JANUS INVESTMENT FUND
497, 2000-12-01
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                                  [JANUS LOGO]


                                  JANUS FUND 2

                                   PROSPECTUS

                                                   DECEMBER 1, 2000

             The Securities and Exchange Commission has not
             approved or disapproved of these securities or passed
             on the accuracy or adequacy of this Prospectus. Any
             representation to the contrary is a criminal offense.

<PAGE>

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

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

<TABLE>
                <S>                                               <C>
                RISK/RETURN SUMMARY
                   Janus Fund 2.................................    2
                   Fees and expenses............................    4
                INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT
                STRATEGIES AND RISKS
                   Investment objective and principal investment
                   strategies...................................    5
                   General portfolio policies...................    6
                   Risks........................................    9
                SHAREHOLDER'S MANUAL
                   Minimum investments..........................   15
                   Types of account ownership...................   15
                   To purchase shares...........................   18
                   To exchange shares...........................   19
                   To redeem shares.............................   19
                   Shareholder services and account policies....   24
                MANAGEMENT OF THE FUND
                   Investment adviser...........................   28
                   Portfolio manager............................   29
                OTHER INFORMATION............... ...............   30
                DISTRIBUTIONS AND TAXES
                   Distributions................................   31
                   Taxes........................................   32
                GLOSSARY
                   Glossary of investment terms.................   34
</TABLE>

                                                      Janus Fund 2 prospectus  1
<PAGE>

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

JANUS FUND 2

1. WHAT IS THE INVESTMENT OBJECTIVE OF JANUS FUND 2?

               The Fund seeks long-term growth of capital in a manner consistent
               with the preservation of capital.

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

2. WHAT ARE THE MAIN INVESTMENT STRATEGIES OF JANUS FUND 2?

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

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

               The portfolio manager applies a "bottom up" approach in choosing
               investments. In other words, he looks for companies with earnings
               growth potential one at a time. If the portfolio manager is
               unable to find such investments, a significant portion of the
               Fund's assets may be in cash or similar investments.

3. WHAT ARE THE MAIN RISKS OF INVESTING IN JANUS FUND 2?

               The biggest risk of investing in this Fund is that its returns
               may vary and you could lose money. If you are considering
               investing in the Fund, remember that it is designed for long-term
               investors who can accept the risks of investing in a portfolio
               with significant common stock holdings. Common stocks tend to be
               more volatile than other investment choices.

               The value of the Fund's portfolio may decrease if the value of an
               individual company in the portfolio decreases. The value of the

 2 Janus Fund 2 prospectus
<PAGE>

               Fund's portfolio could also decrease if the stock market goes
               down. If the value of the Fund's portfolio decreases, the Fund's
               net asset value (NAV) will also decrease which means if you sell
               your shares in the Fund you may get back less money.

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

               Since the Fund will commence operations December 29, 2000, there
               is no performance available as of the date of this Prospectus.

                                                      Janus Fund 2 prospectus  3
<PAGE>

FEES AND EXPENSES

               SHAREHOLDER FEES, such as sales loads, redemption fees or
               exchange fees, are charged directly to an investor's account. All
               Janus funds are no-load investments, so you will not pay any
               shareholder fees when you buy or sell shares of the Fund.

               ANNUAL FUND OPERATING EXPENSES are paid out of the Fund's assets
               and include fees for portfolio management, maintenance of
               shareholder accounts, shareholder servicing, accounting and other
               services. You do not pay these fees directly but, as the example
               below shows, these costs are borne indirectly by all
               shareholders.

               This table describes the fees and expenses that you may pay if
               you buy and hold shares of the Fund.

