund prospectus  11
<PAGE>

               generally is more dependent on credit risk, or the ability of the
               issuer to meet interest and principal payments, than investment
               grade bonds. Issuers of high-yield bonds 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.

5. HOW DOES THE FUND TRY TO REDUCE RISK?

               The Fund may use futures, options, swaps 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 prospectus
<PAGE>

                       This page intentionally left blank

                                         Janus Equity Income Fund prospectus  13
<PAGE>

- --------------------------------------------------------------------------------
<PAGE>

                                  [JANUS LOGO]
                             JANUS  EQUITY  INCOME
                                      FUND
                              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

INVESTOR SERVICE CENTERS
100 Fillmore Street, Suite 100
Denver, CO 80206

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

(Hours: Monday-Friday 7:00 a.m.-6:00 p.m., and Saturday 9:00 a.m.-1:00 p.m.,
Mountain time.)

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

FOR OVERNIGHT CARRIER
Janus
Suite 101
3773 Cherry Creek Drive North
Denver, CO 80209-3821

INVESTOR SERVICE REPRESENTATIVES
If you have any questions while reading this Prospectus, please call one of our
Investor Service Representatives at 1-800-525-3713 Monday-Friday: 8:00 a.m.-8:00
p.m., and Saturday: 10:00 a.m.-4:00 p.m., New York time.

JANUS XPRESSLINE(TM)
1-888-979-7737

JANUS INTERNET ADDRESS
JANUS.COM

For 24-hour access to account and fund information, exchanges, purchases and
redemptions, automated daily quotes on fund share prices, yields and total
returns.

JANUS.COM SPECIALISTS
1-800-975-9932

TDD
1-800-525-0056
A telecommunications device for our hearing- and speech-impaired shareholders.

JANUS LITERATURE LINE
1-800-525-8983
To request a prospectus, shareholder reports or marketing materials 24 hours a
day.

 16 Shareholder's manual
<PAGE>

MINIMUM INVESTMENTS*

<TABLE>
<S>                      <C>
To open a new regular
account                  $2,500
To open a new
retirement account,
education account or
UGMA/UTMA                $  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 a retirement account or UGMA/UTMA 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.

               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 is a custodial account managed for the benefit of a
               minor. To open an UGMA or UTMA, 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. Please refer to the Janus
               retirement guide for more complete information regarding the
               different types of IRAs, including 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.

               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.

               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.

 18 Shareholder's manual
<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.

               PLEASE REFER TO THE CHART ON THE FOLLOWING PAGES FOR INFORMATION
               ON OPENING AN ACCOUNT AND CONDUCTING BUSINESS WITH JANUS. WITH
               CERTAIN LIMITED EXCEPTIONS, THE FUND IS AVAILABLE ONLY TO U.S.
               CITIZENS OR RESIDENTS. WHEN YOU PURCHASE, EXCHANGE, OR REDEEM
               SHARES, YOUR REQUEST WILL BE PROCESSED AT THE NEXT NAV CALCULATED
               AFTER YOUR ORDER IS RECEIVED AND ACCEPTED.

                                                        Shareholder's manual  19
<PAGE>

 TO PURCHASE SHARES

 BY MAIL/IN WRITING
 ------------------------------------------------------------------------------

 - To open your account, complete and sign the appropriate application and make
   your check payable to Janus.

 - To purchase additional shares, complete the remittance slip attached at the
   bottom of your confirmation statement. If you are making a purchase into a
   retirement account, please indicate whether the purchase is a rollover or a
   current or prior year contribution. Send your check and remittance slip or
   written instructions to the address listed on the slip.

 BY TELEPHONE
 ------------------------------------------------------------------------------

 - The "Telephone Purchase of Shares Option" allows you to purchase additional
   shares quickly and conveniently through an electronic transfer of money.
   After establishing this option on your account, call an Investor Service
   Representative during normal business hours or the Janus XpressLine for
   access to this option 24 hours a day. Janus will automatically debit your
   predesignated bank account.

 - Purchases may also be made by wiring money from your bank account to your
   Janus account. Call an Investor Service Representative for wiring
   instructions.

 BY INTERNET
 ------------------------------------------------------------------------------

 - The "Telephone Purchase of Shares Option" allows you to make a purchase into
   an existing account on our Web site at janus.com.

 BY AUTOMATIC INVESTMENT
 ------------------------------------------------------------------------------

 - 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.

 - 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.

 20 Shareholder's manual
<PAGE>

<TABLE>
<S>                                            <C>
    TO EXCHANGE SHARES                           TO REDEEM SHARES
- ---------------------------------------        ---------------------------------------
    - To request an exchange in writing,         - To request a redemption in writ-
      please follow the instructions for           ing, please follow the instructions
      written requests on page 24. Also            for written requests on page 24.
      refer to the exchange policies             - Please see page 23 for information
      listed on page 22 for more infor-            about payment of redemption
      mation.                                      proceeds.

