JANUS INVESTMENT FUND
497, 2000-06-26
Previous: TEXTRON INC, 11-K, 2000-06-26
Next: KINNARD INVESTMENTS INC, SC 13D, 2000-06-26



<PAGE>

                                  [JANUS LOGO]

                              JANUS  EQUITY  FUNDS
                                   PROSPECTUS

                                                         JANUS FUND
                                              JANUS ENTERPRISE FUND
                                                 JANUS MERCURY FUND
                                      JANUS SPECIAL SITUATIONS FUND
                                         JANUS STRATEGIC VALUE FUND
                                       JANUS GROWTH AND INCOME FUND
                                                JANUS BALANCED FUND
                                           JANUS EQUITY INCOME FUND

                                   JANUARY 31, 2000 AS SUPPLEMENTED
                                    MARCH 16, 2000 AND MAY 10, 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
                   Equity Funds.................................    2
                   Fees and expenses............................   11
                INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT
                STRATEGIES AND RISKS
                   Equity Funds.................................   13
                   General portfolio policies...................   20
                   Risks........................................   23
                SHAREHOLDER'S MANUAL
                   Minimum investments..........................   31
                   Types of account ownership...................   31
                   To purchase shares...........................   34
                   To exchange shares...........................   35
                   To redeem shares.............................   35
                   Shareholder services and account policies....   40
                MANAGEMENT OF THE FUNDS
                   Investment adviser...........................   44
                   Investment personnel.........................   46
                OTHER INFORMATION............... ...............   51
                DISTRIBUTIONS AND TAXES
                   Distributions................................   53
                   Taxes........................................   55
                FINANCIAL HIGHLIGHTS.............. .............   57
                GLOSSARY
                   Glossary of investment terms.................   65

</TABLE>

                                                Janus Equity Funds prospectus  1
<PAGE>

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

EQUITY FUNDS

               The Equity Funds are designed for long-term investors who seek
               growth of capital and who can tolerate the greater risks
               associated with common stock investments. Janus Balanced Fund,
               Janus Equity Income Fund and Janus Growth and Income Fund are
               designed for investors who primarily seek growth of capital with
               varying degrees of emphasis on income. Janus Balanced Fund, Janus
               Equity Income Fund and Janus Growth and Income Fund are not
               designed for investors who desire a consistent level of income.

1. WHAT ARE THE INVESTMENT OBJECTIVES OF THE EQUITY FUNDS?
--------------------------------------------------------------------------------

               JANUS EQUITY FUNDS

               - JANUS FUND seeks long-term growth of capital in a manner
                 consistent with the preservation of capital.

               - JANUS ENTERPRISE FUND, JANUS MERCURY FUND AND JANUS
                 STRATEGIC VALUE FUND seek long-term growth of capital.

               - JANUS SPECIAL SITUATIONS FUND seeks capital appreciation.

               - JANUS GROWTH AND INCOME FUND seeks long-term capital growth
                 and current income.

               - JANUS BALANCED FUND seeks long-term capital growth,
                 consistent with preservation of capital and balanced by
                 current income.

               - JANUS EQUITY INCOME FUND seeks current income and long-term
                 growth of capital.

               The Funds' Trustees may change these objectives without a
               shareholder vote and the Funds will notify you of any changes
               that are material. If there is a material change to a Fund's
               objective or policies, you should consider whether that Fund
               remains an appropriate investment for you. There is no guarantee
               that a Fund will meet its objective.

 2 Janus Equity Funds prospectus
<PAGE>

2. WHAT ARE THE MAIN INVESTMENT STRATEGIES OF THE EQUITY FUNDS?

               The portfolio managers apply a "bottom up" approach in choosing
               investments. In other words, the Funds' portfolio managers look
               for companies with earnings growth potential one at a time, and
               in the case of Janus Strategic Value Fund, the Fund's portfolio
               manager looks for undervalued companies one at a time. Janus
               Balanced Fund's, Janus Equity Income Fund's and Janus Growth and
               Income Fund's portfolio managers look mostly for equity and
               income-producing securities that meet their investment criteria.
               If a portfolio manager is unable to find such investments, a
               significant portion of a Fund's assets may be in cash or similar
               investments.

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

               JANUS FUND invests primarily in common stocks selected for their
               growth potential. Although the Fund can invest in companies of
               any size, it generally invests in larger, more established
               companies.

               JANUS ENTERPRISE FUND invests primarily in common stocks selected
               for their growth potential, and normally invests at least 50% of
               its equity assets in medium-sized companies.

               JANUS MERCURY FUND invests primarily in common stocks selected
               for their growth potential. The Fund may invest in companies of
               any size, from larger, well-established companies to smaller,
               emerging growth companies.

               JANUS SPECIAL SITUATIONS FUND invests primarily in common stocks
               selected for their capital appreciation potential. The Fund
               emphasizes stocks of "special situation" companies that the
               portfolio manager believes have been overlooked or undervalued by
               other investors. A "special situation" arises when, in the
               portfolio manager's opinion, securities of a particular company
               will appreciate in value due to a specific development. The
               portfolio manager pays particular attention to companies that he
               thinks have high free cash flows.

                                                Janus Equity Funds prospectus  3
<PAGE>

               JANUS STRATEGIC VALUE FUND invests primarily in common stocks
               with the potential for long-term growth of capital using a
               "value" approach. The "value" approach emphasizes investments in
               companies the portfolio manager believes are undervalued relative
               to their intrinsic worth.

               The portfolio manager measures value as a function of
               price/earnings (P/E) ratios and price/free cash flow. A P/E ratio
               is the relationship between the price of a stock and its earnings
               per share. This figure is determined by dividing a stock's market
               price by the company's earnings per share amount. Price/free cash
               flow is the relationship between the price of a stock and the
               company's available cash from operations minus capital
               expenditures.

               The portfolio manager will typically seek attractively valued
               companies that are improving their free cash flow and improving
               their returns on invested capital. These companies may also
               include special situations companies that are experiencing
               management changes and/or are temporarily out of favor.

               JANUS GROWTH AND INCOME 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.

               JANUS BALANCED 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.

               JANUS EQUITY INCOME 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.

 4 Janus Equity Funds prospectus
<PAGE>

3. WHAT ARE THE MAIN RISKS OF INVESTING IN THE EQUITY FUNDS?

               The biggest risk is that the Funds' returns may vary, and you
               could lose money. If you are considering investing in any of the
               Equity Funds, remember that they are each 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 a Fund's portfolio may decrease if the value of
               an individual company in the portfolio decreases and, in the
               case of Janus Special Situations Fund and Janus Strategic
               Value Fund, if the portfolio manager's belief about a
               company's intrinsic worth is incorrect. The value of a Fund's
               portfolio could also decrease if the stock market goes down.
               If the value of a Fund's portfolio decreases, a Fund's net
               asset value (NAV) will also decrease, which means if you sell
               your shares in a Fund you would get back less money.

               The income component of Janus Balanced Fund, Janus Equity
               Income Fund and Janus Growth and Income Fund portfolios
               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.

               JANUS SPECIAL SITUATIONS FUND emphasizes investments in
               special situation companies which may not appreciate if an
               anticipated development does not occur or attract the
               anticipated attention. See "What is a 'special situation'?" on
               page 17 for an explanation of what the portfolio manager may
               consider a special situation.

                                                Janus Equity Funds prospectus  5
<PAGE>

               JANUS ENTERPRISE FUND, JANUS SPECIAL SITUATIONS FUND AND JANUS
               STRATEGIC VALUE FUND are nondiversified. In other words, they
               may hold larger positions in a smaller number of securities
               than a diversified fund. As a result, a single security's
               increase or decrease in value may have a greater impact on a
               Fund's NAV and total return.

               An investment in these Funds is not a bank deposit and is not
               insured or guaranteed by the Federal Deposit Insurance
               Corporation or any other government agency.

 6 Janus Equity Funds prospectus
<PAGE>

               The following information illustrates how each of the Equity
               Fund's performance has varied over time. The bar charts depict
               the change in performance from year-to-year during the period
               indicated. The tables compare each Fund's average annual returns
               for the periods indicated to a broad-based securities market
               index.