<TABLE>
<CAPTION>
                                                                 Janus Fund 2
   <S>                                                           <C>
   Management Fee                                                   0.65%
   Other Expenses                                                   0.23%(1)
   Total Annual Fund Operating Expenses                             0.88%
</TABLE>

--------------------------------------------------------------------------------
  (1) "Other Expenses" are based on the estimated expenses the Fund expects to
      incur in its initial fiscal year.
--------------------------------------------------------------------------------

  EXAMPLE:
  This example is intended to help you compare the cost of investing in the
  Fund with the cost of investing in other mutual funds. The example
  assumes that you invest $10,000 in the Fund for the time periods
  indicated then redeem all of your shares at the end of those periods. The
  example also assumes that your investment has a 5% return each year and
  that the Fund's operating expenses remain the same. Although your actual
  costs may be higher or lower, based on these assumptions your costs would
  be:

<TABLE>
<CAPTION>
                                                                 1 Year    3 Years
                                                                 -----------------
   <S>                                                           <C>       <C>
   Janus Fund 2                                                   $90       $281
</TABLE>

 4 Janus Fund 2 prospectus
<PAGE>

INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT
STRATEGIES AND RISKS
--------------------------------------------------------------------------------

               This section takes a closer look at the investment objective of
               the Fund, its principal investment strategies and certain risks
               of investing in the Fund. Strategies and policies that are noted
               as "fundamental" cannot be changed without a shareholder vote.

               Please carefully review the "Risks" section of this Prospectus on
               pages 9-11 for a discussion of risks associated with certain
               investment techniques. We've also included a Glossary with
               descriptions of investment terms used throughout this Prospectus.

INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES

               Janus Fund 2 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. The Fund may invest in companies of any
               size, from larger, well-established companies to smaller,
               emerging growth companies.

               The Fund may invest substantially all of its assets in common
               stocks if its portfolio manager believes that common stocks will
               appreciate in value. The portfolio manager generally takes a
               "bottom up" approach to selecting companies. In other words, he
               seeks to identify individual companies with earnings growth
               potential that may not be recognized by the market at large. He
               makes this assessment by looking at companies one at a time,
               regardless of size, country of organization, place of principal
               business activity, or other similar selection criteria.
               Realization of income is not a significant consideration when
               choosing investments for the Fund. Income realized on the Fund's
               investments will be incidental to its objective.

               Foreign securities are generally selected on a stock-by-stock
               basis without regard to any defined allocation among countries or
               geographic regions. However, certain factors such as expected
               levels of inflation, government policies influencing business
               conditions, the outlook for currency relationships, and prospects
               for economic growth among countries, regions or geographic areas
               may warrant greater consideration in selecting foreign
               securities.

                                                      Janus Fund 2 prospectus  5
<PAGE>

               There are no limitations on the countries in which the Fund may
               invest and the Fund may at times have significant foreign
               exposure.

GENERAL PORTFOLIO POLICIES

               In investing its portfolio assets, the Fund will follow the
               general policies listed below. The percentage limitations
               included in these policies and elsewhere in this Prospectus apply
               only at the time of purchase of a security. So, for example, if
               the Fund exceeds a limit as a result of market fluctuations or
               the sale of securities, it will not be required to dispose of any
               securities.

               CASH POSITION
               When the Fund's portfolio manager believes that market conditions
               are unfavorable for profitable investing, or when he is otherwise
               unable to locate attractive investment opportunities, the Fund's
               cash or similar investments may increase. In other words, the
               Fund does not always stay fully invested in stocks. Cash or
               similar investments generally are a residual - they represent the
               assets that remain after the portfolio manager has committed
               available assets to desirable investment opportunities. However,
               the portfolio manager may also temporarily increase the Fund's
               cash position to protect its assets or maintain liquidity. When
               the Fund's investments in cash or similar investments increase,
               it may not participate in market advances or declines to the same
               extent that it would if the Fund remained more fully invested in
               stocks.