- ---------------------------------------        ---------------------------------------
    - All accounts are automatically eli-        - The telephone redemption option
      gible to exchange shares by tele-            enables you to request redemp-
      phone. To exchange all or a portion          tions daily from your account by
      of your shares into any other                calling an Investor Service Repre-
      available Janus fund, call an                sentative by the close of the
      Investor Service Representative or           regular trading session of the
      the Janus XpressLine.                        NYSE, normally 4:00 p.m. New York
                                                   time. You may also use Janus
                                                   XpressLine for access to this
                                                   option 24 hours a day.

- ---------------------------------------        ---------------------------------------
    - Exchanges may be made on our Web           - Redemptions may be made on our Web
      site at janus.com.                           site at janus.com.
- ---------------------------------------        ---------------------------------------
    - Systematic Exchange - You deter-           - Systematic Redemption - This option
      mine the amount of money you would           allows you to redeem a specific
      like automatically exchanged from            dollar amount from your account on
      one Janus account to another on any          a regular basis.
      day of the month. You may establish
      this program for as little as $100
      per month on existing accounts. You
      may establish a new account with a
      $500 initial purchase and subse-
      quent $100 systematic exchanges.
</TABLE>

                                                        Shareholder's manual  21
<PAGE>

PAYING FOR SHARES

Please note the following when purchasing shares:

- - Cash, credit cards, third party checks, travelers cheques, credit card checks
  or money orders will not be accepted.

- - All purchases must be made in U.S. dollars and checks must be drawn on U.S.
  banks.

- - We may make additional attempts to debit the bank account for ACH purchases.

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

- - If all or a portion of a check is received for investment without a specific
  fund designation, the undesignated amount will be invested in the Janus Money
  Market Fund -- Investor Shares. Shares that are subsequently exchanged from
  Janus Money Market Fund -- Investor Shares into the selected Fund will receive
  the NAV next calculated after your order is received and accepted by the Fund.

- - 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.

EXCHANGE POLICIES

The exchange privilege is not intended as a vehicle for short-term or excessive
trading. The Fund does not permit excessive trading or market timing. Excessive
purchases, redemptions, or exchanges of Fund shares disrupt portfolio management
and drive Fund expenses higher.

Please note the following when exchanging shares:

- - 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 Exchange). Exchanges in excess of this limit are considered
  excessive trading and may be subject to an exchange fee or may result in
  termination of the exchange privilege or the right to make future purchases of
  Fund shares.

 22 Shareholder's manual
<PAGE>

- - The Fund reserves the right to reject any purchase order or 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) or
  whose trading has been or may be disruptive to the Fund.

- - 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 Janus prior to making any exchanges. Effective June 4,
  1999, shares are no longer available in certificate form.

- - 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-retirement account.

- - 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.

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. During the 10 days following an address change, checks sent to a new
  address require a signature guarantee.

- - 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. Wire redemptions are not available for
retirement accounts.

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.

                                                        Shareholder's manual  23
<PAGE>

WRITTEN INSTRUCTIONS

               To redeem or exchange all or part of your shares in writing, your
               request should be sent to one of the addresses listed on page 16
               and must include the following information:

               - the name of the Fund(s)

               - the account number(s)

               - 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 (see account
                 application for signature requirements)

               - your daytime telephone number

SIGNATURE GUARANTEE

               A SIGNATURE GUARANTEE IS REQUIRED if any of the following is
               applicable:

               - You request a redemption by check that exceeds $100,000.

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

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

               - You would like a 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.

               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-

 24 Shareholder's manual
<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

               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

                                                        Shareholder's manual  25
<PAGE>

               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.

               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 customers, 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

 26 Shareholder's manual
<PAGE>

               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.

               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 the shareholder(s) of record.
               Include the name of your 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  27
<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 further instructions, please call an
               Investor Service Representative.

               STATEMENTS AND REPORTS

               Investors will receive quarterly confirmations of all
               transactions. Quarterly statements for all investors are
               available on our Web site. You may make an election on our Web
               site to discontinue delivery of your paper statements. 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 requests.

 28 Shareholder's manual
<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. For the most recent fiscal year, the
               Fund paid Janus Capital a management fee equal to 0.71% of
               average daily net assets.