                JANUS FUND

                Annual Returns for periods ended 12/31

<TABLE>
                <S>      <C>     <C>     <C>     <C>      <C>      <C>     <C>     <C>     <C>
                (0.74%)  42.80%  6.87%   10.92%  (1.10%)  29.43%   19.61%  22.72%  38.89%  47.13%
                 1990     1991    1992    1993    1994     1995     1996    1997    1998    1999
</TABLE>
                Best Quarter: 4th-1998 28.44%  Worst Quarter: 3rd-1990 (13.91%)

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

<TABLE>
<CAPTION>
                                                                                          Since Inception
                                                           1 year   5 years   10 years       (2/5/70)
                <S>                                        <C>      <C>       <C>         <C>
                Janus Fund                                 47.13%   31.16%     20.49%         18.49%
                S&P 500 Index*                             21.03%   28.54%     18.79%         14.03%
                                                       --------------------------------------------------
</TABLE>

                * The S&P 500 is the Standard & Poor's Composite Index of 500
                  Stocks, a widely recognized, unmanaged index of common stock
                  prices.

                                                Janus Equity Funds prospectus  7
<PAGE>

                JANUS ENTERPRISE FUND

                Annual Returns for periods ended 12/31

                15.64%  8.92%    27.25%   11.65%  10.82%  33.75%  121.90%
                 1993    1994     1995     1996    1997    1998    1999

                Best Quarter: 4th-1999 57.93%  Worst Quarter: 3rd-1998 (14.63%)

                          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 Enterprise Fund                      121.90%   36.12%        31.95%
                S&P MidCap 400 Index+                       14.72%   23.05%        18.69%
                                                           ----------------------------------
</TABLE>

               + The S&P MidCap 400 Index is an unmanaged group of 400
                 domestic stocks chosen for their market size, liquidity and
                 industry group representation.

                JANUS MERCURY FUND

                Annual Returns for periods ended 12/31

                15.86%   33.01%   17.67%  11.88%  58.41%  96.23%
                 1994     1995     1996    1997    1998    1999

                Best Quarter: 4th-1999 42.72%  Worst Quarter: 3rd-1998 (6.94%)


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

<TABLE>
<CAPTION>
                                                                            Since Inception
                                                         1 year   5 years      (5/3/93)
                <S>                                      <C>      <C>       <C>
                Janus Mercury Fund                       96.23%    40.33%        35.46%
                S&P 500 Index*                           21.03%    28.54%        22.29%
                                                         ----------------------------------
</TABLE>

               * The S&P 500 is the Standard & Poor's Composite Index of 500
                 Stocks, a widely recognized, unmanaged index of common stock
                 prices.

 8 Janus Equity Funds prospectus
<PAGE>

                JANUS SPECIAL SITUATIONS FUND

                Annual Returns for periods ended 12/31

                46.04%  25.31%  52.46%
                 1997    1998    1999

                Best Quarter: 4th-1998 28.53%  Worst Quarter: 3rd-1998 (19.55%)

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

<TABLE>
<CAPTION>
                                                                          Since Inception
                                                                 1 year     (12/31/96)
                <S>                                              <C>      <C>
                Janus Special Situations Fund                    52.46%       40.78%
                S&P 500 Index*                                   21.03%       27.56%
                                                                 -------------------------
</TABLE>

               * The S&P 500 is the Standard & Poor's Composite Index of 500
                 Stocks, a widely recognized, unmanaged index of common stock
                 prices.

               Since Janus Strategic Value Fund did not commence operations
               until January 31, 2000, there is no performance available as of
               the date of this prospectus.

                JANUS GROWTH AND INCOME FUND

                Annual Returns for periods ended 12/31

                5.35%   6.70%   (4.87%)  36.35%   26.03%  34.66%  34.87%  51.18%
                 1992    1993    1994     1995     1996    1997    1998    1999

                Best Quarter: 4th-1999 29.20%  Worst Quarter: 3rd-1998 (8.97%)

                          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.

                                                Janus Equity Funds prospectus  9
<PAGE>

                JANUS BALANCED FUND

                Annual Returns for periods ended 12/31

                10.56%  0.02%    27.31%   15.30%  21.81%  31.20%  23.51%
                 1993    1994     1995     1996    1997    1998    1999

                Best Quarter: 4th-1998 18.75%  Worst Quarter: 3rd-1998 (4.49%)

                          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%        21.46%
                Lehman Brothers Gov't/Corp Bond Index+    2.15%     7.61%         5.44%
                                                         ----------------------------------
</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.

                JANUS EQUITY INCOME FUND

                Annual Returns for periods ended 12/31

                31.08%  40.05%  38.50%
                 1997    1998    1999

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

                          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 Equity Funds' past performance does not necessarily indicated how they will
perform in the future.

 10 Janus Equity Funds 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 Funds.

               ANNUAL FUND OPERATING EXPENSES are paid out of a 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
               on the next page shows, these costs are borne indirectly by all
               shareholders.

                                               Janus Equity Funds prospectus  11
<PAGE>

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Funds. 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>
                                             Management     Other        Total Annual Fund
                                               Fee(1)      Expenses     Operating Expenses
    <S>                                      <C>           <C>         <C>
    Janus Fund                                 0.65%        0.20%              0.85%
    Janus Enterprise Fund                      0.65%        0.29%              0.94%
    Janus Mercury Fund                         0.65%        0.27%              0.92%
    Janus Special Situations Fund              0.65%        0.31%              0.96%
    Janus Strategic Value Fund                 0.65%        0.60%(2)           1.25%
    Janus Growth and Income Fund               0.65%        0.26%              0.91%
    Janus Balanced Fund                        0.65%        0.25%              0.90%
    Janus Equity Income Fund                   0.65%        0.31%              0.96%
</TABLE>

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

   (1) "Management Fee" information has been restated to reflect a new fee
       schedule effective January 31, 2000.
   (2) "Other Expenses" are based on the estimated expenses that the Fund
       expects to incur in its initial fiscal year.
--------------------------------------------------------------------------------

   EXAMPLE:
   This example is intended to help you compare the cost of investing in
   the Funds with the cost of investing in other mutual funds. The example
   assumes that you invest $10,000 in each of the Funds 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 Funds' 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 Fund                                $ 87       $271       $471       $1,049
    Janus Enterprise Fund                     $ 96       $300       $520       $1,155
    Janus Mercury Fund                        $ 94       $293       $509       $1,131
    Janus Special Situations Fund             $ 98       $306       $531       $1,178
    Janus Strategic Value Fund                $127       $397        N/A          N/A
    Janus Growth and Income Fund              $ 93       $290       $504       $1,120
    Janus Balanced Fund                       $ 92       $287       $498       $1,108
    Janus Equity Income Fund                  $ 98       $306       $531       $1,178
</TABLE>

 12 Janus Equity Funds prospectus
<PAGE>

INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENTS
STRATEGIES AND RISKS
--------------------------------------------------------------------------------

EQUITY FUNDS

               This section takes a closer look at the investment objectives of
               each of the Equity Funds, their principal investment strategies
               and certain risks of investing in the Equity Funds. 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 23-27 for a discussion of risks associated with certain
               investment techniques. We've also included a Glossary with
               descriptions of investment terms used throughout this Prospectus.

INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT STRATEGIES

JANUS EQUITY FUNDS

               JANUS FUND
               Janus Fund seeks long-term growth of capital in a manner
               consistent with the preservation of capital. It pursues its
               objective by investing primarily in common stocks selected for
               their growth potential. Although the Fund can invest in companies
               of any size, it generally invests in larger, more established
               companies.

               JANUS ENTERPRISE FUND
               Janus Enterprise Fund seeks long-term growth of capital. It
               pursues its objective by investing primarily in common stocks
               selected for their growth potential, and normally invests at
               least 50% of its equity assets in medium-sized companies. Medium-
               sized companies are those whose market capitalization falls
               within the range of companies in the S&P MidCap 400 Index. Market
               capitalization is a commonly used measure of the size and value
               of a company. The market capitalizations within the Index will
               vary, but as of December 31, 1999, they ranged from approximately
               $170 million to $37 billion.