               OTHER TYPES OF INVESTMENTS
               The Fund invests primarily in domestic and foreign equity
               securities, which may include preferred stocks, common stocks,
               warrants and securities convertible into common or preferred
               stocks, but it may also invest to a lesser degree in other types
               of securities. These securities (which are described in the
               Glossary) may include:

               - debt securities

               - indexed/structured securities

 6 Janus Fund 2 prospectus
<PAGE>

               - high-yield/high-risk bonds (less than 35% of the Fund's assets)

               - options, futures, forwards, swaps and other types of
                 derivatives for hedging purposes or for non-hedging purposes
                 such as seeking to enhance return

               - securities purchased on a when-issued, delayed delivery or
                 forward commitment basis

               ILLIQUID INVESTMENTS
               The Fund may invest up to 15% of its net assets in illiquid
               investments. An illiquid investment is a security or other
               position that cannot be disposed of quickly in the normal course
               of business. For example, some securities are not registered
               under the U.S. securities laws and cannot be sold to the U.S.
               public because of SEC regulations (these are known as "restricted
               securities"). Under procedures adopted by the Fund's Trustees,
               certain restricted securities may be deemed liquid, and will not
               be counted toward this 15% limit.

               FOREIGN SECURITIES
               The Fund may invest without limit in foreign equity and debt
               securities. The Fund may invest directly in foreign securities
               denominated in a foreign currency and not publicly traded in the
               United States. Other ways of investing in foreign securities
               include depositary receipts or shares and passive foreign
               investment companies.

               SPECIAL SITUATIONS
               The Fund may invest in special situations. A special situation
               arises when, in the opinion of the Fund's portfolio manager, the
               securities of a particular issuer will be recognized and
               appreciate in value due to a specific development with respect to
               that issuer. Developments creating a special situation might
               include, among others, a new product or process, a technological
               breakthrough, a management change or other extraordinary
               corporate event, or differences in market supply of and demand
               for the security. The Fund's performance could suffer if the
               anticipated development in

                                                      Janus Fund 2 prospectus  7
<PAGE>

               a "special situation" investment does not occur or does not
               attract the expected attention.

               PORTFOLIO TURNOVER
               The Fund generally intends to purchase securities for long-term
               investment although, to a limited extent, the Fund may purchase
               securities in anticipation of relatively short-term price gains.
               Short-term transactions may also result from liquidity needs,
               securities having reached a price or yield objective, changes in
               interest rates or the credit standing of an issuer, or by reason
               of economic or other developments not foreseen at the time of the
               investment decision. The Fund may also sell one security and
               simultaneously purchase the same or a comparable security to take
               advantage of short-term differentials in bond yields or
               securities prices. Changes are made in the Fund's portfolio
               whenever its portfolio manager believes such changes are
               desirable. Portfolio turnover rates are generally not a factor in
               making buy and sell decisions.

               Increased portfolio turnover may result in higher costs for
               brokerage commissions, dealer mark-ups and other transaction
               costs and may also result in taxable capital gains. Higher costs
               associated with increased portfolio turnover may offset gains in
               the Fund's performance.

 8 Janus Fund 2 prospectus
<PAGE>

RISKS

               Because the Fund may invest substantially all of its assets in
               common stocks, the main risk is the risk that the value of the
               stocks it holds might decrease in response to the activities of
               an individual company or in response to general market and/or
               economic conditions. If this occurs, the Fund's share price may
               also decrease. The Fund's performance may also be affected by
               risks specific to certain types of investments, such as foreign
               securities, derivative investments, non-investment grade bonds,
               initial public offerings (IPOs) or companies with relatively
               small market capitalizations. IPOs and other investment
               techniques may have a magnified performance impact on a fund with
               a small asset base. A fund may not experience similar performance
               as its assets grow.

The following questions and answers are designed to help you better understand
some of the risks of investing in the Fund.

1. HOW COULD THE FUND'S INVESTMENTS IN FOREIGN SECURITIES AFFECT ITS
   PERFORMANCE?

               The Fund may invest without limit in foreign securities either
               indirectly (e.g., depositary receipts) or directly in foreign
               markets. Investments in foreign securities, including those of
               foreign governments, may involve greater risks than investing in
               domestic securities because the Fund's performance may depend on
               issues other than the performance of a particular company. These
               issues include:

               - currency risk

               - political and economic risk

               - regulatory risk

               - market risk

               - transaction costs

               These risks are described in the SAI.