                                         Janus Equity Income Fund prospectus  29
<PAGE>

PORTFOLIO MANAGER

KAREN L. REIDY
- --------------------------------------------------------------------------------
                   is Executive Vice President and portfolio manager of the
                   Fund and Janus Balanced Fund. She is also an assistant
                   portfolio manager of Janus Fund. Prior to joining Janus
                   Capital in 1995, she worked for Price Waterhouse as a
                   manager in both the Mergers and Acquisitions and Audit
                   business units. In this capacity, Ms. Reidy performed due
                   diligence work for corporate clients and oversaw audit
                   engagements. She received an undergraduate degree in
                   Accounting from the University of Colorado in 1989 and
                   passed the CPA exam in 1992. She is a Chartered Financial
                   Analyst.

 30 Janus Equity Income Fund prospectus
<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 has been a high priority for Janus
               Capital. A dedicated group was established to address this issue.
               Janus Capital devoted considerable internal resources and engaged
               one of the foremost experts in the field to achieve Year 2000
               readiness. Janus Capital successfully completed all five steps of
               its Year 2000 preparedness plans including the upgrade and
               replacement of all systems, as well as full-scale testing and
               implementation of those systems. Janus Capital's detailed
               contingency plans were also thoroughly tested. As of the date of
               this Prospectus, Janus Capital has not seen any adverse impact as
               a result of the Year 2000 transition on any of its systems or
               those of its vendors, or on the companies in which the Fund
               invests or worldwide markets and economies. Nonetheless, Janus
               Capital will continue to monitor the effect of the Year 2000
               transition, and there can be no absolute assurance that Year 2000
               issues will not in the future adversely affect the Fund's or
               Janus Capital's operations.

                                         Janus Equity Income Fund prospectus  31
<PAGE>

               DISTRIBUTION OF THE FUND

               The Fund is distributed by Janus Distributors, Inc., a member of
               the National Association of Securities Dealers, Inc. ("NASD"). To
               obtain information about NASD member firms and their associated
               persons, you may contact NASD Regulation, Inc. at www.nasdr.com,
               or the Public Disclosure Hotline at 800-289-9999. An investor
               brochure containing information describing the Public Disclosure
               Program is available from NASD Regulation, Inc.

 32 Janus Equity Income Fund prospectus
<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

                                         Janus Equity Income Fund prospectus  33
<PAGE>

               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.

TAXES

               As with any investment, you should consider the tax consequences
               of investing in the Fund. Any time you sell or exchange

 34 Janus Equity Income Fund prospectus
<PAGE>

               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.

               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.

                                         Janus Equity Income Fund prospectus  35
<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
                                                    1999     1998     1997    1996(1)
<S>                                                <C>      <C>      <C>      <C>
  1. NET ASSET VALUE, BEGINNING OF PERIOD          $15.59   $13.98   $11.29   $10.00
     INCOME FROM INVESTMENT OPERATIONS:
  2. Net investment income                           0.14     0.05     0.09     0.07
  3. Net gains or (losses) on securities (both
     realized and unrealized)                        7.17     2.47     3.11     1.25
  4. Total from investment operations                7.31     2.52     3.20     1.32
     LESS DISTRIBUTIONS:
  5. Dividends (from net investment income)        (0.15)   (0.03)   (0.12)   (0.03)
  6. Dividends (in excess of net investment
     income)                                           --       --       --       --
  7. Distributions (from capital gains)            (0.18)   (0.88)   (0.39)       --
  8. Total distributions                           (0.33)   (0.91)   (0.51)   (0.03)
  9. NET ASSET VALUE, END OF PERIOD                $22.57   $15.59   $13.98   $11.29
 10. TOTAL RETURN*                                 47.22%   19.21%   29.46%   13.20%
 11. Net assets, end of period (in millions)         $781     $201      $74      $30
 12. Average net assets for the period (in
     millions)                                       $571     $134      $46      $21
 13. Ratio of gross expenses to average net
     assets**                                       1.02%    1.21%    1.48%    1.79%
 14. Ratio of net expenses to average net
     assets**                                       1.01%    1.18%    1.45%    1.71%
 15. Ratio of net investment income/(loss) to
     average net assets**                           0.81%    0.41%    0.62%    3.09%
 16. Portfolio turnover rate**                        81%     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.

 36 Janus Equity Income Fund prospectus
<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 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

                                         Janus Equity Income Fund prospectus  37
<PAGE>

               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 BONDS are bonds 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 bonds 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

 38 Janus Equity Income Fund prospectus
<PAGE>

               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
               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

                                         Janus Equity Income Fund prospectus  39
<PAGE>

               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.

               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

 40 Janus Equity Income Fund prospectus
<PAGE>

               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.

                                         Janus Equity Income Fund prospectus  41
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<PAGE>

                                  [JANUS LOGO]

        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

                                 1-800-525-3713
                     PO Box 173375  Denver, CO  80217-3375
                                   janus.com

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