                                               Janus Equity Funds prospectus  13
<PAGE>

               JANUS MERCURY FUND
               Janus Mercury Fund seeks long-term growth of capital. It pursues
               its objective by investing primarily in common stocks selected
               for their growth potential. The Fund may invest in companies of
               any size, from larger, well-established companies to smaller,
               emerging growth companies.

               JANUS SPECIAL SITUATIONS FUND
               Janus Special Situations Fund seeks capital appreciation. It
               pursues its objective by investing primarily in common stocks
               selected for their capital appreciation potential. The Fund
               emphasizes stocks of "special situation" companies that the
               portfolio manager believes have been overlooked or undervalued by
               other investors. A "special situation" arises when, in the
               portfolio manager's opinion, securities of a particular company
               will appreciate in value due to a specific development. The
               portfolio manager pays particular attention to companies that he
               thinks may have high free cash flows.

               JANUS STRATEGIC VALUE FUND
               Janus Strategic Value Fund seeks long-term growth of capital. It
               pursues its objective by investing primarily in common stocks
               with the potential for long-term growth of capital using a
               "value" approach. The "value" approach the portfolio manager uses
               emphasizes investments in companies he believes are undervalued
               relative to their intrinsic worth.

               The portfolio manager measures value as a function of
               price/earnings (P/E) ratios and price/free cash flow. A P/E ratio
               is the relationship between the price of a stock and its earnings
               per share. This figure is determined by dividing a stock's market
               price by the company's earnings per share amount. Price/free cash
               flow is the relationship between the price of a stock and its
               available cash from operations minus capital expenditures.

               The portfolio manager will typically seek attractively valued
               companies that are improving their free cash flow and improving
               their returns on invested capital. These companies may also

 14 Janus Equity Funds prospectus
<PAGE>

               include special situations companies that are experiencing
               management changes and/or are temporarily out of favor.

               JANUS GROWTH AND INCOME FUND
               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.

               JANUS BALANCED FUND
               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. This Fund normally invests at least 25% of its
               assets in fixed-income securities.

               JANUS EQUITY INCOME FUND
               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 including common and preferred stocks, warrants
               and securities that are convertible to common or preferred
               stocks.

                                               Janus Equity Funds prospectus  15
<PAGE>

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

1. HOW ARE COMMON STOCKS SELECTED?

               Each of the Funds may invest substantially all of its assets in
               common stocks if its portfolio manager believes that common
               stocks will appreciate in value. The portfolio managers generally
               take a "bottom up" approach to selecting companies. In other
               words, they seek to identify individual companies with earnings
               growth potential that may not be recognized by the market at
               large. They make this assessment by looking at companies one at a
               time, regardless of size, country of organization, place of
               principal business activity, or other similar selection criteria.
               Except for the Janus Growth and Income Fund, Janus Balanced Fund
               and Janus Equity Income Fund, realization of income is not a
               significant consideration when choosing investments for the
               Funds. Income realized on the Funds' investments may be
               incidental to their objectives. In the case of Janus Growth and
               Income Fund, Janus Balanced Fund and Janus Equity Income Fund, a
               portfolio manager may consider dividend-paying characteristics to
               a greater degree in selecting common stock.

2. ARE THE SAME CRITERIA USED TO SELECT FOREIGN SECURITIES?

               Generally, yes. The portfolio managers seek companies that meet
               their selection criteria, regardless of where a company is
               located. Foreign securities are generally selected on a
               stock-by-stock basis without regard to any defined allocation
               among countries or geographic regions. However, certain factors
               such as expected levels of inflation, government policies
               influencing business conditions, the outlook for currency
               relationships, and prospects for economic growth among countries,
               regions or geographic areas may warrant greater consideration in
               selecting foreign securities. There are no limitations on the
               countries in which the Funds may invest and the Funds may at
               times have significant foreign exposure.

 16 Janus Equity Funds prospectus
<PAGE>

3. WHAT IS A "SPECIAL SITUATION"?

               Each Fund may invest in special situations. A special situation
               arises when a portfolio manager believes that the securities of
               an issuer will be recognized and appreciate in value due to a
               specific development with respect to that issuer. Special
               situations may include significant changes in a company's
               allocation of its existing capital, a restructuring of assets, or
               a redirection of free cash flows. For example, issuers undergoing
               significant capital changes may include companies involved in
               spin-offs, sales of divisions, mergers or acquisitions, companies
               emerging from bankruptcy, or companies initiating large changes
               in their debt to equity ratio. Companies that are redirecting
               cash flows may be reducing debt, repurchasing shares or paying
               dividends. Special situations may also result from (i)
               significant changes in industry structure through regulatory
               developments or shifts in competition; (ii) a new or improved
               product, service, operation or technological advance; (iii)
               changes in senior management; or (iv) significant changes in cost
               structure. As noted previously, Janus Special Situations Fund
               emphasizes this type of strategy.

4. WHAT DOES "MARKET CAPITALIZATION" MEAN?

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

                                               Janus Equity Funds prospectus  17
<PAGE>

5. HOW DOES JANUS STRATEGIC VALUE FUND'S PORTFOLIO MANAGER DETERMINE THAT A
   COMPANY MAY BE UNDERVALUED?

               A company may be undervalued when, in the opinion of the Fund's
               portfolio manager, the company is selling for a price that is
               below its intrinsic worth. A company may be undervalued due to
               market or economic conditions, temporary earnings declines,
               unfavorable developments affecting the company or other factors.
               Such factors may provide buying opportunities at attractive
               prices compared to historical or market price-earnings ratios,
               price/free cash flow, book value, or return on equity. The
               portfolio manager believes that buying these securities at a
               price that is below its intrinsic worth may generate greater
               returns for the Fund than those obtained by paying premium prices
               for companies currently in favor in the market.

6. HOW DO JANUS GROWTH AND INCOME FUND, JANUS BALANCED FUND AND JANUS EQUITY
INCOME FUND DIFFER FROM EACH OTHER?

               Janus Growth and Income Fund places a greater emphasis on
               aggressive growth stocks and may derive a greater portion of its
               income from dividend-paying common stocks. Because of these
               factors, its NAV can be expected to fluctuate more than Janus
               Balanced Fund or Janus Equity Income Fund. Although Janus Equity
               Income Fund invests substantially all of its assets in common
               stocks, it emphasizes investments in dividend-paying common
               stocks and other equity securities characterized by relatively
               greater price stability, and thus may be expected to be less
               volatile than Janus Growth and Income Fund, as discussed in more
               detail below. Janus Balanced Fund places a greater emphasis on
               the income component of its portfolio and invests to a greater
               degree in securities selected primarily for their income
               potential. As a result it is expected to be less volatile than
               Janus Growth and Income Fund and Janus Equity Income Fund.

7. HOW DOES JANUS EQUITY INCOME FUND TRY TO LIMIT PORTFOLIO VOLATILITY?

               Janus Equity Income Fund seeks to provide a lower level of
               volatility than the stock market at large, as measured by the

 18 Janus Equity Funds prospectus
<PAGE>

               S&P 500 Index. The lower volatility sought by this Fund is
               expected to result primarily from investments in dividend-paying
               common stocks and other equity securities characterized by
               relatively greater price stability. The greater price stability
               sought by Janus Equity Income Fund may be characteristic of
               companies that generate above average 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 this Fund's securities
               and may hold securities selected solely for their growth
               potential.

8. HOW ARE ASSETS ALLOCATED BETWEEN THE GROWTH AND INCOME COMPONENTS OF JANUS
   BALANCED FUND'S AND JANUS GROWTH AND INCOME FUND'S PORTFOLIOS?

               Janus Balanced Fund and Janus Growth and Income Fund shift assets
               between the growth and income components of their portfolios
               based on the portfolio managers' analysis of relevant market,
               financial and economic conditions. If a portfolio manager
               believes that growth securities will provide better returns than
               the yields then available or expected on income-producing
               securities, that Fund will place a greater emphasis on the growth
               component.

9. WHAT TYPES OF SECURITIES MAKE UP THE GROWTH COMPONENT OF JANUS GROWTH AND
   INCOME FUND'S, JANUS BALANCED FUND'S AND JANUS EQUITY INCOME FUND'S
   PORTFOLIOS?

               The growth component of these Funds' portfolios is expected to
               consist primarily of common stocks, but may also include
               warrants, preferred stocks or convertible securities selected
               primarily for their growth potential.