                                                      Janus Fund 2 prospectus  9
<PAGE>

2. 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.

3. HOW DOES THE FUND TRY TO REDUCE RISK?

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

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

               Many attractive investment opportunities may be smaller, start-up
               companies offering emerging products or services. Smaller or
               newer companies may suffer more significant losses as well as
               realize more substantial growth than larger or more established
               issuers because they may lack depth of management, be unable to
               generate funds necessary for growth or potential development, or
               be developing or marketing new products or services for which
               markets are not yet established and may never become established.
               In addition, such companies may be insignificant factors in

 10 Janus Fund 2 prospectus
<PAGE>

               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 Fund 2 prospectus  11
<PAGE>

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


                                  [JANUS LOGO]

                                  Janus Fund 2
                              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.

 14 Shareholder's manual
<PAGE>

MINIMUM INVESTMENTS*

<TABLE>
<S>                      <C>
To open a new regular
account                  $2,500
To open a new
retirement account,
education account or
UGMA/UTMA                $  500
To open a new regular
account with an
Automatic Investment
Program                  $  500**
To add to any type of
an account               $  100+
</TABLE>

 * The Fund reserves the right to change the amount of these minimums from time
   to time or to waive them in whole or in part for certain types of accounts.

** An Automatic Investment Program requires a $100 minimum automatic investment
   per month until the account balance reaches $2,500.

 + The minimum subsequent investment for a retirement account or UGMA/UTMA is
   $50.

TYPES OF ACCOUNT OWNERSHIP

               If you are investing in the Fund for the first time, you will
               need to establish an account. You can establish the following
               types of accounts by completing a New Account Application.

               INDIVIDUAL OR JOINT OWNERSHIP
               Individual accounts are owned by one person. Joint accounts have
               two or more owners.

               A GIFT OR TRANSFER TO MINOR (UGMA OR UTMA)
               An UGMA/UTMA is a custodial account managed for the benefit of a
               minor. To open an UGMA or UTMA, you must include the minor's
               Social Security number on the application.

               TRUST
               An established trust can open an account. The names of each
               trustee, the name of the trust and the date of the trust
               agreement must be included on the application.

                                                        Shareholder's manual  15
<PAGE>

               BUSINESS ACCOUNTS
               Corporations and partnerships may also open an account. The
               application must be signed by an authorized officer of the
               corporation or a general partner of the partnership.

TAX-DEFERRED ACCOUNTS

               If you are eligible, you may set up one or more tax-deferred
               accounts. A tax-deferred account allows you to shelter your
               investment income and capital gains from current income taxes. A
               contribution to certain of these plans may also be tax
               deductible. Tax-deferred accounts include retirement plans
               described below and the Education IRA. Please refer to the Janus
               retirement guide for more complete information regarding the
               different types of IRAs, including the Education IRA.
               Distributions from these plans are generally subject to income
               tax and may be subject to an additional tax if withdrawn prior to
               age 59 1/2 or used for a nonqualifying purpose. Investors should
               consult their tax adviser or legal counsel before selecting a
               tax-deferred account.

               Investors Fiduciary Trust Company serves as custodian for the
               tax-deferred accounts offered by the Fund. You will be charged an
               annual account maintenance fee of $12 for each taxpayer
               identification number no matter how many tax-deferred accounts
               you have with Janus. You may pay the fee by check or have it
               automatically deducted from your account (usually in December).
               The custodian reserves the right to change the amount of this fee
               or to waive it in whole or in part for certain types of accounts.

               TRADITIONAL AND ROTH INDIVIDUAL RETIREMENT ACCOUNTS
               Both types of IRAs allow most individuals with earned income to
               contribute up to the lesser of $2,000 ($4,000 for most married
               couples) or 100% of compensation annually.

               EDUCATION IRA
               This plan allows individuals, subject to certain income
               limitations, to contribute up to $500 annually on behalf of any
               child under the age of 18.

 16 Shareholder's manual
<PAGE>

               SIMPLIFIED EMPLOYEE PENSION PLAN
               This plan allows small business owners (including sole
               proprietors) to make tax-deductible contributions for themselves
               and any eligible employee(s). A SEP requires an IRA (a SEP-IRA)
               to be set up for each SEP participant.

               PROFIT SHARING OR MONEY PURCHASE PENSION PLAN
               These plans are open to corporations, partnerships and sole
               proprietors to benefit their employees and themselves.

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

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

                                                        Shareholder's manual  17
<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.

 18 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 22. Also            for written requests on page 22.
      refer to the exchange policies             - Please see page 22 for information
      listed on page 21 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  19
<PAGE>

PAYING FOR SHARES

Please note the following when purchasing shares:

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

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

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

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


- If all or a portion of a check is received for investment without a specific
  fund designation, 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.

 20 Shareholder's manual
<PAGE>

EXCHANGE POLICIES

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

Please note the following when exchanging shares:

- Except for Systematic Exchanges, new accounts established by exchange must be
  opened with $2,500 or the total account value if the value of the account you
  are exchanging from is less than $2,500.

- Exchanges between existing accounts must meet the $100 subsequent investment
  requirement.

- You may make four exchanges out of the Fund during a calendar year (exclusive
  of Systematic Exchange). Exchanges in excess of this limit are considered
  excessive trading and may be subject to an exchange fee or may result in
  termination of the exchange privilege or the right to make future purchases of
  Fund shares.

- The Fund reserves the right to reject any purchase order or exchange request
  and to modify or terminate the exchange privilege at any time. For example,
  the Fund may reject exchanges from accounts engaged in or known to engage in
  trading in excess of the limit above (including market timing transactions) or
  whose trading has been or may be disruptive to the Fund.

- Exchanges between accounts will be accepted only if the registrations are
  identical.

- If the shares you are exchanging are held in certificate form, you must return
  the certificate to Janus prior to making any exchanges. Effective June 4,
  1999, shares are no longer available in certificate form.

- An exchange represents the sale of shares from one fund and the purchase of
  shares of another fund, which may produce a taxable gain or loss in a
  non-retirement account.

- If the balance in the account you are exchanging from falls below the
  systematic exchange amount, all remaining shares will be exchanged
  and the program will be discontinued.

                                                        Shareholder's manual  21
<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.

SHARES MAY BE REDEEMED AT ANY TIME BY TELEPHONE, IN WRITING, OR ON OUR WEB SITE.
IF THE SHARES BEING REDEEMED WERE PURCHASED BY CHECK OR AUTOMATED CLEARING
HOUSE, THE FUND CAN DELAY PAYMENT OF 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 14
               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

 22 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 FUND RESERVES THE RIGHT TO REQUIRE A SIGNATURE GUARANTEE
               UNDER OTHER CIRCUMSTANCES OR TO REJECT OR DELAY A REDEMPTION ON
               CERTAIN LEGAL GROUNDS.

               HOW TO OBTAIN A SIGNATURE GUARANTEE

               A signature guarantee assures that a signature is genuine. The
               signature guarantee protects shareholders from unauthorized
               account transfers. The following financial institutions may
               guarantee signatures: banks, savings and loan associations, trust
               companies, credit unions, broker-dealers, and member firms of a
               national securities exchange. Call your financial institution to
               see if they have the ability to guarantee a signature. A
               signature guarantee cannot be provided by a notary public.