10. WHAT TYPES OF SECURITIES MAKE UP THE INCOME COMPONENT OF JANUS BALANCED
    FUND'S AND JANUS GROWTH AND INCOME FUND'S PORTFOLIOS?

               The income component of Janus Balanced Fund and Janus Growth and
               Income Fund will consist of securities that a 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

                                               Janus Equity Funds prospectus  19
<PAGE>

               component of a Fund if they currently pay dividends or a
               portfolio manager believes they have the potential for either
               increasing their dividends or commencing dividends, if none are
               currently paid.

GENERAL PORTFOLIO POLICIES

               Unless otherwise stated, each of the following policies applies
               to all of the Funds. The percentage limitations included in these
               policies and elsewhere in this Prospectus apply at the time of
               purchase of the security. So, for example, if a Fund exceeds a
               limit as a result of market fluctuations or the sale of other
               securities, it will not be required to dispose of any securities.

               CASH POSITION
               When a Fund's portfolio manager believes that market conditions
               are unfavorable for profitable investing, or when he or she is
               otherwise unable to locate attractive investment opportunities,
               the Funds' cash or similar investments may increase. In other
               words, the Funds do not always stay fully invested in stocks and
               bonds. Cash or similar investments generally are a
               residual - they represent the assets that remain after a
               portfolio manager has committed available assets to desirable
               investment opportunities. However, a portfolio manager may also
               temporarily increase a Fund's cash position to protect its assets
               or maintain liquidity. Partly because the portfolio managers act
               independently of each other, the cash positions of the Funds may
               vary significantly.

               When a 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.

 20 Janus Equity Funds prospectus
<PAGE>

               OTHER TYPES OF INVESTMENTS
               The Equity Funds invest primarily in domestic and foreign equity
               securities, which may include preferred stocks, common stocks,
               warrants and securities convertible into common or preferred
               stocks. Janus Growth and Income Fund, Janus Balanced Fund and
               Janus Equity Income Fund also invest in domestic and foreign
               equity securities with varying degrees of emphasis on income. The
               Funds 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 each 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
               Each 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 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 Funds' Trustees,
               certain restricted securities may be deemed liquid, and will not
               be counted toward this 15% limit.

               FOREIGN SECURITIES
               The Funds may invest without limit in foreign equity and debt
               securities. The Funds may invest directly in foreign securities
               denominated in a foreign currency and not publicly traded in

                                               Janus Equity Funds prospectus  21
<PAGE>

               the United States. Other ways of investing in foreign securities
               include depositary receipts or shares, and passive foreign
               investment companies.

               SPECIAL SITUATIONS
               Each Fund may invest in special situations. A special situation
               arises when, in the opinion of a Fund's portfolio manager, the
               securities of a particular issuer will be recognized and
               appreciate in value due to a specific development with respect to
               that issuer. Developments creating a special situation might
               include, among others, a new product or process, a technological
               breakthrough, a management change or other extraordinary
               corporate event, or differences in market supply of and demand
               for the security. A 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 Funds generally intend to purchase securities for long-term
               investment although, to a limited extent, a 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. A Fund may also sell one security and
               simultaneously purchase the same or a comparable security to take
               advantage of short-term differentials in bond yields or
               securities prices. Changes are made in a Fund's portfolio
               whenever its portfolio manager believes such changes are
               desirable. Portfolio turnover rates are generally not a factor in
               making buy and sell decisions.

 22 Janus Equity Funds prospectus
<PAGE>

RISKS

               Because the Funds may invest substantially all of their assets in
               common stocks, the main risk is the risk that the value of the
               stocks they hold might decrease in response to the activities of
               an individual company or in response to general market and/or
               economic conditions. If this occurs, a Fund's share price may
               also decrease. A 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 Funds.

1. HOW DOES THE NONDIVERSIFIED STATUS OF JANUS ENTERPRISE FUND, JANUS SPECIAL
   SITUATIONS FUND AND JANUS STRATEGIC VALUE FUND AFFECT THEIR RISK?

               Diversification is a way to reduce risk by investing in a broad
               range of stocks or other securities. A "nondiversified" fund has
               the ability to take larger positions in a smaller number of
               issuers. Because the appreciation or depreciation of a single
               stock may have a greater impact on the NAV of a nondiversified
               fund, its share price can be expected to fluctuate more than a
               comparable diversified fund. This fluctuation, if significant,
               may affect the performance of a Fund.

2. WHAT IS "INDUSTRY RISK"?

               Industry risk is the possibility that a group of related stocks
               will decline in price due to industry-specific developments.
               Companies in the same or similar industries may share common
               characteristics and are more likely to react similarly to
               industry-specific market or economic developments. In the life
               sciences, for example, many companies are subject to government
               regulation and approval of their products and services, which may
               affect

                                               Janus Equity Funds prospectus  23
<PAGE>

               their price or availability. In addition, the products and
               services offered by these companies may quickly become obsolete
               in the face of scientific or technological developments. The
               economic outlook of such companies may fluctuate dramatically due
               to changes in regulatory or competitive environments. In
               technology-related industries, competitive pressures may have a
               significant effect on the performance of companies in which a
               fund may invest. In addition, technology and technology-related
               companies often progress at an accelerated rate, and these
               companies may be subject to short product cycles and aggressive
               pricing which may increase their volatility.

3. WHAT ARE THE RISKS ASSOCIATED WITH VALUE INVESTING?

               If the portfolio manager's perception of a company's worth is not
               realized in the time frame he expects, the overall performance of
               Janus Strategic Value Fund may suffer. In addition, if the market
               value of a company declines Janus Strategic Value Fund's
               performance could suffer. In general, the portfolio manager
               believes these risks are mitigated by investing in companies that
               are undervalued in the market in relation to earnings, dividends
               and/or assets.

4. 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 managers carefully research each potential
               investment before making an investment decision and, among other
               things consider 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 a
               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.

 24 Janus Equity Funds prospectus
<PAGE>

5. HOW COULD THE FUNDS' INVESTMENTS IN FOREIGN SECURITIES AFFECT THEIR
   PERFORMANCE?

               The Funds 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 Funds' performance may depend on
               issues other than the performance of a particular company. These
               issues include:

               - CURRENCY RISK. As long as a Fund holds a foreign security, its
                 value will be affected by the value of the local currency
                 relative to the U.S. dollar. When a Fund sells a foreign
                 denominated security, its value may be worth less in U.S.
                 dollars even if the security increases in value in its home
                 country. U.S. dollar denominated securities of foreign issuers
                 may also be affected by currency risk.

               - POLITICAL AND ECONOMIC RISK. Foreign investments may be subject
                 to heightened political and economic risks, particularly in
                 emerging markets which may have relatively unstable
                 governments, immature economic structures, national policies
                 restricting investments by foreigners, different legal systems,
                 and economies based on only a few industries. In some
                 countries, there is the risk that the government may take over
                 the assets or operations of a company or that the government
                 may impose taxes or limits on the removal of a Fund's assets
                 from that country.

               - REGULATORY RISK. There may be less government supervision of
                 foreign markets. As a result, foreign issuers may not be
                 subject to the uniform accounting, auditing and financial
                 reporting standards and practices applicable to domestic
                 issuers and there may be less publicly available information
                 about foreign issuers.

               - MARKET RISK. Foreign securities markets, particularly those of
                 emerging market countries, may be less liquid and more volatile
                 than domestic markets. Certain markets may require payment

                                               Janus Equity Funds prospectus  25
<PAGE>

                 for securities before delivery and delays may be encountered in
                 settling securities transactions. In some foreign markets,
                 there may not be protection against failure by other parties to
                 complete transactions.

               - TRANSACTION COSTS. Costs of buying, selling and holding foreign
                 securities, including brokerage, tax and custody costs, may be
                 higher than those involved in domestic transactions.

6. 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.

7. HOW DO THE FUNDS TRY TO REDUCE RISK?

               The Funds may use futures, options, swaps and other derivative
               instruments to "hedge" or protect their portfolios from adverse
               movements in securities prices and interest rates. The Funds may
               also use a variety of currency hedging techniques, including
               forward currency contracts, to manage exchange rate risk. The
               Funds believe the use of these instruments will benefit the
               Funds. However, a Fund's performance could be worse than if the
               Fund had not used such instruments if a portfolio manager's
               judgement proves incorrect. Risks associated with the use of
               derivative instruments are described in the SAI.

 26 Janus Equity Funds prospectus
<PAGE>

8. THE FUNDS MAY INVEST IN SMALLER OR NEWER COMPANIES. DOES THIS CREATE ANY
   SPECIAL RISKS?

               Particularly in the area of technology, many attractive
               investment opportunities may be smaller, start-up companies
               offering emerging products or services. Smaller or newer
               companies may suffer more significant losses as well as realize
               more substantial growth than larger or more established issuers
               because they may lack depth of management, be unable to generate
               funds necessary for growth or potential development, or be
               developing or marketing new products or services for which
               markets are not yet established and may never become established.
               In addition, such companies may be insignificant factors in their
               industries and may become subject to intense competition from
               larger or more established companies. Securities of smaller or
               newer companies may have more limited trading markets than the
               markets for securities of larger or more established issuers, and
               may be subject to wide price fluctuations. Investments in such
               companies tend to be more volatile and somewhat more speculative.

                                               Janus Equity Funds prospectus  27
<PAGE>


<PAGE>

                                  [JANUS LOGO]

                              Janus  Equity  Funds
                              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.

 30 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 Funds reserve the right to change the amount of these minimums from time
   to time or to waive them in whole or in part for certain types of accounts.

** 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 Funds 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  31
<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 Funds. 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.

 32 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 FUNDS ARE 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  33
<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.

 34 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 38. Also            for written requests on page 38.
      refer to the exchange policies             - Please see page 38 for information
      listed on page 37 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  35
<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 Funds reserve 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, for investment in one of our closed funds, or for investment
  in a fund that is not yet available for public sale, the undesignated amount
  or entire investment, as applicable, will be invested in the Janus Money
  Market Fund-Investor Shares ("Money Market Fund"). For investments without a
  specific Fund designation and for investments in closed Funds, unless you
  later direct Janus to (1) purchase shares of another Janus Fund or (2) redeem
  shares of the Money Market Fund and return the proceeds (including any
  dividends earned) to you, Janus will treat your inaction as approval of the
  purchase of the Money Market Fund. If you hold shares of a closed Fund and
  submit an order for a new account in that closed Fund, the order must clearly
  indicate that you are currently a shareholder of the closed Fund or your money
  will be invested in the Money Market Fund. If you submit an order to purchase
  shares of a Fund that is not yet available for investment (during a
  subscription period), your investment will be held in the Money Market Fund
  until the new Fund's commencement of operations. At that time, your investment
  (including any dividends) will be automatically exchanged from the Money
  Market Fund to the new Fund. All orders for purchase, exchange, or redemption
  will receive the NAV next calculated after your order is received and accepted
  by a 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.

 36 Shareholder's manual
<PAGE>

EXCHANGE POLICIES

The exchange privilege is not intended as a vehicle for short-term or excessive
trading. The Funds do 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 each 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.

- The Funds reserve the right to reject any purchase order or exchange request
  and to modify or terminate the exchange privilege at any time. For example,
  the Funds 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 a 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.

                                                        Shareholder's manual  37
<PAGE>

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 FUNDS MAY DELAY
THE PAYMENT OF YOUR REDEMPTION PROCEEDS FOR UP TO 15 DAYS FROM THE DAY OF
PURCHASE TO ALLOW THE PURCHASE TO CLEAR. Unless you provide alternate
instructions, your proceeds will be invested in Janus Money Market
Fund - Investor Shares during the 15 day hold period.

WRITTEN INSTRUCTIONS

               To redeem or exchange all or part of your shares in writing, your
               request should be sent to one of the addresses listed on page 36
               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

 38 Shareholder's manual
<PAGE>

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 FUNDS RESERVE 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
               guarantee signatures: banks, savings and loan associations, trust
               companies, credit unions, broker-dealers, and member firms of a
               national securities exchange. Call your financial institution to
               see if they have the ability to guarantee a signature. A
               signature guarantee cannot be provided by a notary public.

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

PRICING OF FUND SHARES

               All purchases, redemptions and exchanges will be processed at the
               NAV next calculated after your request is received and accepted
               by a Fund (or a Fund's agent or authorized designee). A 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

                                                        Shareholder's manual  39
<PAGE>

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

               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

 40 Shareholder's manual
<PAGE>

               other employee benefit plans (a "Processing Organization").
               Processing Organizations may charge you a fee for this service
               and may require different minimum initial and subsequent
               investments than the Funds. Processing Organizations may also
               impose other charges or restrictions different from those
               applicable to shareholders who invest in the Funds directly. A
               Processing Organization, rather than its customers, may be the
               shareholder of record of your shares. The Funds are not
               responsible for the failure of any Processing Organization to
               carry out its obligations to its customers. Certain Processing
               Organizations may receive compensation from Janus Capital or its
               affiliates and certain Processing Organizations may receive
               compensation from the Funds for shareholder recordkeeping and
               similar services.

               TAXPAYER IDENTIFICATION NUMBER

               On the application or other appropriate form, you will be asked
               to certify that your Social Security or taxpayer identification
               number is correct and that you are not subject to backup
               withholding for failing to report income to the IRS. If you are
               subject to the 31% backup withholding or you did not certify your
               taxpayer identification number, the IRS requires the Funds to
               withhold 31% of any dividends paid and redemption or exchange
               proceeds. In addition to the 31% backup withholding, you may be
               subject to a $50 fee to reimburse the Funds for any penalty that
               the IRS may impose.

               INVOLUNTARY REDEMPTIONS

               The Funds reserve the right to close an account if the
               shareholder is deemed to engage in activities which are illegal
               or otherwise believed to be detrimental to the Funds.

               TELEPHONE TRANSACTIONS

               You may initiate many transactions by telephone. The Funds and
               their agents will not be responsible for any losses resulting
               from

                                                        Shareholder's manual  41
<PAGE>

               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 Funds or their agents may, in case of emergency, temporarily
               suspend telephone transactions and other shareholder services.

               ADDRESS CHANGES

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

               REGISTRATION CHANGES

               To change the name on an account, the shares are generally
               transferred to a new account. In some cases, legal documentation
               may be required. For 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. In
               addition, the Funds will send you an immediate transaction
               confirmation statement after every non-systematic transaction.
               Janus Growth and Income Fund, Janus Balanced Fund, and Janus
               Equity Income Fund distribute

 42 Shareholder's manual
<PAGE>

               dividend information quarterly. All of the other Equity Funds
               distribute dividend information annually.

               The Funds produce financial reports, which include a list of each
               of the Fund's portfolio holdings, semiannually and update their
               prospectus annually. To reduce expenses, the Funds 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 Funds reserve the right to charge a
               fee for additional statement requests.

                                                        Shareholder's manual  43
<PAGE>

MANAGEMENT OF THE FUNDS
--------------------------------------------------------------------------------

INVESTMENT ADVISER

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

               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 Funds' investments. Janus Capital also furnishes
               certain administrative, compliance and accounting services for
               the Funds, and may be reimbursed by the Funds for its costs in
               providing those services. In addition, Janus Capital employees
               serve as officers of the Trust and Janus Capital provides office
               space for the Funds and pays the salaries, fees and expenses of
               all Fund officers and those Trustees who are affiliated with
               Janus Capital.

MANAGEMENT EXPENSES

               The Funds pay Janus Capital a management fee which is calculated
               daily and paid monthly. Each Fund's advisory agreement spells out
               the management fee and other expenses that the Funds must pay.