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

PRICING OF FUND SHARES

               All purchases, redemptions and exchanges will be processed at the
               NAV next calculated after your request is received and accepted
               by the Fund (or the Fund's agent or authorized designee). The
               Fund's NAV is calculated at the close of the regular trading
               session of the NYSE (normally 4:00 p.m. New York time) each day
               that

                                                        Shareholder's manual  23
<PAGE>

               the NYSE is open. The NAV of Fund shares is not determined on
               days the NYSE is closed (generally New Year's Day, Martin Luther
               King Day, Presidents' Day, Good Friday, Memorial Day,
               Independence Day, Labor Day, Thanksgiving and Christmas). In
               order to receive a day's price, your order must be received by
               the close of the regular trading session of the NYSE. 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 15 or
               to close such accounts. This policy will apply to accounts
               participating in the Automatic Monthly Investment Program only if
               your account balance does not reach the required minimum initial
               investment or falls below such minimum and you have discontinued
               monthly investments. This policy does not apply to accounts that
               fall below the minimums solely as a result of market value
               fluctuations. It is expected that, for purposes of this policy,
               accounts will be valued in September, and the $10 fee will be
               assessed on the second Friday of September of each year. You will
               receive notice before we charge the $10 fee or close your account
               so that you may increase your account balance to the required
               minimum.

               TRANSACTIONS THROUGH PROCESSING ORGANIZATIONS

               You may purchase or sell Fund shares through a broker-dealer,
               bank or other financial institution, or an organization that

 24 Shareholder's manual
<PAGE>

               provides recordkeeping and consulting services to 401(k) plans or
               other employee benefit plans (a "Processing Organization").
               Processing Organizations may charge you a fee for this service
               and may require different minimum initial and subsequent
               investments than the Fund. Processing Organizations may also
               impose other charges or restrictions different from those
               applicable to shareholders who invest in the Fund directly. A
               Processing Organization, rather than its customers, may be the
               shareholder of record of your shares. The Fund is not responsible
               for the failure of any Processing Organization to carry out its
               obligations to its customers. Certain Processing Organizations
               may receive compensation from Janus Capital or its affiliates and
               certain Processing Organizations may receive compensation from
               the Fund for shareholder recordkeeping and similar services.

               TAXPAYER IDENTIFICATION NUMBER

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

               INVOLUNTARY REDEMPTIONS

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

               TELEPHONE TRANSACTIONS

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

                                                        Shareholder's manual  25
<PAGE>

               unauthorized transactions when procedures designed to verify the
               identity of the caller are followed.

               Occasionally, we experience high call volumes due to unusual
               market activity or other events that may make it difficult for
               you to reach an Investor Service Representative by telephone. If
               you are unable to reach a representative by telephone, please
               consider sending written instructions, stopping by a Service
               Center, calling the Janus XpressLine or visiting our Web site.

               TEMPORARY SUSPENSION OF SERVICES

               The Fund or its agents may, in case of emergency, temporarily
               suspend telephone transactions and other shareholder services.

               ADDRESS CHANGES

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

               REGISTRATION CHANGES

               To change the name on an account, the shares are generally
               transferred to a new account. In some cases, legal documentation
               may be required. For further instructions, please call an
               Investor Service Representative.

               STATEMENTS AND REPORTS

               Investors will receive quarterly confirmations of all
               transactions. Quarterly statements for all investors are
               available on our Web site. You may make an election on our Web
               site to discontinue delivery of your paper statements. Dividend
               information will be distributed annually. In addition, the Fund
               will send you an immediate transaction confirmation statement
               after every non-systematic transaction.

 26 Shareholder's manual
<PAGE>

               The Fund produces financial reports, which include a list of the
               Fund's portfolio holdings, semiannually and updates its
               prospectus annually. To reduce expenses, the Fund may choose to
               mail only one report or prospectus to your household, even if
               more than one person in the household has a Fund account. Please
               call 1-800-525-3713 if you would like to receive additional
               reports or prospectuses. The Fund reserves the right to charge a
               fee for additional statement requests.