               Each Fund incurs expenses not assumed by Janus Capital including
               transfer agent and custodian fees and expenses, legal and
               auditing fees, printing and mailing costs of sending reports and
               other information to existing shareholders, and independent
               Trustees' fees and expenses. For the most recent fiscal year,
               each

 44 Janus Equity Funds prospectus
<PAGE>

               Fund paid Janus Capital the following management fees based upon
               each Fund's average net assets:

<TABLE>
<CAPTION>
                                                           Management Fee
                                                     (for the Fiscal Year Ended
                                                        October 31, 1999)(1)
                <S>                                  <C>
                Janus Fund                                      0.65%
                Janus Enterprise Fund                           0.69%
                Janus Mercury Fund                              0.66%
                Janus Special Situations Fund                   0.69%
                Janus Strategic Value Fund(2)                   0.65%
                Janus Growth and Income Fund                    0.66%
                Janus Balanced Fund                             0.67%
                Janus Equity Income Fund                        0.71%
</TABLE>

               (1) Effective January 31, 2000, each Fund's management fee has
                   been changed to 0.65% of average daily net assets.
               (2) Janus Strategic Value Fund had not commenced operations as of
                   October 31, 1999. The fee shown is the management fee that
                   will be effective upon the Fund's commencement of operations
                   on February 29, 2000.

                                               Janus Equity Funds prospectus  45
<PAGE>

INVESTMENT PERSONNEL

PORTFOLIO MANAGERS

DAVID J. CORKINS
--------------------------------------------------------------------------------
                   is Executive Vice President and portfolio manager of Janus
                   Growth and Income 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.

DAVID C. DECKER
--------------------------------------------------------------------------------
                   is Executive Vice President and portfolio manager of Janus
                   Special Situations Fund and Janus Strategic Value Fund,
                   both of which he has managed since inception, and an
                   assistant portfolio manager of Janus Fund. He joined Janus
                   Capital in 1992 as a research analyst and focused on
                   companies in the automotive and defense industries prior
                   to managing Janus Special Situations Fund. He obtained his
                   Master of Business Administration in Finance from the
                   Fuqua School of Business at Duke University and a Bachelor
                   of Arts in Economics and Political Science from Tufts
                   University. Mr. Decker has earned the right to use the
                   Chartered Financial Analyst designation.

 46 Janus Equity Funds prospectus
<PAGE>

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

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

KAREN L. REIDY
--------------------------------------------------------------------------------
                   is Executive Vice President and portfolio manager of Janus
                   Balanced 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. Ms.
                   Reidy has earned the right to use the Chartered Financial
                   Analyst designation.

                                               Janus Equity Funds prospectus  47
<PAGE>

BLAINE P. ROLLINS
--------------------------------------------------------------------------------
                   is Executive Vice President and portfolio manager of Janus
                   Fund. Mr. Rollins served as Executive Vice President and
                   portfolio manager of Janus Balanced Fund from January 1996
                   through December 1999, Executive Vice President and
                   portfolio manager of Janus Equity Income Fund from June
                   1996 through December 1999 and an assistant portfolio
                   manager of Janus Fund from January 1994 through December
                   1999. Mr. Rollins joined Janus Capital in 1990 and gained
                   experience as a fixed-income trader and equity research
                   analyst prior to managing Janus Balanced Fund. He holds a
                   Bachelor of Science in Finance from the University of
                   Colorado and has earned the right to use the Chartered
                   Financial Analyst designation.

 48 Janus Equity Funds prospectus
<PAGE>

ASSISTANT PORTFOLIO MANAGERS

MATTHEW A. ANKRUM
--------------------------------------------------------------------------------
                   is an assistant portfolio manager of Janus Enterprise
                   Fund. Mr. Ankrum joined Janus Capital as an intern in June
                   1996, and became an equity research analyst in August
                   1997. Prior to joining Janus, Mr. Ankrum worked as a
                   corporate finance analyst at William Blair and Company
                   from 1993-1995. He was also a fixed-income research
                   analyst at Conseco Capital Management. Mr. Ankrum has an
                   undergraduate degree in Business Administration from the
                   University of Wisconsin and a Master of Business
                   Administration from the University of Chicago. Mr. Ankrum
                   has earned the right to use the Chartered Financial
                   Analyst designation.

MIKE DUGAS
--------------------------------------------------------------------------------
                   is an assistant portfolio manager of Janus Mercury Fund.
                   Prior to joining Janus in 1993, Mr. Dugas was an Audit
                   Senior with Price Waterhouse for three years. Mr. Dugas
                   has an undergraduate degree in Spanish from Louisiana
                   State University and a Master's degree in professional
                   accounting from the University of Texas.

RON SACHS
--------------------------------------------------------------------------------
                   is an assistant portfolio manager of Janus Enterprise
                   Fund. Mr. Sachs joined Janus Capital in 1996 as a research
                   analyst. Prior to coming to Janus, he worked as a
                   consultant for Bain & Company and as an attorney for
                   Wilkie, Farr & Gallagher. Mr. Sachs graduated from
                   Princeton cum laude with an undergraduate degree in
                   Economics. He obtained his law degree from the University
                   of Michigan. Mr. Sachs has earned the right to use the
                   Chartered Financial Analyst designation.

                                               Janus Equity Funds prospectus  49
<PAGE>

JOHN H. SCHREIBER
--------------------------------------------------------------------------------
                   is an assistant portfolio manager of Janus Fund. Mr.
                   Schreiber joined Janus Capital in 1997 as an equity
                   research analyst. Prior to joining Janus Capital, he was
                   an equity analyst with Fidelity Investments. Mr. Schreiber
                   holds a Bachelor of Science degree in Mechanical
                   Engineering from the University of Washington and a Master
                   of Business Administration from Harvard University. Mr.
                   Schreiber has earned the right to use the Chartered
                   Financial Analyst designation.

 50 Janus Equity Funds prospectus
<PAGE>

OTHER INFORMATION
--------------------------------------------------------------------------------

               SIZE OF FUNDS

               Although there is no present intention to do so, the Funds may
               discontinue sales of their shares if management and the Trustees
               believe that continued sales may adversely affect a Fund's
               ability to achieve its investment objective. If sales of a Fund
               are discontinued, it is expected that existing shareholders of
               that Fund would be permitted to continue to purchase shares and
               to reinvest any dividends or capital gains distributions, absent
               highly unusual circumstances.

               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 Funds
               invest 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 Funds' or
               Janus Capital's operations.

                                               Janus Equity Funds prospectus  51
<PAGE>

               DISTRIBUTION OF FUNDS

               The Funds are 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.

 52 Janus Equity Funds prospectus
<PAGE>

DISTRIBUTIONS AND TAXES
--------------------------------------------------------------------------------

DISTRIBUTIONS

               To avoid taxation of the Funds, the Internal Revenue Code
               requires each Fund to distribute net income and any net capital
               gains realized on its investments annually. A 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.

DISTRIBUTION SCHEDULE

<TABLE>
<CAPTION>
                                              Dividends            Capital Gains
                 Janus Growth and Income      Normally declared    Normally declared
                 Fund, Janus Balanced Fund    and paid in March,   and paid in
                 and Janus Equity Income      June, September and  December
                 Fund                         December
                ----------------------------------------------------------------------
                <S>                           <C>                  <C>
                All other Equity Funds        Normally declared    Normally declared
                                              and paid in          and paid in
                                              December             December
</TABLE>

               HOW DISTRIBUTIONS AFFECT A FUND'S NAV

               Distributions are paid to shareholders as of the record date of a
               distribution of a Fund, regardless of how long the shares have
               been held. Dividends and capital gains awaiting distribution are
               included in each Fund's daily NAV. The share price of a Fund
               drops by the amount of the distribution, net of any subsequent
               market fluctuations. As an example, assume that on December 31,
               Janus Fund declared a dividend in the amount of $0.25 per share.
               If Janus Fund's share price was $10.00 on December 30, the Fund's
               share price on December 31 would be $9.75, barring market
               fluctuations. Shareholders should be aware that distributions
               from a taxable mutual fund are not value-enhancing and may create
               income tax obligations.

               "BUYING A DIVIDEND"

               If you purchase shares of a Fund just before the distribution,
               you will pay the full price for the shares and receive a portion
               of the purchase price back as a taxable distribution. This is
               referred to as

                                               Janus Equity Funds prospectus  53
<PAGE>

               "buying a dividend." In the above example, if you bought shares
               on December 30, you would have paid $10.00 per share. On December
               31, the Fund would pay you $0.25 per share as a dividend and your
               shares would now be worth $9.75 per share. Unless your account is
               set up as a tax-deferred account, dividends paid to you would be
               included in your gross income for tax purposes, even though you
               may not have participated in the increase in NAV of the Fund,
               whether or not you reinvested the dividends.