                                                        Shareholder's manual  27
<PAGE>

MANAGEMENT OF THE FUND
--------------------------------------------------------------------------------

INVESTMENT ADVISER

               Janus Capital Corporation, 100 Fillmore Street, Denver, Colorado
               80206-4928, is the investment adviser to the Fund and is
               responsible for the day-to-day management of its investment
               portfolio and other business affairs.

               Janus Capital began serving as investment adviser to Janus Fund
               in 1970 and currently serves as investment adviser to all of the
               Janus funds, acts as sub-adviser for a number of private-label
               mutual funds and provides separate account advisory services for
               institutional accounts.

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

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

               The Fund incurs expenses not assumed by Janus Capital, including
               transfer agent and custodian fees and expenses, legal and
               auditing fees, printing and mailing costs of sending reports and
               other information to existing shareholders, and independent
               Trustees' fees and expenses. The Fund expects to pay Janus
               Capital a management fee equal to 0.65% of average daily net
               assets during its initial fiscal year.

 28 Janus Fund 2 prospectus
<PAGE>

PORTFOLIO MANAGER

JOHN H. SCHREIBER
--------------------------------------------------------------------------------

                   is Executive Vice President and portfolio manager of the
                   Fund. He is also an assistant portfolio manager of Janus
                   Fund which was closed to new investors on September 13,
                   2000. Mr. Schreiber previously served as an assistant
                   portfolio manager of Janus Equity Income Fund and Janus
                   Balanced Fund from January 1999 through December 1999. He
                   joined Janus Capital in September 1997 as an equity
                   research analyst. Prior to joining Janus Capital, he was
                   an equity analyst with Fidelity Investments from June 1995
                   through August 1997. 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. He has earned the
                   right to use the Chartered Financial Analyst designation.


                                                     Janus Fund 2 prospectus  29
<PAGE>

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

               SIZE OF THE FUND

               The Fund may discontinue sales of its shares if management and
               the Trustees believe that continued sales may adversely affect
               the Fund's ability to achieve its investment objective. If sales
               of the Fund are discontinued, it is expected that existing
               shareholders of the Fund would be permitted to continue to
               purchase shares and to reinvest any dividends or capital gains
               distributions, absent highly unusual circumstances.

               DISTRIBUTION OF THE FUND

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

 30 Janus Fund 2 prospectus
<PAGE>

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

DISTRIBUTIONS

               To avoid taxation of the Fund, the Internal Revenue Code requires
               the Fund to distribute net income and any net capital gains
               realized on its investments annually. The Fund's income from
               dividends and interest and any net realized short-term gains are
               paid to shareholders as ordinary income dividends. Net realized
               long-term gains are paid to shareholders as capital gains
               distributions. Dividends and capital gains distributions are
               normally declared and paid in December.

               HOW DISTRIBUTIONS AFFECT THE FUND'S NAV

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

               "BUYING A DIVIDEND"

               If you purchase shares of the Fund just before the distribution,
               you will pay the full price for the shares and receive a portion
               of the purchase price back as a taxable distribution. This is
               referred to as "buying a dividend." In the above example, if you
               bought shares on December 30, you would have paid $10.00 per
               share. On December 31, the Fund would pay you $0.25 per share as
               a dividend and your shares would now be worth $9.75 per share.
               Unless your account is set up as a tax-deferred account,
               dividends paid to you would be included in your gross income for
               tax purposes, even though you may not have participated in the

                                                     Janus Fund 2 prospectus  31
<PAGE>

               increase in NAV of the Fund, whether or not you reinvested the
               dividends.

DISTRIBUTION OPTIONS

               When you open an account, you must specify on your application
               how you want to receive your distributions. You may change your
               distribution option at any time by writing the Fund at one of the
               addresses on page 14 or calling 1-800-525-3713. The Fund offers
               the following options:

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

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

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

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

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

TAXES

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

               The following discussion does not apply to tax-deferred accounts,
               nor is it a complete analysis of the federal tax implications of

 32 Janus Fund 2 prospectus
<PAGE>

               investing in the Fund. You may wish to consult your own tax
               adviser. Additionally, state or local taxes may apply to your
               investment, depending upon the laws of your state of residence.

               TAXES ON DISTRIBUTIONS

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

               TAXATION OF THE FUND

               Dividends, interest, and some capital gains received by the Fund
               on foreign securities may be subject to tax withholding or other
               foreign taxes. The Fund may from year to year make the election
               permitted under section 853 of the Internal Revenue Code to pass
               through such taxes to shareholders as a foreign tax credit. If
               such an election is not made, any foreign taxes paid or accrued
               will represent an expense to the Fund.

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

                                                     Janus Fund 2 prospectus  33
<PAGE>

GLOSSARY OF INVESTMENT TERMS
--------------------------------------------------------------------------------

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

I. EQUITY AND DEBT SECURITIES

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

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

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

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

               DEBT SECURITIES are securities representing money borrowed that
               must be repaid at a later date. Such securities have specific
               maturities and usually a specific rate of interest or an original
               purchase discount.

               DEPOSITARY RECEIPTS are receipts for shares of a foreign-based
               corporation that entitle the holder to dividends and capital
               gains

 34 Janus Fund 2 prospectus
<PAGE>

               on the underlying security. Receipts include those issued by
               domestic banks (American Depositary Receipts), foreign banks
               (Global or European Depositary Receipts) and broker-dealers
               (depositary shares).

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

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

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

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

                                                     Janus Fund 2 prospectus  35
<PAGE>

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

               PREFERRED STOCKS are equity securities that generally pay
               dividends at a specified rate and have preference over common
               stock in the payment of dividends and liquidation. Preferred
               stock generally does not carry voting rights.

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

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

               U.S. GOVERNMENT SECURITIES include direct obligations of the U.S.
               government that are supported by its full faith and credit.
               Treasury bills have initial maturities of less than one year,
               Treasury notes have initial maturities of one to ten years and
               Treasury bonds may be issued with any maturity but generally have
               maturities of at least ten years. U.S. government securities also
               include indirect obligations of the U.S. government that are
               issued by federal agencies and government sponsored entities.
               Unlike Treasury securities, agency securities generally are not
               backed by the full faith and credit of the U.S. government. Some
               agency securities are supported by the right of the issuer to
               borrow from the Treasury, others are supported by the
               discretionary authority

 36 Janus Fund 2 prospectus
<PAGE>

               of the U.S. government to purchase the agency's obligations and
               others are supported only by the credit of the sponsoring agency.

               WARRANTS are securities, typically issued with preferred stocks
               or bonds, that give the holder the right to buy a proportionate
               amount of common stock at a specified price, usually at a price
               that is higher than the market price at the time of issuance of
               the warrant. The right may last for a period of years or
               indefinitely.

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

II. FUTURES, OPTIONS AND OTHER DERIVATIVES

               FORWARD CONTRACTS are contracts to purchase or sell a specified
               amount of a financial instrument for an agreed upon price at a
               specified time. Forward contracts are not currently exchange
               traded and are typically negotiated on an individual basis. The
               Fund may enter into forward currency contracts to hedge against
               declines in the value of securities denominated in, or whose
               value is tied to, a currency other than the U.S. dollar or to
               reduce the impact of currency appreciation on purchases of such
               securities. It may also enter into forward contracts to purchase
               or sell securities or other financial indices.

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

                                                     Janus Fund 2 prospectus  37
<PAGE>

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

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

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

 38 Janus Fund 2 prospectus
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                                  [JANUS LOGO]


        You can request other information, including a Statement of
        Additional Information, free of charge, by contacting Janus at
        1-800-525-3713. Other information is also available from
        financial intermediaries that sell shares of the Fund.



        The Statement of Additional Information provides detailed
        information about the Fund and is incorporated into this
        Prospectus by reference. You may review and copy information
        about the Fund (including the Fund's 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 other
        information about the Fund 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

PROJ2




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