DISTRIBUTION OPTIONS

               When you open an account, you must specify on your application
               how you want to receive your distributions. You may change your
               distribution option at any time by writing the Funds at one of
               the addresses on page 30 or calling 1-800-525-3713. The Funds
               offer the following options:

               1. REINVESTMENT OPTION. You may reinvest your income dividends
                  and capital gains distributions in additional shares. This
                  option is assigned automatically if no other choice is made.

               2. CASH OPTION. You may receive your income dividends and capital
                  gains distributions in cash.

               3. REINVEST AND CASH OPTION. You may receive either your income
                  dividends or capital gains distributions in cash and reinvest
                  the other in additional shares.

               4. REDIRECT OPTION. You may direct your dividends or capital
                  gains to purchase shares of another Janus fund.

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

 54 Janus Equity Funds prospectus
<PAGE>

TAXES

               As with any investment, you should consider the tax consequences
               of investing in the Funds. Any time you sell or exchange shares
               of a fund in a taxable account, it is considered a taxable event.
               Depending on the purchase price and the sale price, you may have
               a gain or loss on the transaction. Any tax liabilities generated
               by your transactions are your responsibility.

               The following discussion does not apply to tax-deferred accounts,
               nor is it a complete analysis of the federal tax implications of
               investing in the Funds. You may wish to consult your own tax
               adviser. Additionally, state or local taxes may apply to your
               investment, depending upon the laws of your state of residence.

               TAXES ON DISTRIBUTIONS

               Dividends and distributions of the Funds are subject to federal
               income tax, regardless of whether the distribution is made in
               cash or reinvested in additional shares of a Fund. Distributions
               may be taxable at different rates depending on the length of time
               a Fund holds a security. In certain states, a portion of the
               dividends and distributions (depending on the sources of a Fund's
               income) may be exempt from state and local taxes. Information
               regarding the tax status of income dividends and capital gains
               distributions will be mailed to shareholders on or before January
               31st of each year. Account tax information will also be sent to
               the IRS.

               TAXATION OF THE FUNDS

               Dividends, interest, and some capital gains received by the Funds
               on foreign securities may be subject to tax withholding or other
               foreign taxes. The Funds 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 Funds.

                                               Janus Equity Funds prospectus  55
<PAGE>

               The Funds do not expect to pay federal income or excise taxes
               because they intend to meet certain requirements of the Internal
               Revenue Code. It is important that the Funds meet these
               requirements so that any earnings on your investment will not be
               taxed twice.

 56 Janus Equity Funds prospectus
<PAGE>

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

               The financial highlights tables are intended to help you
               understand the Funds' financial performance for the past 5 years
               through October 31st of each fiscal year shown (or for Funds with
               a performance history shorter than 5 years, 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 tables
               represent the rate that an investor would have earned (or lost)
               on an investment in each of the Funds (assuming reinvestment of
               all dividends and distributions). This information has been
               audited by PricewaterhouseCoopers LLP, whose report, along with
               the Funds' financial statements, are included in the Annual
               Reports, which are available upon request and incorporated by
               reference into the SAI.

               FINANCIAL HIGHLIGHTS ARE NOT PRESENTED FOR JANUS STRATEGIC VALUE
               FUND BECAUSE THE FUND HAD NOT COMMENCED OPERATIONS AS OF OCTOBER
               31, 1999.

                                               Janus Equity Funds prospectus  57
<PAGE>

<TABLE>
<CAPTION>
JANUS FUND
---------------------------------------------------------------------------------------------------
                                                           Periods ending October 31st
                                                 1999       1998       1997       1996       1995
<S>                                            <C>        <C>        <C>        <C>        <C>
  1. NET ASSET VALUE, BEGINNING OF PERIOD       $27.97     $29.36     $26.65     $23.37     $19.62
     INCOME FROM INVESTMENT OPERATIONS:
  2. Net investment income                          --      (.02)       0.15       0.31       0.16
  3. Net gains or (losses) on securities
     (both realized and unrealized)              15.63       3.70       5.69       4.23       3.99
  4. Total from investment operations            15.63       3.68       5.84       4.54       4.15
     LESS DISTRIBUTIONS:
  5. Dividends (from net investment income)         --     (0.23)     (0.21)     (0.13)     (0.01)
  6. Dividends (in excess of net investment
     income)                                        --         --         --         --         --
  7. Distributions (from capital gains)         (0.82)     (4.84)     (2.92)     (1.13)     (0.39)
  8. Total distributions                        (0.82)     (5.07)     (3.13)     (1.26)     (0.40)
  9. NET ASSET VALUE, END OF PERIOD             $42.78     $27.97     $29.36     $26.65     $23.37
 10. Total return                               56.75%     15.12%     24.18%     20.31%     21.62%
 11. Net assets, end of period (in millions)   $35,835    $20,721    $19,029    $15,313    $11,963
 12. Average net assets for the period (in
     millions)                                 $28,993    $20,777    $17,515    $13,753    $10,560
 13. Ratio of gross expenses to average net
     assets                                      0.85%      0.87%      0.87%      0.86%      0.87%
 14. Ratio of net expenses to average net
     assets                                      0.84%      0.86%      0.86%      0.85%      0.86%
 15. Ratio of net investment income/(loss) to
     average net assets                        (0.14%)         --      0.85%      0.91%      1.25%
 16. Portfolio turnover rate                       63%        70%       132%       104%       118%
---------------------------------------------------------------------------------------------------
</TABLE>

 58 Janus Equity Funds prospectus
<PAGE>

<TABLE>
<CAPTION>
JANUS ENTERPRISE FUND
-------------------------------------------------------------------------------------------
                                                       Periods ending October 31st
                                                 1999     1998     1997     1996     1995
<S>                                            <C>      <C>      <C>      <C>      <C>
  1. NET ASSET VALUE, BEGINNING OF PERIOD       $32.33   $30.86   $31.19   $27.14   $24.43
     INCOME FROM INVESTMENT OPERATIONS:
  2. Net investment income                          --       --       --       --     0.52
  3. Net gains or (losses) on securities (both
     realized and unrealized)                    30.61     3.43     0.95     5.85     3.09
  4. Total from investment operations            30.61     3.43     0.95     5.85     3.61
     LESS DISTRIBUTIONS:
  5. Dividends (from net investment income)         --       --       --       --   (0.52)
  6. Dividends (in excess of net investment
     income)                                        --       --       --       --       --
  7. Distributions (from capital gains)         (4.30)   (1.96)   (1.28)   (1.80)   (0.38)
  8. Total distributions                        (4.30)   (1.96)   (1.28)   (1.80)   (0.90)
  9. NET ASSET VALUE, END OF PERIOD             $58.64   $32.33   $30.86   $31.19   $27.14
 10. Total return                              104.09%   11.79%    3.31%   22.43%   15.46%
 11. Net assets, end of period (in millions)    $2,330     $559     $552     $732     $459
 12. Average net assets for the period (in
     millions)                                  $1,127     $551     $614     $596     $408
 13. Ratio of gross expenses to average net
     assets                                      0.98%    1.08%    1.07%    1.14%    1.26%
 14. Ratio of net expenses to average net
     assets                                      0.95%    1.06%    1.04%    1.12%    1.23%
 15. Ratio of net investment income/(loss) to
     average net assets                        (0.67%)  (0.67%)  (0.61%)  (0.78%)    0.02%
 16. Portfolio turnover rate                       98%     134%     111%      93%     194%
-------------------------------------------------------------------------------------------
</TABLE>

                                               Janus Equity Funds prospectus  59
<PAGE>

<TABLE>
<CAPTION>
JANUS MERCURY FUND
-------------------------------------------------------------------------------------------
                                                       Periods ending October 31st
                                                 1999     1998     1997     1996     1995
<S>                                            <C>      <C>      <C>      <C>      <C>
  1. NET ASSET VALUE, BEGINNING OF PERIOD       $20.77   $18.65   $18.20   $17.38   $14.12
     INCOME FROM INVESTMENT OPERATIONS:
  2. Net investment income                          --   (0.01)   (0.01)     0.14     0.16
  3. Net gains or (losses) on securities (both
     realized and unrealized)                    16.89     4.07     2.82     2.74     3.37
  4. Total from investment operations            16.89     4.06     2.81     2.88     3.53
     LESS DISTRIBUTIONS:
  5. Dividends (from net investment income)         --       --   (0.08)       --   (0.16)
  6. Dividends (in excess of net investment
     income)                                        --   (0.04)       --       --       --
  7. Distributions (from capital gains)         (2.01)   (1.90)   (2.28)   (2.06)   (0.11)
  8. Total distributions                        (2.01)   (1.94)   (2.36)   (2.06)   (0.27)
  9. NET ASSET VALUE, END OF PERIOD             $35.65   $20.77   $18.65   $18.20   $17.38
 10. Total return                               86.02%   24.75%   17.07%   18.18%   25.53%
 11. Net assets, end of period (in millions)    $9,060   $2,368   $1,971   $2,002   $1,521
 12. Average net assets for the period (in
     millions)                                  $5,258   $2,103   $2,046   $1,839   $1,116
 13. Ratio of gross expenses to average net
     assets                                      0.93%    0.97%    0.98%    1.02%    1.14%
 14. Ratio of net expenses to average net
     assets                                      0.91%    0.94%    0.96%    1.00%    1.12%
 15. Ratio of net investment income/(loss) to
     average net assets                        (0.39%)  (0.33%)    0.21%    0.45%    0.50%
 16. Portfolio turnover rate                       89%     105%     157%     177%     201%
-------------------------------------------------------------------------------------------
</TABLE>

 60 Janus Equity Funds prospectus
<PAGE>

<TABLE>
<CAPTION>
JANUS SPECIAL SITUATIONS FUND
----------------------------------------------------------------------------------------
                                                          Periods ending October 31st
                                                          1999        1998      1997(1)
<S>                                                     <C>         <C>         <C>
  1. NET ASSET VALUE, BEGINNING OF PERIOD                $14.57      $14.08      $10.00
     INCOME FROM INVESTMENT OPERATIONS:
  2. Net investment income                                   --          --          --
  3. Net gains or (losses) on securities (both
     realized and unrealized)                              8.22        1.15        4.08
  4. Total from investment operations                      8.22        1.15        4.08
     LESS DISTRIBUTIONS:
  5. Dividends (from net investment income)                  --          --          --
  6. Dividends (in excess of net investment income)          --          --          --
  7. Distributions (from capital gains)                  (0.04)      (0.66)          --
  8. Total distributions                                 (0.04)      (0.66)          --
  9. NET ASSET VALUE, END OF PERIOD                      $22.75      $14.57      $14.08
 10. Total return*                                       56.54%       8.49%      40.80%
 11. Net assets, end of period (in millions)             $1,197        $786        $334
 12. Average net assets for the period (in millions)     $1,001        $716        $168
 13. Ratio of gross expenses to average net assets**      1.00%       1.08%       1.20%
 14. Ratio of net expenses to average net assets**        0.98%       1.05%       1.18%
 15. Ratio of net investment income/(loss) to
     average net assets**                               (0.76%)     (0.49%)     (0.08%)
 16. Portfolio turnover rate**                             104%        117%        146%
----------------------------------------------------------------------------------------
</TABLE>

(1) Fiscal period from December 31, 1996 (inception) to October 31, 1997.
 * Total return is not annualized for periods of less than one full year.
** Annualized for periods of less than one full year.

                                               Janus Equity Funds prospectus  61
<PAGE>

<TABLE>
<CAPTION>
JANUS GROWTH AND INCOME FUND
------------------------------------------------------------------------------------------
                                                     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>

 62 Janus Equity Funds prospectus
<PAGE>

<TABLE>
<CAPTION>
JANUS BALANCED FUND
------------------------------------------------------------------------------------------
                                                     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>

                                               Janus Equity Funds prospectus  63
<PAGE>

<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.

 64 Janus Equity Funds 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 Funds may
               invest. The Funds may invest in these instruments to the extent
               permitted by their investment objectives and policies. The Funds
               are not limited by this discussion and may invest in any other
               types of instruments not precluded by the policies discussed
               elsewhere in this Prospectus. Please refer to the SAI for a more
               detailed discussion of certain instruments.

I. EQUITY AND DEBT SECURITIES

               BONDS are debt securities issued by a company, municipality,
               government or government agency. The issuer of a bond is required
               to pay the holder the amount of the loan (or par value 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
               Funds may purchase commercial paper issued in private placements
               under Section 4(2) of the Securities Act of 1933.

               COMMON STOCKS are equity securities representing shares of
               ownership in a company and usually carry voting rights and earns
               dividends. Unlike preferred stock, dividends on common stock are
               not fixed but are declared at the discretion of the issuer's
               board of directors.

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

               DEBT SECURITIES are 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 on 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 Funds prospectus  65
<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, a portfolio manager may have to reinvest the
               proceeds from the securities at a lower rate. Potential market
               gains on a security subject to prepayment risk may be more
               limited than potential market gains on a comparable security that
               is not subject to prepayment risk.

               PASSIVE FOREIGN INVESTMENT COMPANIES (PFICS) are any foreign
               corporations which generate certain amounts of passive income or
               hold certain amounts of assets for the production of passive
               income. Passive income includes dividends, interest, royalties,
               rents and annuities. To avoid taxes and interest that the Funds
               must pay if these investments are profitable, the Funds may make

 66 Janus Equity Funds prospectus
<PAGE>

               various elections permitted by the tax laws. These elections
               could require that the Funds recognize taxable income, which in
               turn must be distributed, before the securities are sold and
               before cash is received to pay the distributions.

               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 a
               Fund and a simultaneous agreement by the seller (generally a bank
               or dealer) to repurchase the security from the Fund at a
               specified date or upon demand. This technique offers a method of
               earning income on idle cash. These securities involve the risk
               that the seller will fail to repurchase the security, as agreed.
               In that case, a Fund will bear the risk of market value
               fluctuations until the security can be sold and may encounter
               delays and incur costs in liquidating the security.

               REVERSE REPURCHASE AGREEMENTS involve the sale of a security by a
               Fund to another party (generally a bank or dealer) in return for
               cash and an agreement by the Fund to buy the security back at a
               specified price and time. This technique will be used primarily
               to provide cash to satisfy unusually high redemption requests, or
               for other temporary or emergency purposes.

               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 Funds prospectus  67
<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 stock or
               bonds, that give the holder the right to buy a proportionate
               amount of common stock at a specified price, usually at a price
               that is higher than the market price at the time of issuance of
               the warrant. The right may last for a period of years or
               indefinitely.

               WHEN-ISSUED, DELAYED DELIVERY AND FORWARD TRANSACTIONS generally
               involve the purchase of a security with payment and delivery at
               some time in the future - i.e., beyond normal settlement. The
               Funds do not earn interest on such securities until settlement
               and bear the risk of market value fluctuations in between the
               purchase and settlement dates. New issues of stocks and bonds,
               private placements and U.S. government securities may be sold in
               this manner.

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
               Funds may enter into forward currency contracts to hedge against
               declines in the value of securities denominated in, or whose
               value is tied to, a currency other than the U.S. dollar or to
               reduce the impact of currency appreciation on purchases of such
               securities. They may also enter into forward contracts to
               purchase or sell securities or other financial indices.

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

 68 Janus Equity Funds prospectus
<PAGE>

               or sell a futures contract at a specified price on or before a
               specified date. Futures contracts and options on futures are
               standardized and traded on designated exchanges.

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

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

                                               Janus Equity Funds prospectus  69
<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 Funds' Annual Reports, you will
        find a discussion of the market conditions and investment
        strategies that significantly affected the Funds' performance
        during their last fiscal year. Other information is also
        available from financial intermediaries that sell shares of the
        Funds.

        The Statement of Additional Information provides detailed
        information about the Funds and is incorporated into this
        Prospectus by reference. You may review and copy information
        about the Funds (including the Funds' Statement of Additional
        Information) at the Public Reference Room of the SEC or get text
        only copies, after paying a duplicating fee, by sending an
        electronic request by e-mail to [email protected] or by writing
        to or calling the Public Reference Room, Washington, D.C.
        20549-0102 (1-202-942-8090). You may also obtain reports and
        other information about the Funds from the Electronic Data
        Gathering Analysis and Retrieval (EDGAR) Database on 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



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission