UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ______________ )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12

JANUS ASPEN SERIES
------------------
(Exact Name of Registrant as Specified in Charter)

151 Detroit Street, Denver, Colorado 80206-4805
-----------------------------------------------
(Address of Principal Executive Offices)

303-333-3863
------------
(Registrant's Telephone No., including Area Code)

Stephanie Grauerholz-Lofton -- 151 Detroit Street, Denver, Colorado 80206-4805
------------------------------------------------------------------------------
(Name and Address of Agent for Service)

Payment of Filing Fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

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2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS
FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB
CONTROL NUMBER.
SEC 1913 (04-05)

FOR SHAREHOLDERS OF
JANUS ASPEN SERIES (THE "TRUST")
(JANUS LOGO)

[ , 2010]

Dear Shareholder:

As a shareholder of one or more Janus mutual funds, the Board of Trustees
for your Fund is requesting that you vote on one or more of the two proposals
that will be presented to shareholders at a joint Special Meeting of
Shareholders to be held on [ , 2010]. The various proposals are briefly
summarized below and in the Synopsis section that precedes the enclosed joint
proxy statement (the "Proxy Statement"). The Proxy Statement includes a detailed
discussion of each of the proposals, which you should read carefully. The Board
of Trustees recommends that you vote to approve all of the applicable proposals
presented for your consideration.

PROPOSAL 1 APPLIES TO ALL JANUS FUNDS, and asks that shareholders elect ten
Trustees to serve on the Board of Trustees. Eight of the individuals you are
being asked to consider for election currently serve on the Funds' Board of
Trustees and the remaining two nominees would become new Trustees upon election.
Because two Trustees will retire effective December 31, 2010 in accordance with
the retirement policy set by the Trustees, the Board is seeking to add two
independent Trustees to maintain the number of Trustees at eight following their
retirement. Each nominee is considered "independent," meaning that the nominee
is not affiliated with the Funds' adviser or its related entities, and if
elected would serve as an "independent Trustee."

PROPOSAL 2 SEEKS SHAREHOLDER APPROVAL TO ADD "PERFORMANCE FEES" AS PART OF
THE INVESTMENT ADVISORY FEE STRUCTURE FOR THREE FUNDS: FORTY PORTFOLIO, JANUS
PORTFOLIO AND OVERSEAS PORTFOLIO. By adding a performance fee structure, the
advisory fee paid to each Fund's adviser, Janus Capital Management LLC, would
change from a fixed-rate fee to a fee that varies based on the Fund's
performance relative to its benchmark index. The Board of Trustees has
previously approved performance-based advisory fees for a number of Janus funds,
and believes that moving to a fee schedule that moves up or down based upon a
Fund's performance better aligns the interests of the Fund's manager with those
of the shareholders of the Fund.

THE INDEPENDENT TRUSTEES OF THE FUNDS BELIEVE THAT EACH PROPOSAL IS IN THE
BEST INTEREST OF EACH FUND, AS APPLICABLE, AND ITS SHAREHOLDERS AND HAVE
RECOMMENDED THAT SHAREHOLDERS VOTE "FOR" THE PROPOSAL(S) APPLICABLE TO THEIR
FUND.

You can vote in one of four ways:

- BY MAIL with the enclosed proxy card;

- BY INTERNET through the website listed in the proxy voting instructions;

- BY TELEPHONE by calling the toll-free number listed on your proxy card
and following the recorded instructions; or

- IN PERSON at the Special Meeting of Shareholders on [ , 2010].

Your vote is important, so please read the enclosed Proxy Statement
carefully and submit your vote. If you have any questions about the proposal(s),
please call the proxy solicitor, [ ], at [1- ].

Thank you for your consideration of the proposal(s). We value you as a
shareholder and look forward to our continued relationship.

Sincerely,

/s/ William F. McCalpin

William F. McCalpin
Chairman of the Board of
Janus Aspen Series

JANUS ASPEN SERIES

151 DETROIT STREET
DENVER, COLORADO 80206

NOTICE OF A JOINT SPECIAL MEETING OF SHAREHOLDERS

Notice is hereby given that a joint Special Meeting of Shareholders of
Janus Aspen Series (the "Trust," each separate series thereof, a "Fund"), has
been called to be held at the JW Marriott Hotel, 150 Clayton Lane, Denver,
Colorado 80206, on [ , 2010] at [10:00] a.m. Mountain Time (together
with any adjournments or postponements thereof, the "Meeting"). At the Meeting,
shareholders of each Fund will be asked to vote on the proposals set forth
below, as applicable, and to transact such other business, if any, as may
properly come before the Meeting.

Proposal 1. To elect ten Trustees, each of whom is considered
"independent."

Proposal 2. To approve an amended and restated investment advisory
agreement between the Fund and Janus Capital Management LLC to
change the investment advisory fee rate from a fixed rate to a
rate that adjusts up or down based upon the Fund's performance
relative to its benchmark index for the following Funds:
a. Forty Portfolio
b. Janus Portfolio (formerly named Large Cap Growth Portfolio)
c. Overseas Portfolio (formerly named International Growth
Portfolio)

Shareholders of record of each Fund, as of the close of business on
[ , 2010] will receive notice of the Meeting and will be entitled to
vote at the Meeting.

IF YOU DO NOT EXPECT TO ATTEND THE MEETING PLEASE COMPLETE, SIGN, AND DATE
THE ENCLOSED PROXY CARD(S) AND RETURN IT IN THE ENCLOSED ADDRESSED ENVELOPE,
WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES, OR TAKE ADVANTAGE OF THE
INTERNET OR TELEPHONIC VOTING PROCEDURES DESCRIBED ON THE ENCLOSED PROXY
CARD(S). PROMPT RETURN OF THE ENCLOSED PROXY CARD(S) (OR VOTING BY INTERNET OR
TELEPHONE) WILL HELP YOUR FUND TO AVOID THE EXPENSES OF ADDITIONAL
SOLICITATIONS. IF YOU WISH TO ATTEND THE MEETING AND VOTE YOUR SHARES IN PERSON
AT THAT TIME, YOU WILL STILL BE ABLE TO DO SO.

By order of the Board of Trustees,

/s/ Robin C. Beery

Robin C. Beery
President and Chief Executive Officer of
Janus Aspen Series

[ , 2010]

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance to
you and may avoid any delay involved in validating your vote if you fail to sign
your proxy card properly.

1. INDIVIDUAL ACCOUNT: Sign your name exactly as it appears in the
registration on the proxy card.

2. JOINT ACCOUNT: Either party may sign, but the name of the party
signing should conform exactly to the name shown in the registration on the
proxy card.

3. ALL OTHER ACCOUNTS: The capacity of the individual signing the
proxy card should be indicated unless it is reflected in the form of
registration. For example:

<Table>
<Caption>
REGISTRATION VALID SIGNATURE
------------ ---------------

Corporate Account
(1) ABC Corp. ABC Corp.
(2) ABC Corp. John Doe, Treasurer
(3) ABC Corp. c/o John Doe, Treasurer John Doe
(4) ABC Corp. Profit Sharing Plan John Doe, Trustee
Trust Account
(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d Jane B. Doe
12/28/78
Custodial or Estate Account
(1) John B. Smith, Cust. f/b/o John B. John B. Smith
Smith, Jr. UGMA
(2) Estate of John B. Smith John B. Smith, Jr., Executor
</Table>

TABLE OF CONTENTS

<Table>

SYNOPSIS................................................ 1
JOINT PROXY STATEMENT................................... 5
Proposal 1 - Election of Trustees..................... 7
Introduction....................................... 7
Qualifications of Trustees.......................
General Information Regarding the Board of
Trustees...................................... 9
Committees of the Board of Trustees.............. 11
Process for Identifying and Evaluating Trustee
Nominees and Nominee Qualifications........... 12
Board Oversight of Risk Management............... 14
Share Ownership.................................. 15
Compensation of Trustees......................... 16
Officers of the Trust............................ 17
Proposal 2 - Approve an Amended and Restated
Investment Advisory Agreement Related to
Introduction of Performance Incentive Investment
Advisory Fee Structure........................... 18
Introduction..................................... 18
Board Consideration, Approval and
Recommendation................................ 19
Information Concerning the Adviser............... 22
Comparison of the Current and Amended Advisory
Agreements.................................... 23
Comparison of Current and Pro Forma Advisory Fees
During the Previous Fiscal Year............... 29
Proposal 2.a. - Forty Portfolio.................. 29
Hypothetical Example.......................... 29
Comparison of Current and Pro Forma Expenses.. 30
Shareholder Fees.............................. 31
Annual Fund Operating Expenses................ 31
Proposal 2.b. - Janus Portfolio.................. 33
Hypothetical Example.......................... 33
Comparison of Current and Pro Forma Expenses.. 34
Shareholder Fees.............................. 34
Annual Fund Operating Expenses................ 35
Proposal 2.c. - Overseas Portfolio............... 36
Hypothetical Example.......................... 36
Comparison of Current and Pro Forma Expenses.. 37
Shareholder Fees.............................. 38
Annual Fund Operating Expenses................ 38
Required Vote.................................... 39
Fund Services Providers.......................... 40
Independent Registered Public Accounting Firm.... 41
</Table>

<Table>

ADDITIONAL INFORMATION ABOUT THE MEETING................ 44
Quorum and Voting..................................... 44
Share Ownership....................................... 46
Solicitation of Proxies............................... 46
Portfolio Transactions................................ 48
Legal Matters......................................... 48
Shareholder Proposals for Subsequent Meetings......... 48
Shareholder Communications............................ 49
Reports to Shareholders and Financial Statements...... 49
Other Matters to Come Before the Meeting.............. 49
APPENDICES.............................................. 51
Appendix A - Nominating and Governance Committee
Charter............................................ A-1
Appendix B - Principal Executive Officers of the Trust
and Their Principal Occupations.................... B-1
Appendix C - Form of Proposed Amended Advisory
Agreement.......................................... C-1
Appendix D - Other Funds Managed by Janus Capital with
Similar Investment Objectives...................... D-1
Appendix E - Principal Executive Officers and
Directors of Janus Capital and Their Principal
Occupations........................................ E-1
Appendix F - Number of Outstanding Shares and Net
Assets............................................. F-1
Appendix G - 5% Beneficial Owners of Outstanding
Shares............................................. G-1
Appendix H - Legal Matters............................ H-1
</Table>

SYNOPSIS

The following synopsis is intended to provide an overview of the
information provided in the joint proxy statement (the "Proxy Statement") and to
summarize the proposals to be considered at the joint Special Meeting of
Shareholders, or at any adjournment or postponement thereof (the "Meeting").

WHAT PROPOSALS AM I BEING ASKED TO VOTE ON?

There are several proposals that are being voted on at the Meeting. Not all
of these proposals will impact your Fund. Please refer to the following table as
a reference for which proposal(s) applies to you.

<Table>
<Caption>
PROPOSALS
--------------------------------------------------------------------------------------
2.a. 2.b. 2.c.
1 (PERFORMANCE (PERFORMANCE (PERFORMANCE
(TRUSTEE BASED BASED BASED
FUND ELECTION) ADVISORY FEE) ADVISORY FEE) ADVISORY FEE)
---- --------- ------------- ------------- -------------

Balanced Portfolio X
Enterprise Portfolio X
Flexible Bond Portfolio X
Forty Portfolio X X
Global Life Sciences
Portfolio X
Global Technology Portfolio X
Growth and Income Portfolio X
Janus Portfolio X X
Overseas Portfolio X X
Research Core Portfolio X
Worldwide Portfolio X
Janus Aspen INTECH Risk-
Managed Core Portfolio X
Janus Aspen Perkins Mid Cap
Value Portfolio X
</Table>

PROPOSAL 1: ELECTION OF TRUSTEES

WHY AM I BEING ASKED TO ELECT TRUSTEES?

The Trustees oversee the management and operations of your Fund on your
behalf. Certain regulations require that a majority of the Trustees be elected
by shareholders and while the Funds are not required, and do not intend, to hold
annual shareholder meetings for the purpose of electing Trustees, under the
terms of a settlement reached between Janus Capital Management LLC ("Janus
Capital") and the Securities and Exchange Commission in August 2004, commencing
in 2005 and not less than every fifth calendar year thereafter, the Funds are
obligated to hold a meeting of shareholders to elect Trustees. The last
shareholder meeting to elect Trustees occurred in 2005. The Board of Trustees of
your Fund (the "Board) is currently comprised of eight Trustees, all of whom are
independent. Two Trustees will retire effective December 31, 2010 in accordance
with the retirement policy set by the Trustees. The Board is seeking to add two
independent Trustees to maintain the number of Trustees at eight going forward.
All eight members of the current Board and two new members will stand for
election at the

Meeting and, if approved, all ten members will serve on the Board until two of
those members retire effective December 31, 2010.

PROPOSAL 2: APPROVAL OF AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENTS
(FORTY PORTFOLIO, JANUS PORTFOLIO AND OVERSEAS PORTFOLIO ONLY)

WHY IS THE BOARD PROPOSING MOVING TO A PERFORMANCE-BASED FEE SCHEDULE FOR
CERTAIN FUNDS?

The Board believes that a fee schedule that adjusts based upon the positive
or negative performance of a Fund, relative to its benchmark index, better
aligns the interests of the portfolio manager and Janus Capital with those of
the Fund's shareholders. Currently, each Fund pays an advisory fee at a fixed
annual rate. As proposed, the rate of the investment advisory fee payable to
Janus Capital would decrease when a Fund does not perform well over a certain
time period, relative to its benchmark index, and would increase during periods
when the Fund outperforms its benchmark index. Janus Capital believes that the
proposed advisory fee structure will enable it to maintain the quality of
services it provides to each Fund and to attract and retain talented investment
personnel.

WHAT EFFECT WILL MOVING TO A PERFORMANCE-BASED FEE SCHEDULE FOR CERTAIN FUNDS
HAVE UPON THE INVESTMENT ADVISORY FEE RATE EACH FUND PAYS TO JANUS CAPITAL?

It is not possible to predict the effect of the performance adjustment on
future overall compensation paid by a Fund to Janus Capital, since any
adjustment will depend on the cumulative performance of the Fund relative to the
approved Fund benchmark index, as well as future changes to the size of the Fund
over the specified performance period. That being said, the proxy statement
contains information to help you evaluate the impact of this proposed change in
the fee structure.

ADDITIONAL INFORMATION

WHAT IS THE RECOMMENDATION OF THE BOARD OF TRUSTEES?

The Board of Trustees recommends that you vote "FOR" the proposals
applicable to your Fund.

WHAT WILL HAPPEN IF SHAREHOLDERS OF A FUND DO NOT APPROVE THE APPLICABLE
PROPOSALS TO AMEND THE INVESTMENT ADVISORY AGREEMENT FOR THEIR FUND TO IMPLEMENT
PERFORMANCE FEES? (FORTY PORTFOLIO, JANUS PORTFOLIO, AND OVERSEAS PORTFOLIO
ONLY)

If shareholders of a Fund do not approve the proposal applicable to their
Fund, the current investment advisory agreement will remain in effect with
respect to that Fund. Janus Capital will continue to manage the Fund and receive
compensation for its services at a flat fixed-rate fee. The Board of Trustees
will take such action as it deems to be in the best interest of each Fund,
including potentially soliciting additional proxies.

WHO IS ELIGIBLE TO VOTE?

Shareholders who owned shares of a Fund at the close of business on
[ , 2010] (the "Record Date") will be entitled to be present and vote
at the Meeting. Those shareholders are entitled to one vote for each whole
dollar (and a proportionate fractional vote for each fractional dollar) of net
asset value owned on all matters presented at the Meeting regarding their
respective Fund.

HOW DO I VOTE MY SHARES?

You can vote in any one of four ways:

- BY MAIL, by sending the enclosed proxy card(s) (signed and dated) in the
enclosed envelope;
- BY INTERNET, by going to the website listed on your proxy card;
- BY TELEPHONE, using the toll-free number listed on your proxy card; or
- IN PERSON, by attending the Meeting on [ , 2010] (or any
adjournment or postponement thereof).

Whichever method you choose, please take the time to read the full text of
the Proxy Statement before you vote.

It is important that shareholders respond to ensure that there is a quorum
for the Meeting. If we do not receive your response within a few weeks, you may
be contacted by [ ], the proxy solicitor engaged by Janus Capital, who
will remind you to vote your shares and help you return your proxy. If we do not
receive sufficient votes to approve a proposal by the date of the Meeting, we
may adjourn the Meeting, with respect to that proposal, to a later date so that
we can continue to seek additional votes. Submitting your vote promptly will
help to save costs associated with additional solicitations.

IF I SEND MY VOTE IN NOW AS REQUESTED, CAN I CHANGE IT LATER?

Yes. You may revoke your proxy vote at any time before it is voted at the
Meeting by: (i) delivering a written revocation to the Secretary of the Funds at
151 Detroit Street, Denver, Colorado 80206; (ii) submitting a subsequently
executed proxy vote; or (iii) attending the Meeting and voting in person. Even
if you plan to attend the Meeting, we ask that you return your proxy. This will
help us ensure that an adequate number of shares are present at the Meeting for
consideration of the proposal.

WHAT IS THE REQUIRED VOTE TO APPROVE EACH PROPOSAL?

Election of the Trustees will be determined by the affirmative vote of a
plurality (the greatest number of affirmative votes) of the shares of all Funds
of the Trust voting in person or by proxy at the Meeting.

Approval of each remaining proposal (Proposals 2.a., 2.b., and 2.c.) will
require the affirmative vote of a "majority of the outstanding voting
securities" of the Fund (voting separately) within the meaning of the Investment
Company Act of 1940, as amended. A

"majority of the outstanding voting securities" means the lesser of (i) 67% or
more of the shares of the Fund present at the Meeting, if the holders of more
than 50% of the outstanding shares are present or represented by proxy, or (ii)
more than 50% of the outstanding shares (a "1940 Act Majority").

Quorum for consideration of a proposal at the Meeting is one-third of the
outstanding shares entitled to vote of (i) all Funds (for election of Trustees),
and (ii) the applicable Fund for the proposal related to the amendment to the
advisory agreement.

WHO SHOULD I CALL FOR ADDITIONAL INFORMATION ABOUT THIS PROXY STATEMENT?

Please call [ ], the proxy solicitor for the Fund, at
[1- ].

[ , 2010]

JANUS ASPEN SERIES

<Table>

Balanced Portfolio Janus Portfolio
Enterprise Portfolio Overseas Portfolio
Flexible Bond Portfolio Research Core Portfolio
Forty Portfolio Worldwide Portfolio
Global Life Sciences Portfolio Janus Aspen INTECH Risk-Managed Core Portfolio
Global Technology Portfolio Janus Aspen Perkins Mid Cap Value Portfolio
Growth and Income Portfolio
</Table>

151 DETROIT STREET
DENVER, COLORADO 80206

JOINT SPECIAL MEETING OF SHAREHOLDERS

JOINT PROXY STATEMENT

This is a joint proxy statement ("Proxy Statement") for the Janus funds
listed above (each, a "Fund" and collectively, the "Funds"), each a series of
Janus Aspen Series (the "Trust"). Proxies for a joint Special Meeting of
Shareholders of each Fund are being solicited by the Board of Trustees of the
Trust (the "Board," the "Board of Trustees," or the "Trustees") to approve the
following proposals that have already been approved by the Board:

Proposal 1. For the Trust, to elect ten Trustees, each of whom is
considered "independent."

Proposal 2. To approve an amended and restated investment advisory
agreement between the Fund and Janus Capital Management LLC
("Janus Capital") to change the investment advisory fee rate
from a fixed rate to a rate that adjusts up or down based upon
the Fund's performance relative to its benchmark index for the
following Funds:
a. Forty Portfolio
b. Janus Portfolio (formerly named Large Cap Growth Portfolio)
c. Overseas Portfolio (formerly named International Growth
Portfolio)

The joint Special Meeting of Shareholders will be held at the JW Marriott
Hotel, 150 Clayton Lane, Denver, Colorado 80206, on [ , 2010] at [10:00
a.m.] Mountain Time, or at such later time as may be necessary due to
adjournments or postponements thereof (the "Meeting"). Any shareholder of record
who owned shares of a Fund as of the close of business on [ , 2010]
(the "Record Date"), will receive notice of the Meeting and will be entitled to
vote at the Meeting.

At the Meeting, you will be asked to vote on the proposals applicable to
the Fund of which you held shares as of the Record Date. You should read the
entire Proxy Statement before voting. If you have any questions, please call our
proxy solicitor, [ ], at [1- ]. This Proxy Statement, Notice
of Special Meeting, and the proxy card(s) are first being mailed to shareholders
and contract owners on or about [ , 2010].

Each Fund is available in connection with investment in and payments under
variable life insurance contracts and variable annuity contracts offered by the
separate accounts, or subaccounts thereof, of certain life insurance companies
("Participating Insurance Companies"). The Funds may also be available to
certain qualified retirement plans. Individual contract owners are not the
"shareholders" of a Fund. Rather, the Participating Insurance Companies and
their separate accounts are the shareholders. Each Participating Insurance
Company may offer to contract owners the opportunity to instruct it how to vote
shares on the applicable proposal(s) presented at the Meeting.

THE FUNDS PROVIDE ANNUAL AND SEMIANNUAL REPORTS TO THEIR SHAREHOLDERS THAT
HIGHLIGHT RELEVANT INFORMATION, INCLUDING INVESTMENT RESULTS AND A REVIEW OF
PORTFOLIO CHANGES. ADDITIONAL COPIES OF EACH FUND'S MOST RECENT ANNUAL REPORT
AND ANY MORE RECENT SEMIANNUAL REPORT ARE AVAILABLE, WITHOUT CHARGE, BY CALLING
A JANUS REPRESENTATIVE AT [1-877-335-2687], VIA THE INTERNET AT
[JANUS.COM/VARIABLE-INSURANCE], OR BY SENDING A WRITTEN REQUEST TO THE SECRETARY
OF THE TRUST AT 151 DETROIT STREET, DENVER, COLORADO 80206.

PROPOSAL 1
ELECTION OF TRUSTEES

INTRODUCTION

At the Meeting, shareholders of all Funds will be asked to elect ten
individuals to constitute the Trust's Board of Trustees. The ten nominees for
election as Trustees who receive the greatest number of votes from shareholders
voting in person or by proxy at the Meeting will be elected as Trustees of the
Trust. These ten nominees were selected after careful consideration by the
Trust's Nominating and Governance Committee, a committee consisting entirely of
Trustees who are not "interested" persons (as defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended (the "1940 Act")) of the Trust or
Janus Capital (the "Independent Trustees") and the nominations were approved by
all of the current Independent Trustees. Eight of the ten nominees currently
serve as Trustees of the Trust. Each nominee has consented to serve as a Trustee
and to being named in this Proxy Statement. The persons named as proxies on the
enclosed proxy card(s) will vote for the election of the nominees named below
unless authority to vote for any or all of the nominees is withheld.

If elected, each Trustee will serve as a Trustee until the next meeting of
the shareholders, if any, called for the purpose of electing Trustees or until
the election and qualification of a successor. If a Trustee sooner dies,
resigns, retires (required at age 72) or is removed as provided in the
organizational documents of the Trust, the Board may, in its discretion and
subject to the 1940 Act, select another person to fill the vacant position. If
any or all of the nominees should become unavailable for election at the Meeting
due to events not now known or anticipated, the person named as proxies will
vote for such other nominee or nominees as the current Independent Trustees may
recommend.

The Funds are not required, and do not intend, to hold annual shareholder
meetings for the purpose of electing Trustees. However, under the terms of a
settlement reached between Janus Capital and the Securities and Exchange
Commission (the "SEC," or the "Staff") in August 2004, commencing in 2005 and
not less than every fifth calendar year thereafter, the Funds are obligated to
hold a meeting of shareholders to elect Trustees. Shareholders also have the
right to call a meeting to remove a Trustee or to take other action described in
the Trust's organizational documents. Also, if at any time less than a majority
of the Trustees holding office has been elected by the Trust's shareholders, the
Trustees then in office will promptly call a shareholder meeting for the purpose
of electing Trustees.

The nominees for Trustees and their backgrounds are shown on the following
pages. This information includes each nominee's name, age, principal
occupation(s) and other information about the nominee's professional background,
including other directorships the nominee holds or held, during the past five
years. The address of each nominee is 151 Detroit Street, Denver, Colorado
80206. All nominees listed below, other than John H. Cammack and John P.
McGonigle, are currently Trustees of the Trust and have served in that capacity
since originally elected or appointed. In addition, each

nominee, other than John H. Cammack and John P. McGonigle, is currently a
trustee of Janus Investment Fund ("JIF"), another registered investment company
advised by Janus Capital (JIF and the Trust, are collectively referred to herein
as the "Janus funds"). Collectively, the Janus funds consist of 52 series as of
December 31, 2009.

Each Trustee or nominee is not an "interested" person of the Trust, as that
term is defined in the 1940 Act.

<Table>
<Caption>
NUMBER OF FUNDS IN PRINCIPAL OCCUPATION(S) AND
NAME, AGE AND LENGTH OF TIME FUND COMPLEX OTHER DIRECTORSHIPS
POSITIONS(S) WITH THE SERVED FOR THE OVERSEEN OR TO BE HELD BY NOMINEE
TRUST TRUST OVERSEEN BY NOMINEE DURING PAST FIVE YEARS
--------------------- -------------- ------------------- ---------------------------

John H. Cammack N/A 52 Managing partner of Cammack
DOB: 1952 Associates LLC, a
Nominee consulting firm (since
2009). Formerly, Head of
Third Party Distribution
division of T. Rowe Price
(1991-2009).

Jerome S. Contro 12/05 - Present 52 General partner of
DOB: 1956 Crosslink Capital, a
Trustee private investment firm
(since 2008). Formerly,
partner of Tango Group, a
private investment firm
(1999-2008). Formerly,
Director of Envysion, Inc.
(internet technology),
Lijit Networks, Inc.
(internet technology), and
LogRhythm Inc. (software
solutions); Trustee and
Chairman of RS Investment
Trust; Director, IZZE
Beverages; and Director,
Ancestory.com, Inc.
(genealogical research
website).
William F. McCalpin 1/08 - Present 52 Managing Director, Holos
DOB: 1957 6/02 - Present Consulting LLC (provides
Chairman consulting services to
Trustee foundations and other
nonprofit organizations).
Formerly, Executive Vice
President and Chief
Operating Officer of The
Rockefeller Brothers Fund
(a private family
foundation) (1998-2006).
Chairman of the Board and
Director of The Investment
Fund for Foundations
Investment Program (TIP)
(consisting of 4 funds);
and Director of the F.B.
Heron Foundation (a private
grantmaking foundation).

John W. McCarter, Jr. 6/02 - Present 52 President and Chief
DOB: 1938 Executive Officer of The
Trustee Field Museum of Natural
History (Chicago, IL)
(since 1996). Chairman of
the Board and Director of
Divergence Inc.
(biotechnology firm);
Director of W.W. Grainger,
Inc. (industrial
distributor); Trustee of
WTTW (Chicago public
television station) and the
University of Chicago;
Regent, Smithsonian
Institution; and Member of
the Board of Governors for
Argonne National Laboratory

John P. McGonigle N/A 52 Formerly, Vice President,
DOB: 1955 Senior Vice President and
Nominee Executive Vice President of
Charles Schwab & Co., Inc.
(1989-2006). Trustee of
PayPal Funds (since 2008).
Formerly, Director of
Charles Schwab
International Holdings (a
brokerage service division
for joint ventures outside
the U.S.) (1999-2006)

</Table>

Dennis B. Mullen 2/71 - Present 52 * Chief Executive Officer of
DOB: 1943 Red Robin Gourmet Burgers,
Trustee Inc. (since 2005).
Formerly, private investor.
Chairman of the Board
(since 2005) and Director
of Red Robin Gourmet
Burgers, Inc. (RRGB); and
Director of Janus Capital
Funds Plc (Dublin-based,
non-U.S. funds).

James T. Rothe 1/97 - Present 52 Co-founder and Managing
DOB: 1943 Director of Roaring Fork
Trustee Capital SBIC, LP (SBA SBIC
fund focusing on private
investment in public equity
firms); and Professor
Emeritus of Business of the
University of Colorado,
Colorado Springs, CO (since
2004). Formerly, Professor
of Business of the
University of Colorado
(2002-2004); and
Distinguished Visiting
Professor of Business
(2001-2002) of Thunderbird
(American Graduate School
of International
Management), Glendale, AZ.
Director of Red Robin
Gourmet Burgers, Inc.
(RRGB)

William D. Stewart 6/84 - Present 52 Corporate Vice President
DOB: 1944 and General Manager of MKS
Trustee Instruments - HPS Products,
Boulder, CO (a manufacturer
of vacuum fittings and
valves) and PMFC Division,
Andover, MA (manufacturing
pressure measurement and
flow products).

Martin H. Waldinger 8/69 - Present 52 Private investor and
DOB: 1938 Consultant to California
Trustee Planned Unit Developments
(since 1994). Formerly, CEO
and President of Marwal,
Inc. (homeowner association
management company).

Linda S. Wolf 11/05 - Present 52 Retired. Formerly, Chairman
DOB: 1947 and Chief Executive Officer
Trustee of Leo Burnett (Worldwide)
(advertising agency) (2001-
2005). Director of Wal-
Mart, The Field Museum of
Natural History (Chicago,
IL), Children's Memorial
Hospital (Chicago, IL),
Chicago Council on Global
Affairs, and InnerWorkings
(U.S. provider of print
procurement solutions to
corporate clients).
</Table>

--------

* Mr. Mullen also serves as director of Janus Capital Funds Plc ("JCF"), an
offshore product, consisting of 17 funds. Including JCF and the 52 funds
comprising the Janus funds, Mr. Mullen oversees 69 funds.

GENERAL INFORMATION REGARDING THE BOARD OF TRUSTEES

The Trust is governed by the Board of Trustees, which is responsible for
and oversees the management and operations of the Trust and each of the Funds on
behalf of Fund shareholders. Each member of the Board is an Independent Trustee,
including the Board's Chairman. The Board's responsibilities include, but are
not limited to, oversight of the Funds' officers and service providers,
including Janus Capital, which is responsible for the Trust's day-to-day
operations. The Trustees approve all of the agreements entered into with the
Funds' service providers, including the investment management

agreements with Janus Capital and the Funds' sub-advisors. The Trustees are also
responsible for determining or changing the Funds' investment objectives,
policies and available investment techniques, as well as for overseeing the
Funds' Chief Compliance Officer. In carrying out these responsibilities, the
Trustees are assisted by the Trust's independent auditor (who reports directly
to the Trust's Audit Committee), independent counsel, an independent fee
consultant, and other experts as appropriate, all of whom are selected by the
Trustees. The Trustees also meet regularly without representatives of Janus
Capital or its affiliates present.

The Trustees discharge their responsibilities collectively as a Board, as
well as through Board committees, each of which operates pursuant to a Board-
approved charter that delineates the specific responsibilities of that
committee. For example, the Board as a whole is responsible for oversight of the
annual process by which the Board considers and approves each Fund's investment
advisory agreement with Janus Capital, but specific matters related to oversight
of the Fund's independent auditors have been delegated by the Board to its Audit
Committee, subject to approval of the Audit Committee's recommendations by the
Board. The members and responsibilities of each Board committee are summarized
below. In addition to serving on certain committees, the Chairman of the Board
("Board Chairman") is responsible for presiding at all meetings of the Board,
and has other duties as may be assigned by the Trustees from time to time. The
Board Chairman also serves as the Board's liaison to Janus Capital with respect
to all matters related to the Funds that are not otherwise delegated to the
chair of a Board committee. The Board has determined that this leadership
structure is appropriate based on (1) the number of Funds overseen and the
various investment objectives of those Funds, (2) the manner in which the Funds'
shares are marketed and distributed and (3) the responsibilities entrusted to
Janus Capital and its affiliates to oversee the Trust's day-to-day operations,
including the management of each Fund's portfolio and the distribution of Fund
shares. On an annual basis, the Board conducts a self-evaluation that considers,
among other matters, whether the Board and its committees are functioning
effectively and whether, given the size and composition of the Board and each if
its committees, the Trustees are able to oversee effectively the number of Funds
in the complex.

There were six regular meetings and fourteen special meetings of the
Trustees held during the Trust's fiscal year ended December 31, 2009. Each
Trustee attended most if not all of the meetings during that fiscal year. Since
the Trust is not required to convene annual shareholder meetings, there is no
policy requiring Trustee attendance at such meetings.

The Board of Trustees proposed for election at the Meeting will be
comprised of ten trustees. The SEC has adopted rules that require at least 75%
of the board members of a fund to be "independent" in order for the fund to take
advantage of certain exemptive rules under the 1940 Act. If the slate of
nominees is approved by shareholders, 100% of the Board of Trustees will
continue to be "independent."

COMMITTEES OF THE BOARD OF TRUSTEES

The Board of Trustees has six standing committees that perform specialized
functions: an Audit Committee, a Brokerage Committee, an Investment Oversight
Committee, a Legal and Regulatory Committee, a Nominating and Governance
Committee, and a Pricing Committee. Each committee is comprised entirely of
Independent Trustees and has a written charter that delineates its duties and
powers. Each committee reviews and evaluates matters as specified in its charter
and makes recommendations to the Trustees as it deems appropriate. Each
committee may utilize the resources of counsel to the Independent Trustees and
the Trust, independent auditors and other experts. The committees normally meet
in conjunction with regular meetings of the Trustees but may convene at other
times (in person or by telephone) as deemed appropriate or necessary. The
membership and chairperson of each committee is appointed by the Trustees upon
recommendation of the Trust's Nominating and Governance Committee.

Audit Committee. The Audit Committee reviews the Trust's financial
reporting process, the system of internal controls over financial reporting,
disclosure controls and procedures, Form N-CSR filings and the audit process.
The Committee's review of the audit process includes, among other things, the
recommendation of the appointment and compensation of the Trust's independent
auditor, which performs the audits of the Funds' financial statements, oversight
of the independent auditor, and pre-approval of all audit and non-audit
services. The Committee receives annual representations from the Trust's
independent auditor as to its independence. Currently, the members of the Audit
Committee are: Jerome S. Contro (Chairman), John W. McCarter, Jr. and Dennis B.
Mullen. The Committee held four meetings during the fiscal year ended December
31, 2009.

Brokerage Committee. The Brokerage Committee reviews and makes
recommendations regarding matters related to the Trust's use of brokerage
commissions and placement of Fund portfolio transactions, including policies
regarding the allocation of brokerage commissions, directed brokerage, "step-
out" arrangements and client commission arrangements. Currently, the members of
the Brokerage Committee are: James T. Rothe (Chairman), Jerome S. Contro and
Martin H. Waldinger. The Committee held four meetings during the fiscal year
ended December 31, 2009.

Investment Oversight Committee. The Investment Oversight Committee
oversees the investment activities of the Funds. The Committee meets regularly
with investment personnel at Janus Capital and any sub-adviser to a Fund to
review the investment performance and strategies of the Funds in light of their
stated investment objectives and policies. Currently, the members of the
Investment Oversight Committee are: Dennis B. Mullen (Chairman), Jerome S.
Contro, William F. McCalpin, John W. McCarter, Jr., James T. Rothe, William D.
Stewart, Martin H. Waldinger and Linda S. Wolf. The Committee held five meetings
during the fiscal year ended December 31, 2009.

Legal and Regulatory Committee. The Legal and Regulatory Committee
oversees compliance with various procedures adopted by the Trust, reviews
certain

regulatory filings made with the SEC, and oversees the implementation and
administration of the Trust's Proxy Voting Guidelines. Currently, the members of
the Legal and Regulatory Committee are: Linda S. Wolf (Chairman), William F.
McCalpin and William D. Stewart. The Committee held five meetings during the
fiscal year ended December 31, 2009.

Nominating and Governance Committee. The Nominating and Governance
Committee identifies and recommends individuals for Trustee membership, consults
with Fund management and the Board Chairman in planning Trustee meetings, and
oversees the administration of, and ensures compliance with, the Governance
Procedures and Guidelines adopted by the Trustees, which includes review of, and
proposed changes to, Trustee compensation. Currently, the members of the
Nominating and Governance Committee are: John W. McCarter, Jr. (Chairman),
William F. McCalpin and Dennis B Mullen. The Committee held eight the fiscal
year ended December 31, 2009.

Pricing Committee. The Pricing Committee determines the fair value of
restricted and other securities for which market quotations are not readily
available, or that are deemed not to be reliable, pursuant to procedures adopted
by the Trustees. The Committee also reviews other matters related to pricing the
Funds' securities. Currently, the members of the Pricing Committee are: William
D. Stewart (Chairman), James T. Rothe and Linda S. Wolf. The Committee held
sixteen meetings during the fiscal year ended December 31, 2009.

PROCESS FOR IDENTIFYING AND EVALUATING TRUSTEE NOMINEES AND NOMINEE
QUALIFICATIONS

The Nominating and Governance Committee of the Board is responsible for
identifying and nominating candidates for appointment as Trustees. As stated in
the Committee's charter, the principal criterion for selection of candidates for
the Board is the candidate's ability to contribute to the overall functioning of
the Board and to carry out the responsibilities of a Trustee. In considering a
potential candidate's qualifications to serve as a Trustee, the Committee may
also take into account a variety of other diverse criteria, including, but not
limited to (i) knowledge of the investment company industry, (ii) relevant
experience, (iii) educational background, (iv) reputation for high ethical
standards and personal and professional integrity, (v) financial, technical or
other expertise, (vi) time commitment to the performance of duties of a Trustee,
(vii) stature commensurate with the responsibility of representing Fund
shareholders, and (viii) if a candidate is for an Independent Trustee position,
that the person meets the independence criteria established by the 1940 Act and
the Governance Procedures and Guidelines adopted by the Trustees.

Consistent with the Trust's organizational documents and procedures adopted
by the Committee, the Committee will consider Trustee nominations made by
shareholders. Shareholders of a Fund may submit names of potential candidates
for consideration by the Committee by submitting their recommendations to the
Trust's Secretary, at the address of the principal executive office of the
Trust, in accordance with procedures

adopted by the Committee. A copy of such procedures is included as Appendix 1 to
the Nominating and Governance Committee Charter attached to this Proxy Statement
as Appendix A.

The Committee may use any process it deems appropriate for identifying and
evaluating candidates for service as a Trustee, which may include, without
limitation, personal interviews, background checks, written submissions by the
candidates, third party references and the use of consultants, including
professional recruiting firms. The Committee will evaluate nominees for a
particular vacancy using the same process regardless of whether the nominee is
submitted by a Fund shareholder or identified by some other means. On an annual
basis, the Board conducts a self-evaluation that considers, among other matters,
the contributions of individual Trustees, whether the Board has an appropriate
size and the right mix of characteristics, experiences and skills, and whether
the age distribution and diversity among the Trustees is appropriate.

After completion of its process to identify and evaluate Trustee nominees,
and after giving due consideration to all factors it deemed appropriate, the
Committee approved for nomination, and recommended that the Trustees approve for
nomination, the ten nominees identified below. The Committee believes that if
elected, each of the nominees qualifies to serve as an Independent Trustee. Each
nominee's background is detailed above. The Committee and the Trustees
considered the totality of the information available to them, and took into
account the specific experience, qualifications, attributes or skills discussed
below to conclude that each nominee should serve as a Trustee, in light of the
Trust's business and structure. In reaching these conclusions, the Committee and
the Trustees, in the exercise of their reasonable business judgment, evaluated
each nominee based on the criteria described above, and reviewed the specific
experience, qualifications, attributes or skills that each nominee presented,
none of which by itself was considered dispositive.

John H. Cammack: service as Head of Third Party Distribution and member of
the Operating Steering Committee for a large mutual fund complex, service on two
not-for-profit boards and chairman of the Mutual Fund Education Alliance.

Jerome S. Contro: General Partner in private investment firms, service on
multiple corporate boards, and a Fund Independent Trustee since 2005.

William F. McCalpin: service as Chief Operating Officer of a large private
family foundation, Chairman and Director of an unaffiliated fund complex, and a
Fund Independent Trustee since 2002 and Chairman of the Board of Trustees since
2008.

John P. McGonigle: service in multiple capacities with a leading financial
services firm, including as Head of Mutual Funds and Asset Management, and as an
independent trustee of a money market fund.

John W. McCarter, Jr.: President and CEO of large non-profit organization,
service on multiple corporate and non-profit boards, and a Fund Independent
Trustee since 2002.

Dennis B. Mullen: Chairman of the Board and CEO of NASDAQ-listed company,
director of off-shore fund complex, and a Fund Independent Trustee since 1971
and Independent Chairman of the Board of Trustees from 2004 to 2007.

James T. Rothe: Co-founder and Managing Director of a private investment
firm, former business school professor, service as a corporate director, and a
Fund Independent Trustee since 1997.

William D. Stewart: Corporate vice-president of a NASDAQ-listed industrial
manufacturer, and a Fund Independent Trustee since 1984.

Martin H. Waldinger: service as CEO of a homeowner association management
company, and a Fund Independent Trustee since 1969.

Linda S. Wolf: service as Chairman and CEO of a global advertising firm,
service on multiple corporate and non-profit boards, and a Fund Independent
Trustee since 2005.

BOARD OVERSIGHT OF RISK MANAGEMENT

Janus Capital, as part of its responsibilities for the day-to-day
operations of the Funds, is responsible for day-to-day risk management for the
Funds. The Board, as part of its overall oversight responsibilities for the
Fund's operations, oversees Janus Capital's risk management efforts with respect
to the Funds. The Board, in the exercise of its reasonable business judgment,
also separately considers potential risks that may impact the Funds. The Board
discharges its oversight duties and considers potential risks in a number of
different ways, including, but not limited to, receiving reports on a regular
basis, either directly or through an appropriate committee, from Janus Capital
and its officers. Reports received include those from, among others, Janus
Capital's (1) senior managers responsible for oversight of global risk; (2)
senior managers responsible for oversight of portfolio construction and trading
risk; (3) Chief Compliance Officer, and (4) Director of Internal Audit. At the
time these reports are presented, the Board or the committee receiving the
report, will, as it deems necessary, invite the presenter to participate in an
executive session to discuss matters outside the presence of any other officers
or representatives of Janus Capital or its affiliates. The Board also receives
reports from other entities and individuals unaffiliated with Janus Capital,
including reports from the Funds' other service providers and from independent
consultants hired by the Board.

Various Board committees also will consider particular risk items as the
committee addresses items and issues specific to the jurisdiction of that
committee. For example, the Pricing Committee will consider valuation risk as
part of its regular oversight responsibilities, and similarly, the Brokerage
Committee will consider counter-party risk associated with the Funds' portfolio
transactions. The Board also may be apprised of particular risk management
matters in connection with its general oversight and approval of various Fund
matters brought before the Board.

The Board has appointed a Chief Compliance Officer for the Funds ("Fund
CCO") who (1) reports directly to the Board and (2) provides a comprehensive
written report annually and presents quarterly at the Board's regular meetings.
The Fund CCO, who also serves as Janus Capital's Chief Compliance Officer,
discusses relevant risk issues that may impact the Funds and/or Janus Capital's
services to the Funds, and routinely meets with the Board in private without
representatives of Janus Capital or its affiliates present. The Fund CCO also
provides the Board with updates on the application of the Funds' compliance
policies and procedures, including how these procedures are designed to mitigate
risk and what, if any, changes have been made to enhance the procedures. The
Fund CCO may also report to the Board on an ad hoc basis in the event that he
identifies issues associated with the Funds' compliance policies and procedures
that could expose the Funds' to additional risk or adversely impact the ability
of Janus Capital to provide services to the Funds.

The Board believes that its leadership structure permits it to effectively
discharge its oversight responsibilities with the respect to the Funds' risk
management process.

SHARE OWNERSHIP

The Trustees believe that each Trustee should invest in one or more Janus
funds (but not necessarily all) for which he or she serves as Trustee, to the
extent the Trustee is directly eligible to do so. The amount of such investment,
and the Janus fund(s) in which a Trustee determines to invest, is dictated by
the Trustee's individual financial circumstances and investment goals.

The Trustees and nominees cannot directly own shares of a Fund without
purchasing an insurance contract through one of the Participating Insurance
Companies or through a qualified plan. As a result, none of the Trustees or
nominees for election at the Meeting currently own any Fund shares. In addition,
as of [ ], the nominees, Trustees and executive officers of the Funds,
individually and collectively as a group, owned less than 1% of the outstanding
shares of each Fund. The Trustees and nominees own shares of other Janus funds
that are similarly managed as the Funds and managed by the same portfolio
managers, but available through different distribution channels. The following
table shows the aggregate dollar range of equity securities in all Janus funds

(52 funds as of December 31, 2009) owned directly or beneficially as
of , 2009 by each Trustee and the nominees for election at the
Meeting.

<Table>
<Caption>
AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES IN ALL FUNDS OVERSEEN OR
TO BE OVERSEEN BY TRUSTEE/NOMINEE IN
NAME OF TRUSTEE/NOMINEE JANUS FAMILY OF FUNDS
----------------------- ------------------------------------

Independent Trustees
Jerome S. Contro..................... Over $100,000(1)
William F. McCalpin.................. Over $100,000
John W. McCarter, Jr. ............... Over $100,000
Dennis B. Mullen..................... Over $100,000(1)
James T. Rothe....................... Over $100,000
William D. Stewart................... Over $100,000
Martin H. Waldinger.................. Over $100,000(1)
Linda S. Wolf........................ Over $100,000(1)
Trustee Nominees
John H. Cammack...................... Over $100,000(2)
John P. McGonigle.................... Over $100,000
</Table>

--------

(1) Ownership may include amounts held under a deferred compensation plan that
are valued based on "shadow investments" in one or more funds.

(2) Ownership is as of February 8, 2010.

COMPENSATION OF TRUSTEES

The Trust pays each Independent Trustee an annual retainer plus a fee for
each regular in-person meeting of the Trustees attended, a fee for in-person
meetings of committees attended if convened on a date other than that of a
regularly scheduled meeting, and a fee for telephone meetings of the Trustees
and committees. In addition, committee chairs and the Chairman of the Board of
Trustees receive an additional supplemental retainer. Each current Independent
Trustee also receives fees from other Janus funds for serving as Trustee of
those funds and those amounts are included below. Janus Capital pays persons who
are directors, officers, or employees of Janus Capital or any affiliate thereof,
or any Trustee not considered an "independent" Trustee, for their services as
Trustees or officers. All of the Trustees or nominees are "independent." The
Trust and other funds managed by Janus Capital may pay all or a portion of the
compensation and related expenses of the Funds' Chief Compliance Officer and
compliance staff, as authorized from time to time by the Trustees.

The Trust's Nominating and Governance Committee, which consists solely of
Independent Trustees, annually reviews and recommends to the Independent
Trustees any changes to compensation paid by the Funds to the Independent
Trustees. The Independent Trustees also meet at least annually to review their
fees in connection with the recommendations of the Nominating and Governance
Committee, to ensure that

such fees continue to be appropriate in light of the Trustees' responsibilities
as well as in relation to fees paid to trustees of other similarly situated
mutual fund complexes.

The following table shows the aggregate compensation paid to each current
Independent Trustee by the Trust and by all of the Janus funds during calendar
year 2009. None of the Trustees receives any pension or retirement benefits from
the Funds or the Janus funds. The Trustees have established a deferred
compensation plan under which the Trustees may elect to defer receipt of all, or
a portion, of the compensation they earn for their services to the Funds, in
lieu of receiving current payments of such compensation. Any deferred amount is
treated as though an equivalent dollar amount has been invested in shares of one
or more funds advised by Janus Capital ("Shadow Investments").

<Table>
<Caption>
AGGREGATE TOTAL COMPENSATION
COMPENSATION FROM THE TRUST
FROM THE AND THE JANUS
NAME OF INDEPENDENT TRUSTEE TRUST(1) FUND COMPLEX(2)(3)
--------------------------- ------------ ------------------

William F. McCalpin(4)................. $376,000
Jerome S. Contro(5).................... $305,500
John W. McCarter, Jr.(5)............... $300,750
Dennis B. Mullen(5).................... $328,661
James T. Rothe(5)...................... $312,750
William D. Stewart(5).................. $296,750
Martin H. Waldinger.................... $267,000
Linda S. Wolf(5)....................... $273,750
</Table>

--------

(1) Includes compensation for service on behalf of 14 Funds (as of December 31,
2009).
(2) For all Trustees, includes compensation for service on the boards of three
Janus trusts (the Trust, Janus Investment Fund and Janus Adviser Series)
comprised of 68 portfolios, and for two trusts (the Trust and Janus
Investment Fund) from July 2, 2009 to December 31, 2009, comprised of 52
portfolios. In addition, Mr. Mullen's compensation includes service on the
board of an additional trust, Janus Capital Funds Plc (an offshore product)
comprised of a total of 17 portfolios (as of December 31, 2009).
(3) Total Compensation received from the Janus funds includes any amounts
deferred under the deferred compensation plan. The deferred compensation
amounts for the period shown are as follows: Jerome S. Contro $152,250;
Martin H. Waldinger $66,750; and Linda S. Wolf $68,438.
(4) Aggregate Compensation received from the Funds and Total Compensation
received from all Janus funds includes additional compensation paid for
service as Independent Chairman of the Board of Trustees.
(5) Aggregate Compensation received from the Funds and Total Compensation
received from all Janus funds includes additional compensation paid for
service as chair of one or more committees of the Board of Trustees.

OFFICERS OF THE TRUST

The officers of the Trust and their principal occupations are set forth in
Appendix B to this Proxy Statement.

THE INDEPENDENT TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMEND THAT YOU VOTE "FOR"
EACH NOMINEE.

PROPOSAL 2
APPROVE AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
RELATED TO INTRODUCTION OF PERFORMANCE INCENTIVE
INVESTMENT ADVISORY FEE STRUCTURE

INTRODUCTION

On December 11, 2009, the Board of Trustees approved amendments to the
investment advisory agreements between Janus Capital and each of Forty
Portfolio, Janus Portfolio and Overseas Portfolio (for purposes of this Proposal
2, each of Forty Portfolio, Janus Portfolio and Overseas Portfolio is referred
to as a "Fund" and collectively, the "Funds"). Each amendment changes the annual
rate of compensation paid to Janus Capital as your Fund's investment adviser
from a fixed rate of 0.64% to a rate that adjusts up or down based on the Fund's
performance relative to its benchmark index (the "Proposed Amended Advisory
Agreement"). This change in fee structure requires shareholder approval. The
Board of Trustees authorized the submission of the Proposed Amended Advisory
Agreements to shareholders of the Funds for their approval, as described further
below. Shareholders of Forty Portfolio will vote on Proposal 2.a.; shareholders
of Janus Portfolio will vote on Proposal 2.b., and shareholders of Overseas
Portfolio will vote on Proposal 2.c. A form of a Proposed Amended Advisory
Agreement is attached to this Proxy Statement as Appendix C.

The proposal to implement a performance-based advisory fee is designed to
more closely align Janus Capital's interests with those of the Funds'
shareholders. The premise of a performance fee is that an investment adviser
should earn more if it is performing well for Fund shareholders and should earn
less if it is underperforming. To assess the performance of the investment
adviser, a Fund's performance is measured against the performance of the Fund's
primary benchmark. This means that it is the relative outperformance or
underperformance of a Fund compared to its benchmark, and not the Fund's
absolute performance, that causes the advisory fee to be adjusted up or down. As
a result, if the performance-based advisory fee is approved for your Fund, the
investment advisory fee paid by your Fund to Janus Capital will decrease when
the Fund is not performing well relative to its benchmark index and increases
during periods when the Fund outperforms its benchmark index. The section
entitled "Comparison of the Current and Proposed Amended Advisory Agreements"
below provides a detailed description of how the proposed performance-based
advisory fee would be calculated for your Fund, and also includes examples
showing the investment advisory fees your Fund would have paid if the proposed
performance-fee had been in place during the Fund's most recent fiscal year.

The Board of Trustees has previously approved performance-based advisory
fees for a number of other Janus funds, and, for the reasons described below,
believes that moving to a fee that adjusts up or down based on a Fund's
performance better aligns the interest of Janus Capital, each Fund's investment
adviser, with those of the Fund's shareholders. At the same time, Janus Capital
believes that the proposed advisory fee structure will enable it to maintain the
quality of services to the Funds and to attract and retain talented investment
personnel.

BOARD CONSIDERATION, APPROVAL AND RECOMMENDATION

At a meeting of the Trustees held on December 11, 2009, the Trustees, each
of whom are Independent Trustees, meaning he or she is not an "interested
person" (as defined by the 1940 Act) of the Trust ("Independent Trustees"),
voted unanimously to approve each Proposed Amended Advisory Agreement and
authorized the submission of each Proposed Amended Advisory Agreement to each
Fund's shareholders for approval. If approved, the Proposed Amended Advisory
Agreements will be in effect until February 1, 2011, and may continue in effect
thereafter from year to year if such continuation is specifically approved at
least annually by either the Board of Trustees or the affirmative vote of a 1940
Act Majority and, in either event, by the vote of a majority of the Independent
Trustees.

Over the past few years, the Independent Trustees and their independent fee
consultant, in consultation with independent legal counsel to the Independent
Trustees, have continued to explore the possibility of modifying the fee
structure for certain Janus funds to provide for a Base Fee Rate (as defined
below under "Comparison of the Current and Proposed Amended Advisory
Agreements - Proposed Performance Fee Structure") for each of those funds at the
same rate as its current advisory fee rate, and a performance-based adjustment
that would increase or decrease the fee based on whether the fund's total return
performance exceeds or lags a stated relevant benchmark index.

Working with Janus Capital to develop a performance structure that was
acceptable to Janus Capital, the Independent Trustees were seeking to provide a
closer alignment of the interests of Janus Capital with those of the Funds and
their shareholders. They believe that the fee structure proposed for the Funds
will achieve that objective. Included as part of their analysis of the overall
performance fee structure, the Trustees, in consultation with their independent
fee consultant, considered the appropriate performance range maximum and minimum
that would result in the Performance Adjustment of up to 0.15% (positive or
negative) of a Fund's average daily net assets during the applicable performance
measurement period. The Trustees reviewed information provided by Janus Capital
and prepared by their independent fee consultant with respect to an appropriate
deviation of excess/under returns relative to a Fund's benchmark index, taking
into consideration expected tracking error of the Fund, expected returns and
potential risks and economics involved for Janus Capital and the Fund's
shareholders. The Trustees also reviewed the structure of performance fees
applied by other Janus funds.

As described below, the Performance Adjustment that will be added to or
subtracted from the Base Fee Rate as a result of a Fund's performance, relative
to its benchmark index, is a variable rate of up to 0.15% of average net assets
during the performance measurement period. Importantly, the performance is
computed after deducting a Fund's operating expenses (including advisory fees),
which means that, in order to receive any upward adjustment from the Base Fee
Rate, Janus Capital must deliver a total return after expenses that exceeds the
return of the benchmark index, which does not incur any expenses.

The Trustees determined that the benchmark index specified in each Proposed
Amended Advisory Agreement for purposes of computing the Performance Adjustment
is appropriate for the applicable Fund based on a number of factors, including
that each index is broad-based and is composed of securities of the types in
which the Fund may invest. The Trustees believe that divergence between a Fund's
performance and performance of the index can be attributed, in part, to the
ability of the portfolio managers in making investment decisions within the
parameters of the Fund's investment objective and investment policies and
restrictions.

The time periods to be used in determining any Performance Adjustment were
also judged to be of appropriate length to ensure proper correlation and to
prevent fee adjustments from being based upon random or insignificant
differences between the performance of a Fund and of its benchmark index. In
that regard, the Trustees concluded that it would be appropriate for there to be
no adjustment to the Base Fee Rate for at least the first 12 months and up to 18
months after the effective date of the performance-based fees structure outlined
in each Proposed Amended Advisory Agreement and that, once implemented, the
Performance Adjustment should reflect only a Fund's performance subsequent to
that effective date. Moreover, the Trustees believed that, upon reaching the
thirty-sixth month after the effective date, the performance measurement period
should be fully implemented, and that the Performance Adjustment should
thereafter be based upon a 36-month rolling performance measurement period.

In considering the Proposed Amended Advisory Agreements, and the
performance fee structure reflected in the Agreements, the Independent Trustees
met in executive session and were advised by their independent legal counsel.
The Independent Trustees received and reviewed a substantial amount of
information provided by Janus Capital in response to requests of the Independent
Trustees and their counsel. They also considered information provided by their
independent fee consultant.

In considering whether to approve the Proposed Amended Advisory Agreements,
the Board of Trustees noted that, except for the performance-based fee
structure, the Proposed Amended Advisory Agreements are substantially similar to
the Current Advisory Agreements, which were most recently approved by them at a
meeting held on December 11, 2009. The Board took into account the services
provided by Janus Capital in its capacity as investment adviser to the Funds and
concluded that the services provided were acceptable. Certain of these
considerations are discussed in more detail below. Based on their evaluation of
that information and other factors, on December 11, 2009, the Independent
Trustees approved the Proposed Amended Advisory Agreement for each Fund, subject
to shareholder approval.

NATURE, EXTENT AND QUALITY OF SERVICES

The Trustees reviewed the nature, extent and quality of the services
provided by Janus Capital, taking into account the investment objective and
strategies of each Fund and the knowledge the Trustees gained from their regular
meetings with management on at least a quarterly basis, and their ongoing review
of information related to the Funds. In addition, the Trustees reviewed the
resources and key personnel of Janus Capital,

especially those who provide investment management services to the Funds. The
Trustees also considered other services provided to the Funds by Janus Capital.
Janus Capital also advised the Board of Trustees that it expects that there will
be no diminution in the scope and quality of advisory services provided to the
Funds as a result of the Proposed Amended Advisory Agreements.

The Trustees concluded that the Proposed Amended Advisory Agreement for
each Fund was not expected to adversely affect the nature, extent or quality of
services provided to the Funds, and that the Funds would continue to benefit
from services provided under the Proposed Amended Advisory Agreements. They also
concluded that the quality of Janus Capital's services to each Fund has been
adequate. In reaching their conclusions, the Trustees considered: (i)
information provided by Janus Capital for their consideration of the Proposed
Amended Advisory Agreements; (ii) the key factors identified in materials
provided to the Trustees by their independent counsel; and (iii) the
reasonableness of the fees payable by shareholders of each Fund. They also
concluded that Janus Capital's financial condition was sound.

COSTS OF SERVICES PROVIDED

The Trustees considered the fee structure under the Proposed Amended
Advisory Agreements, as well as the overall fee structure of the Funds. The
Trustees examined the fee information and expenses for the Funds in comparison
to information for other comparable funds, as provided by Lipper.

The Trustees considered the structure by which Janus Capital would be paid
for their services, including the implementation of the new performance-based
fee structure for each Fund. The Trustees also considered the overall fees of
each Fund for services provided to the Fund.

The Trustees concluded that the estimated overall expense ratio of each
Fund was comparable to or more favorable than the median expense ratio of its
peers, and that the fees that the Fund will pay to Janus Capital are reasonable
in relation to the nature and quality of the services to be provided, taking
into consideration (1) the fees charged by other advisers for managing
comparable mutual funds with similar strategies, and (2) the impact of the
performance-based fee structure, as applicable.

PERFORMANCE OF THE FUNDS

The Trustees considered the performance results of the Funds over various
time periods. They reviewed information comparing each Fund's performance with
the performance of comparable funds and peer groups identified by Lipper, and
with each Fund's benchmark index. They concluded that the performance of the
Funds was acceptable under current market conditions. [Although the performance
of the Funds lagged benchmark indices for certain periods,] the Trustees also
concluded that the manner in which Janus Capital addressed those instances of
underperformance was appropriate.

OTHER BENEFITS FROM THE RELATIONSHIP WITH JANUS CAPITAL

The Trustees also considered benefits that would accrue to the Funds from
their relationship with Janus Capital. The Trustees concluded that, other than
the services to be provided by Janus Capital pursuant to the Proposed Amended
Advisory Agreements and the fees to be paid by the Funds for such services, the
Funds and Janus Capital may potentially benefit from their relationship with one
another in other ways. They also concluded that success of the relationship
between the Funds and Janus Capital could attract other business to Janus
Capital or to other Janus funds, and that the success of Janus Capital could
enhance the firm's ability to serve the Funds. They also concluded that Janus
Capital may potentially benefit from the receipt of proprietary and third-party
research products and services to be acquired through commissions paid on
portfolio transactions of the Funds or other funds in the Janus complex, and
that the Funds may potentially benefit from Janus Capital's receipt of those
products and services, as well as research products and services acquired
through commissions paid by other clients of Janus Capital. The Trustees further
concluded that Janus Capital's use of "soft" commission dollars to obtain
proprietary and third-party research products and services was consistent with
regulatory requirements and guidelines and was likely to benefit the Funds.

After full consideration of the above factors, as well as other factors,
the Trustees concluded that approving the Proposed Amended Advisory Agreement
for each Fund was in the best interest of each Fund and its shareholders. The
Trustees, each of whom is an Independent Trustee, voted to approve the Proposed
Amended Advisory Agreements and to recommend them to shareholders for their
approval.

INFORMATION CONCERNING THE ADVISER

Janus Capital, 151 Detroit Street, Denver, Colorado 80206-4805, serves as
investment adviser to the Funds pursuant to a separate investment advisory
agreement between the Trust, on behalf of each Fund, and Janus Capital, each
dated July 1, 2004 (each, a "Current Advisory Agreement" and collectively, the
"Current Advisory Agreements"). Janus Capital is a direct subsidiary of Janus
Capital Group Inc. ("JCGI"), a publicly traded company with principal operations
in financial asset management businesses that had $159.7 billion in assets under
management as of December 31, 2009. JCGI owns approximately 95% of Janus
Capital, with the remaining 5% held by Janus Management Holdings Corporation.
Certain employees of Janus Capital and/or its affiliates serve as officers of
the Trust. Certain officers of the Trust are shareholders of JCGI.

Janus Capital (together with its predecessors) has served as an investment
adviser since 1970. As of December 31, 2009, the Janus funds that Janus Capital
advises consisted of 52 portfolios offering a broad range of investment
objectives, including those with similar investment objectives as the Funds (see
attached Appendix D for further information). Janus Capital also serves as
subadviser for a number of private-label mutual funds and provides separate
account advisory services for institutional accounts.

Principal Executive Officers and Directors of the Adviser. The principal
executive officers and directors of Janus Capital and their principal
occupations are included in Appendix E to this Proxy Statement.

COMPARISON OF THE CURRENT AND PROPOSED AMENDED ADVISORY AGREEMENTS

Except for the change in fee structure to a performance-based advisory fee
and the dates of execution, the terms of the Current Advisory Agreements and the
Proposed Amended Advisory Agreements are the same. A summary of these agreements
is provided below.

Advisory Services. The terms of the advisory services are the same under
the Current Advisory Agreements and the Proposed Amended Advisory Agreements.

Janus Capital provides each Fund with continuing investment management
services. Janus Capital is responsible for the day-to-day management of each
Fund and for providing continuous investment advice regarding the purchase and
sale of securities held by the Funds, subject to (i) the Trust's Amended and
Restated Trust Instrument and Bylaws; (ii) the investment objectives, policies
and restrictions set forth in the Trust's registration statement; (iii) the
provisions of the 1940 Act and the Internal Revenue Code of 1986, as amended;
and (iv) such other policies and instructions as the Trustees may from time to
time determine.

Janus Capital provides office space for each Fund and pays the salaries,
fees, and expenses of all Fund officers (sharing certain expenses and salaries
for the Funds' Chief Compliance Officer and other compliance-related personnel
as authorized by the Trustees from time to time). Janus Capital provides certain
administrative services to each Fund as described under "Fund Service Providers"
and is responsible for the other business affairs of each Fund. Janus Capital is
authorized to delegate to others to perform certain administrative and other
services.

Each Fund pays all expenses incidental to its organization, operations and
business not specifically assumed by Janus Capital, including custodian and
transfer agency fees and expenses, brokerage commissions and dealer spreads, and
other expenses in connection with the execution of portfolio transactions, legal
and accounting expenses, interest, taxes, a portion of trade association or
other investment company organization dues and expenses, registration fees,
expenses of shareholders' meetings, reports to shareholders, fees and expenses
of Independent Trustees, and other costs of complying with applicable laws
regulating the sale of Fund shares. Information concerning services provided by
Janus Distributors LLC ("Janus Distributors"), the Funds' distributor, and Janus
Services LLC ("Janus Services"), the Funds' transfer agent, each a wholly-owned
subsidiary of Janus Capital, and a description of any fees paid by each Fund to
Janus Distributors and Janus Services, is included under "Fund Service
Providers" in this Proxy Statement.

Liability. Each Fund's Current Advisory Agreement and Proposed Amended
Advisory Agreement provides that Janus Capital shall not be liable for any error
of judgment or mistake of law or for any loss arising out of any investment or
for any act or

omission taken with respect to the Fund, except for willful misfeasance, bad
faith or gross negligence in the performance of its duties, or by reason of
reckless disregard of its obligations and duties under the agreement, and except
to the extent otherwise provided by law.

Termination of the Agreement. Each Fund's Current Advisory Agreement and
Proposed Amended Advisory Agreement continues in effect until February 1, 2011,
and from year to year thereafter, so long as such continuance is specifically
approved at least annually by a majority of the Fund's Independent Trustees, and
by either a majority of the outstanding voting securities of the Fund or the
Board of Trustees. The "majority of outstanding voting securities" means the
lesser of (i) 67% or more of the shares of a Fund present at the Meeting, if the
holders of more than 50% of the outstanding shares are present or represented by
proxy, or (ii) more than 50% of the outstanding shares (a "1940 Act Majority").

The Current Advisory Agreements and the Proposed Amended Advisory
Agreements each: (i) may be terminated, without penalty, by a Fund or Janus
Capital on 60 days' written notice; (ii) terminates automatically in the event
of its assignment; and (iii) generally, may not be amended without the approval
by vote of a majority of the Trustees, including a majority of the Independent
Trustees, and, to the extent required by the 1940 Act, the vote of a 1940 Act
Majority.

Additional Information. The date of the Current Advisory Agreements
between Janus Capital and each Fund, the date they were last considered and
reviewed by the Trustees, the date when they were last approved by shareholders
of each Fund, and the reason it was last submitted for shareholder approval are
set forth below:

<Table>
<Caption>
DATE LAST DATE LAST
DATE OF CURRENT CONSIDERED BY SUBMITTED TO
FUND AGREEMENT TRUSTEES SHAREHOLDERS REASON
---- -------------------- ----------------- ------------ ------

Forty Portfolio..... July 1, 2004 as December 11, 2009
amended February 1,
2006 and June 14,
2006
Janus Portfolio..... July 1, 2004 as December 11, 2009
amended February 1,
2006 and June 4,
2006
Overseas Portfolio.. July 1, 2004 as December 11, 2009
amended February 1,
2006 and June 14,
2006
</Table>

The implementation of each Proposed Amended Advisory Agreement for a Fund
is contingent upon shareholder approval of that Fund.

Compensation. Pursuant to its Current Advisory Agreement, each Fund pays
Janus Capital an investment advisory fee for its services, which is calculated
daily and paid monthly. The investment advisory fee paid by each Fund to Janus
Capital under its

Current Advisory Agreement is calculated at an annual fixed rate of 0.64% of a
Fund's average daily net asset value.

Under each Fund's Proposed Amended Advisory Agreement, the advisory fee
paid would consist of an annual base fee and a performance fee adjustment. The
base fee would be the same as the current fixed rate at 0.64%, but would be
subject to an adjustment up or down based on the Fund's performance relative to
its respective benchmark index, as discussed in further detail below.

Proposed Performance Fee Structure. The proposed investment advisory fee
to be paid to Janus Capital by each Fund will consist of two components: (1) a
base fee calculated by applying the current contractual fixed-rate advisory fee
rate of 0.64% to a Fund's average daily net assets during the previous month
("Base Fee Rate"), plus or minus (2) a performance-fee adjustment ("Performance
Adjustment") calculated by applying a variable rate of up to 0.15% (positive or
negative) to the Fund's average daily net assets during the applicable
performance measurement period. The performance measurement period generally
will be the previous 36 months, although no Performance Adjustment will be made
until the Proposed Amended Advisory Agreement has been in effect for at least 12
months for Janus Portfolio; 15 months for Overseas Portfolio; or 18 months for
Forty Portfolio. When the Proposed Amended Advisory Agreement has been in effect
for at least 12 months (15 months for Overseas Portfolio and 18 months for Forty
Portfolio), but less than 36 months, the performance measurement period will be
equal to the time that has elapsed since the Proposed Amended Advisory Agreement
took effect. The Base Fee Rate is calculated and accrued daily. The Performance
Adjustment is calculated monthly in arrears and is accrued evenly each day
throughout the month. The investment advisory fee is paid monthly in arrears.

The Performance Adjustment may result in an increase or decrease in the
investment advisory fee rate paid by a Fund, depending on the investment
performance of the Fund relative to its benchmark index over the performance
measurement period. No Performance Adjustment will be applied unless the
difference between a Fund's investment performance and the investment record of
the Fund's benchmark is 0.50% or greater (positive or negative) during the
applicable performance measurement period. Because the Performance Adjustment is
tied to a Fund's performance relative to its benchmark index (and not its
absolute performance), the Performance Adjustment could increase Janus Capital's
fee even if the Fund's shares lose value during the performance measurement
period, and could decrease Janus Capital's fee even if the Fund's shares
increase in value during the performance measurement period. For purposes of
computing the Base Fee Rate and the Performance Adjustment, net assets will be
averaged over different periods (average daily net assets during the previous
month for the Base Fee Rate, versus average daily net assets during the
performance measurement period for the Performance Adjustment). Performance of a
Fund is calculated net of expenses, whereas a Fund's benchmark index does not
have any fees or expenses. Reinvestment of dividends and distributions are
included in calculating the performance of both the Fund and its benchmark
index.

The investment performance of a Fund's Service Shares ("Service Shares")
for the performance measurement period will be used to calculate the Performance
Adjustment. After Janus Capital determines whether a particular Fund's
performance was above or below its benchmark index by comparing the investment
performance of the Fund's Service Shares against the investment record of that
Fund's benchmark index, Janus Capital will apply the same Performance Adjustment
(positive or negative) across each other class of shares of the Fund.

The Trustees may determine that a class of shares of the Fund other than
Service Shares is the most appropriate for use in calculating the Performance
Adjustment. If a different class of shares is substituted in calculating the
Performance Adjustment, the use of that successor class of shares may apply to
the entire performance measurement period so long as the successor class was
outstanding at the beginning of such period. If the successor class of shares
was not outstanding for all or a portion of the performance measurement period,
it may only be used in calculating that portion of the Performance Adjustment
attributable to the period during which the successor class was outstanding, and
any prior portion of the performance measurement period would be calculated
using the class of shares previously designated. Any change to the class of
shares used to calculate the Performance Adjustment is subject to applicable
law. The Trustees would notify you of any such change.

Each Fund's benchmark index is identified below. The Trustees may from time
to time determine that another securities index is a more appropriate benchmark
index for purposes of evaluating the performance of that Fund. In that event,
the Trustees will approve the substitution of a successor index for the Fund's
benchmark index. However, the calculation of the Performance Adjustment for any
portion of the performance measurement period prior to the adoption of the
successor index will still be based upon the Fund's performance compared to its
former benchmark index. Any change to a Fund's benchmark index for purposes of
calculating the Performance Adjustment is subject to applicable law. It is
currently the position of the Staff of the SEC that any changes to a Fund's
benchmark index will require shareholder approval. If there is a change in the
Staff's position, the Trustees intend to notify shareholders if they determine
that a change in a Fund's benchmark index is appropriate.

While it is not possible to predict the effect of the Performance
Adjustment on future overall compensation to Janus Capital since it will depend
on the performance of each Fund relative to the record of its benchmark index
and future changes to the size of each Fund, below is information to help you
evaluate the potential impact of this change.

If the average daily net assets of a Fund remain constant during a 36-month
performance measurement period, current net assets will be the same as average
net assets over the performance measurement period, and the maximum Performance
Adjustment will be equivalent to 0.15% of current net assets. When current net
assets vary from average net assets over the 36-month performance measurement
period, the Performance Adjustment, as a percentage of current assets, may vary
significantly, including at a rate more or less than 0.15%, depending upon
whether the net assets of the Fund had been increasing or decreasing (and the
amount of such increase or decrease)

during the performance measurement period. Note that if net assets for a Fund
were increasing during the performance measurement period, the total performance
fee paid, measured in dollars, would be more than if that Fund had not increased
its net assets during the performance measurement period.

Suppose, for example, that the Performance Adjustment was being computed
after the assets of a Fund had been shrinking. Applying the monthly Base Fee
Rate of 1/12(th) of 0.64% of average daily net assets during the previous month,
assume that average daily net assets during the 36-month performance measurement
period were $500 million, but that average daily net assets during the preceding
month were just $200 million.

The Base Fee Rate would be computed as follows:

$200 million x 0.64% / 12 = $106,667

If the Fund outperformed or underperformed its benchmark index by an amount
which triggered the maximum Performance Adjustment, the Performance Adjustment
would be computed as follows:

$500 million x 0.15% / 12 = $62,500, which is approximately 1/12th of
0.375% of $200 million.

If the Fund had outperformed its benchmark index, the advisory fee rate for
that month would be a Base Fee Rate of $106,667, plus a Performance Adjustment
of $62,500, for a total fee of $169,167, which is approximately 1/12th of 1.01%
of $200 million.

If the Fund had underperformed its benchmark index, the advisory fee rate
for that month would be a Base Fee Rate of $106,667, minus a Performance
Adjustment of $62,500, for a total fee of $44,167, which is approximately 1/12th
of 0.26% of $200 million.

Therefore, the total advisory fee rate for that month, as a percentage of
average net assets during the preceding month, would be approximately 1/12th of
1.01% in the case of outperformance, or approximately 1/12th of 0.26% in the
case of underperformance. Under extreme circumstances involving underperformance
by a rapidly shrinking Fund, the dollar amount of the Performance Adjustment
could be more than the dollar amount of the Base Fee Rate. In such
circumstances, Janus Capital would reimburse the Fund.

By contrast, the Performance Adjustment would be a smaller percentage of
current assets if the net assets of the Fund were increasing during the
performance measurement period. Suppose, for example, that the Performance
Adjustment was being computed after the assets of the Fund had been growing.
Assume its average daily net assets during the 36-month performance measurement
period were $500 million, but that average daily net assets during the preceding
month were $800 million.

The Base Fee Rate would be computed as follows:

$800 million x 0.64% / 12 = $426,667

If the Fund outperformed or underperformed its benchmark index by an amount
which triggered the maximum Performance Adjustment, the Performance Adjustment
would be computed as follows:

$500 million x 0.15% / 12 = $62,500, which is approximately 1/12th of
0.094% of $800 million.

If the Fund had outperformed its benchmark index, the advisory fee rate for
that month would be a Base Fee Rate of $426,667, plus a Performance Adjustment
of $62,500, for a total fee of $489,167, which is approximately 1/12th of 0.73%
of $800 million.

If the Fund had underperformed its benchmark index, the advisory fee rate
for that month would be a Base Fee Rate of $426,667, minus a Performance
Adjustment of $62,500, for a total fee of $364,167, which is approximately
1/12th of 0.55% of $800 million.

Therefore, the total advisory fee rate for that month, as a percentage of
average net assets during the preceding month, would be approximately 1/12th of
0.73% in the case of outperformance, or approximately 1/12th of 0.55% in the
case of underperformance.

If approved for a Fund, the Proposed Amended Advisory Agreement, including
the performance-based advisory fee structure, described in this Proposal is
expected to become effective on or about [July 1, 2010]. However, as noted
above, no Performance Adjustment will be made until the Proposed Amended
Advisory Agreement has been in effect for at least 12 months in the case of
Janus Portfolio; 15 months in the case of Overseas Portfolio; or 18 months in
the case of Forty Portfolio. Until such time, only the Fund's Base Fee Rate will
apply.

The proposed Base Fee Rate for each Fund (which is the same as the current
annual investment advisory fee rate paid by each Fund to Janus Capital) and each
Fund's benchmark index are shown in the following table:

<Table>
<Caption>
BASE FEE RATE
FUND BENCHMARK INDEX (ANNUAL FEE RATE)
---- ----------------------------------------- -----------------

Forty Portfolio........ Russell 1000(R) Growth Index(1) 0.64%
Janus Portfolio........ Russell 1000(R) Growth Index(1) 0.64%
Overseas Portfolio..... MSCI All Country World ex-U.S. IndexSM(2) 0.64%
</Table>

--------

(1) The Russell 1000(R) Growth Index measures the performance of those Russell
1000(R) companies with higher price-to-book ratios and higher forecasted
growth values.
(2) The Morgan Stanley Capital International (MSCI) All Country World ex-U.S.
Index(SM) is an unmanaged, free float-adjusted, market capitalization
weighted index composed of stocks of companies located in countries
throughout the world, excluding the United States. It is designed to measure
equity market performance in global developed and emerging markets outside
the United States. The index includes reinvestment of dividends, net of
foreign withholding taxes.

COMPARISON OF CURRENT AND PRO FORMA ADVISORY FEES DURING THE PREVIOUS FISCAL
YEAR

The following table shows: (1) the dollar amount of the actual advisory
fees paid by each Fund for the fiscal year ended December 31, 2009; (2) the
dollar amount of the pro forma advisory fees that would have been paid by each
Fund if the proposed performance-based fee structure had been in effect during
such fiscal year; and (3) for each Fund, the difference between (i) the amount
of the pro forma advisory fees that would have been paid under the performance-
based fee structure and (ii) the amount of the actual advisory fees paid
expressed as a percentage of the actual advisory fees' amount. Such percentage
difference is positive when the amount of the pro forma advisory fees would have
been larger than the amount of the actual advisory fees paid by a Fund, and
negative when the amount of the pro forma advisory fees would have been smaller
than the amount of the actual advisory fees paid by a Fund. For purposes of pro
forma calculations, it is assumed that the Performance Adjustment would have
been in effect during the entire fiscal year ended December 31, 2009 and that it
would have been calculated over the full preceding 36-month performance
measurement period. No fee waivers are in effect during any of the periods
noted.

<Table>
<Caption>
ACTUAL ADVISORY FEES PRO FORMA ADVISORY FEES
------------------------------------- --------------------------------------
ACTUAL ACTUAL PRO FORMA PRO FORMA DIFFERENCE
ADVISORY ADVISORY ADVISORY ADVISORY FEE BETWEEN
FEE BEFORE FEE AFTER FEE BEFORE PRO FORMA AFTER PRO FORMA
WAIVER WAIVER WAIVER WAIVER* WAIVER* WAIVER* AND ACTUAL
FUND ($) (000'S) ($) (000'S) ($) (000'S) ($) (000'S) ($) (000'S) ($) (000'S) ADVISORY FEE
---- ----------- ----------- ----------- ----------- ----------- ------------ ------------

Forty Portfolio.... 6,408 N/A 6,408 7,446 N/A 7,446 16.19%
Janus Portfolio.... 12,199 N/A 12,199 12,198 N/A 12,198 -0.01%
Overseas
Portfolio........ 11,715 N/A 11,715 14,671 N/A 14,671 25.23%
</Table>

--------

* As described below in this Proxy Statement, any Performance Adjustment
included in calculating the Pro Forma Advisory Fees for each Fund is based
on the investment performance of the Fund's Service Shares versus the Fund's
benchmark index over the 36-month period ended December 31, 2009.

2.a. FORTY PORTFOLIO

HYPOTHETICAL EXAMPLE

The following hypothetical examples illustrate the application of the
Performance Adjustment for Forty Portfolio. The examples assume that the average
daily net assets of the Fund remain constant during a 36-month performance
measurement period. The Performance Adjustment would be a smaller percentage of
current assets if the net assets of the Fund were increasing during the
performance measurement period, and a greater percentage of current assets if
the net assets of the Fund were decreasing during the performance measurement
period. All numbers in the examples are rounded to the nearest hundredth
percent. The net assets of the Fund as of the fiscal years ended December 31,
2008 and December 31, 2009 were $827,195,677 and $1,222,490,446, respectively.

The monthly maximum positive or negative Performance Adjustment of 1/12th
of 0.15% of average net assets during the prior 36 months occurs if the Fund
outperforms or underperforms its benchmark index by 8.50% over the same period.
The Performance Adjustment is made in even increments for every 0.50% difference
in the investment performance of the Fund's Service Shares compared to the
investment record of the Russell 1000(R) Growth Index.

EXAMPLE 1: FUND OUTPERFORMS ITS BENCHMARK BY 8.50%

If the Fund has outperformed the Russell 1000(R) Growth Index by 8.50%
during the preceding 36 months, the Fund would calculate the investment advisory
fee as follows:

<Table>
<Caption>
TOTAL ADVISORY FEE RATE
BASE FEE RATE PERFORMANCE ADJUSTMENT RATE FOR THAT MONTH
------------- --------------------------- -----------------------

1/12(th) of 0.64% 1/12(th) of 0.15% 1/12(th) of 0.79%
</Table>

EXAMPLE 2: FUND PERFORMANCE TRACKS ITS BENCHMARK

If Fund performance has tracked the performance of the Russell 1000(R)
Growth Index during the preceding 36 months, the Fund would calculate the
investment advisory fee as follows:

<Table>
<Caption>
TOTAL ADVISORY FEE RATE
BASE FEE RATE PERFORMANCE ADJUSTMENT RATE FOR THAT MONTH
------------- --------------------------- -----------------------

1/12(th) of 0.64% 0.00% 1/12(th) of 0.64%
</Table>

EXAMPLE 3: FUND UNDERPERFORMS ITS BENCHMARK BY 8.50%

If the Fund has underperformed the Russell 1000(R) Growth Index by 8.50%
during the preceding 36 months, the Fund would calculate the investment advisory
fee as follows:

<Table>
<Caption>
TOTAL ADVISORY FEE RATE
BASE FEE RATE PERFORMANCE ADJUSTMENT RATE FOR THAT MONTH
------------- --------------------------- -----------------------

1/12(th) of 0.64% 1/12(th) of - 0.15% 1/12(th) of 0.49%
</Table>

COMPARISON OF CURRENT AND PRO FORMA EXPENSES

The following tables describe the shareholder fees and annual fund
operating expenses that you may pay if you buy and hold shares of the Fund under
the current fee structure and proposed performance-based fee structure. No fee
waivers are in effect so all numbers are shown gross of expenses. For purposes
of pro forma calculations, it is assumed that the Performance Adjustment would
have been in effect during the entire fiscal year ended December 31, 2009, and
that it would have been calculated over a full 36-month performance measurement
period. The fees and expenses shown were determined based upon average net
assets as of the fiscal year ended December 31, 2009. For the 36-month period
ended December 31, 2009, the Fund outperformed the Russell 1000(R) Growth Index
and the fiscal year-end average daily net assets were lower

than the trailing 36-month average daily net assets, resulting in the pro forma
management fee shown in the Annual Fund Operating Expenses table below.

Shareholder fees are those paid directly from your investment and may
include sales loads, redemption fees or exchange fees. The Fund is a no-load
investment, so you will generally not pay any shareholder fees when you buy or
sell shares of the Fund. However, each variable insurance contract involves fees
and expenses not described herein. See your contract prospectus for information
regarding contract fees and expenses, and any restrictions on purchases or
allocations.

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 examples show, these costs are borne indirectly by all
shareholders.

The tables and examples provided below are designed to assist participants
in qualified plans that invest in shares of the Fund in understanding the fees
and expenses that you may pay as an investor in the Fund. THE TABLES AND
EXAMPLES DO NOT REFLECT DEDUCTIONS AT THE SEPARATE ACCOUNT LEVEL FOR ANY CHANGES
THAT MAY BE INCURRED UNDER A CONTRACT. INCLUSION OF THESE CHARGES WOULD INCREASE
THE FEES AND EXPENSES DESCRIBED BELOW.

SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)

<Table>
<Caption>
SERVICE INSTITUTIONAL
SHARES SHARES
------- -------------
(CURRENT AND PRO FORMA STRUCTURE)

Maximum Sales Charge (Load) Imposed on Purchases
(as a % of offering price)........................... None None
Redemption Fee......................................... None None
Exchange Fee........................................... None None
</Table>

ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)(1)

<Table>
<Caption>
TOTAL
ANNUAL
FUND
MANAGEMENT DISTRIBUTION OTHER OPERATING
FEE(2) (12b-1) FEES(3) EXPENSES(4) EXPENSES
---------- --------------- ----------- ---------

FORTY PORTFOLIO
Service Shares
Current............... 0.64% 0.25% 0.04% 0.93%
Pro Forma............. 0.74% 0.25% 0.04% 1.03%
Institutional Shares
Current............... 0.64% N/A 0.04% 0.68%
Pro Forma............. 0.74% N/A 0.04% 0.78%
</Table>

EXAMPLES:

THE FOLLOWING EXAMPLES ARE BASED ON EXPENSES AS SHOWN IN THE TABLES
ABOVE. These examples are intended to help you compare the cost of investing in
the Fund, under both the current fee structure and the proposed fee structure,
with the cost of investing in other mutual funds. The examples assume that you
invest $10,000 in the Fund for the time periods indicated, reinvest all
dividends and distributions, and then redeem all of your shares at the end of
each period. Since no sales load applies, the results apply whether or not you
redeem your shares at the end of the periods shown below. The examples also
assume that your investment has a 5% return each year and that the Fund's
operating expenses remain the same. The pro forma calculations assume that the
Performance Adjustment had been in effect for a 36-month period as of the end of
the last fiscal year (December 31, 2009). 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
------ ------- ------- --------

FORTY PORTFOLIO
Service Shares
Current........................ $ 95 $296 $515 $1,143
Pro Forma(*)................... 105 328 569 1,259
Institutional Shares
Current........................ 69 218 379 847
Pro Forma(*)................... 80 249 433 966
</Table>

--------

(1) All expenses are shown without the effect of expense offset arrangements.
Pursuant to such arrangements, credits realized as a result of uninvested
cash balances are used to reduce custodian and transfer agent expenses.
(2) The "Management Fee" is the investment advisory fee rate paid by the Fund to
Janus Capital. Any Performance Adjustment included in calculating the Pro
Forma Management Fee as shown is based on the investment performance of the
Fund's Service Shares versus the Russell 1000(R) Growth Index over the 36-
month period ended December 31, 2009. Once the Performance Adjustment is
determined, it is applied across each other class of shares of the Fund.
(3) Because the 12b-1 fee is charged as an ongoing fee, over time the fee will
increase the cost of your investment and may cost you more than paying other
types of sales charges.
(4) "Other Expenses" include acquired fund fees and expenses. "Acquired Fund"
means any underlying fund (including, but not limited to, exchange-traded
funds) in which a Portfolio invests or has invested during the period. Total
Annual Fund Operating Expenses shown may not correlate to the Fund's "ratio
of gross expenses to average net assets" appearing in the Fund's financial
statements, which reflect the operating expenses of the Fund and does not
include Acquired Fund fees and expenses. Amounts less than 0.01%, if
applicable, are included in Other Expenses.
* The Pro Forma numbers shown include a pro forma management fee calculated as
described in the text and related footnotes that accompany the fee table
above.

2.b. JANUS PORTFOLIO

HYPOTHETICAL EXAMPLE

The following hypothetical examples illustrate the application of the
Performance Adjustment for Janus Portfolio. The examples assume that the average
daily net assets of the Fund remain constant during a 36-month performance
measurement period. The Performance Adjustment would be a smaller percentage of
current assets if the net assets of the Fund were increasing during the
performance measurement period, and a greater percentage of current assets if
the net assets of the Fund were decreasing during the performance measurement
period. All numbers in the examples are rounded to the nearest hundredth
percent. The net assets of the Fund as of the fiscal years ended December 31,
2008 and December 31, 2009 were $1,505,286,603 and $2,488,816,223, respectively.

The monthly maximum positive or negative Performance Adjustment of 1/12th
of 0.15% of average net assets during the prior 36 months occurs if the Fund
outperforms or underperforms its benchmark index by 4.00% over the same period.
The Performance Adjustment is made in even increments for every 0.50% difference
in the investment performance of the Fund's Service Shares compared to the
investment record of the Russell 1000(R) Growth Index.

EXAMPLE 1: FUND OUTPERFORMS ITS BENCHMARK BY 4.00%

If the Fund has outperformed the Russell 1000(R) Growth Index by 4.00%
during the preceding 36 months, the Fund would calculate the investment advisory
fee as follows:

<Table>
<Caption>
TOTAL ADVISORY FEE RATE
BASE FEE RATE PERFORMANCE ADJUSTMENT RATE FOR THAT MONTH
------------- --------------------------- -----------------------

1/12(th) of 0.64% 1/12(th) of 0.15% 1/12(th) of 0.79%
</Table>

EXAMPLE 2: FUND PERFORMANCE TRACKS ITS BENCHMARK

If Fund performance has tracked the performance of the Russell 1000(R)
Growth Index during the preceding 36 months, the Fund would calculate the
investment advisory fee as follows:

<Table>
<Caption>
TOTAL ADVISORY FEE RATE
BASE FEE RATE PERFORMANCE ADJUSTMENT RATE FOR THAT MONTH
------------- --------------------------- -----------------------

1/12(th) of 0.64% 0.00% 1/12(th) of 0.64%
</Table>

EXAMPLE 3: FUND PERFORMANCE UNDERPERFORMS ITS BENCHMARK BY 4.00%

If the Fund has underperformed the Russell 1000(R) Growth Index by 4.00%
during the preceding 36 months, the Fund would calculate the investment advisory
fee as follows:

<Table>
<Caption>
TOTAL ADVISORY FEE RATE
BASE FEE RATE PERFORMANCE ADJUSTMENT RATE FOR THAT MONTH
------------- --------------------------- -----------------------

1/12(th) of 0.64% 1/12(th) of -0.15% 1/12(th) of 0.49%
</Table>

COMPARISON OF CURRENT AND PRO FORMA EXPENSES

The following tables describe the shareholder fees and annual fund
operating expenses that you may pay if you buy and hold shares of the Fund under
the current fee structure and proposed performance-based fee structure. No fee
waivers are in effect so all numbers are shown gross of expenses. For purposes
of pro forma calculations, it is assumed that the Performance Adjustment would
have been in effect during the entire fiscal year ended December 31, 2009, and
that it would have been calculated over a full 36-month performance measurement
period. The fees and expenses shown were determined based upon average net
assets as of the fiscal year ended December 31, 2009. For the 36-month period
ended December 31, 2009, the Fund underperformed the Russell 1000(R) Growth
Index and the fiscal year-end average daily net assets were higher than the
trailing 36-month average daily net assets, resulting in the pro forma
management fee shown in the Annual Fund Operating Expenses table below.

SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)

<Table>
<Caption>
SERVICE INSTITUTIONAL
SHARES SHARES
------- -------------
(CURRENT AND PRO FORMA STRUCTURE)

ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)(1)

<Table>
<Caption>
TOTAL
ANNUAL
DISTRIBUTION FUND
MANAGEMENT (12b-1) OTHER OPERATING
FEE(2) FEES(3) EXPENSES(4) EXPENSES
---------- ------------ ----------- ---------

JANUS PORTFOLIO
Service Shares
Current................ 0.64% 0.25% 0.03% 0.92%
Pro Forma.............. 0.64% 0.25% 0.03% 0.92%
Institutional Shares
Current................ 0.64% N/A 0.04% 0.68%
Pro Forma.............. 0.64% N/A 0.04% 0.68%
</Table>

EXAMPLES:

THE FOLLOWING EXAMPLES ARE BASED ON EXPENSES AS SHOWN IN THE TABLES ABOVE.
These examples are intended to help you compare the cost of investing in the
Fund, under both the current fee structure and the proposed fee structure, with
the cost of investing in other mutual funds. The examples assume that you invest
$10,000 in the Fund for the time periods indicated, reinvest all dividends and
distributions, and then redeem all of your shares at the end of each period.
Since no sales load applies, the results apply whether or not you redeem your
shares at the end of the periods shown below. The examples also assume that your
investment has a 5% return each year and that the Fund's operating expenses
remain the same. The pro forma calculations assume that the Performance
Adjustment had been in effect for a 36-month period as of the end of the last
fiscal year (December 31, 2009). 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
------ ------- ------- --------

JANUS PORTFOLIO
Service Shares
Current........................ $94 $293 $509 $1,131
Pro Forma(*)................... 94 293 509 1,131
Institutional Shares
Current........................ 69 218 379 847
Pro Forma(*)................... 69 218 379 847
</Table>

--------

(3) Because the 12b-1 fee is charged as an ongoing fee, over time the fee will
increase the cost of your investment and may cost you more than paying other
types of sales charges.
(4) "Other Expenses" include acquired fund fees and expenses. "Acquired Fund"
means any underlying fund (including, but not limited to, exchange-traded
funds) in which a Portfolio invests or has invested during the period. Total
Annual Fund Operating Expenses shown may not correlate to the Fund's "ratio
of gross expenses to average net assets" appearing in the Fund's financial
statements, which reflect the operating expenses of the Fund and does not
include Acquired Fund fees and expenses. Amounts less than 0.01%, if
applicable, are included in Other Expenses.
* The Pro Forma numbers shown include a pro forma management fee calculated as
described in the text and related footnotes that accompany the fee table
above.

2.c. OVERSEAS PORTFOLIO

HYPOTHETICAL EXAMPLE

The following hypothetical examples illustrate the application of the
Performance Adjustment for Overseas Portfolio. The examples assume that the
average daily net assets of the Fund remain constant during a 36-month
performance measurement period. The Performance Adjustment would be a smaller
percentage of current assets if the net assets of the Fund were increasing
during the performance measurement period, and a greater percentage of current
assets if the net assets of the Fund were decreasing during the performance
measurement period. All numbers in the examples are rounded to the nearest
hundredth percent. The net assets of the Fund as of the fiscal years ended
December 31, 2008 and December 31, 2009 were $1,361,309,107 and $2,326,932,204,
respectively.

The monthly maximum positive or negative Performance Adjustment of 1/12th
of 0.15% of average net assets during the prior 36 months occurs if the Fund
outperforms or underperforms its benchmark index by 7.00% over the same period.
The Performance Adjustment is made in even increments for every 0.50% difference
in the investment performance of the Fund's Service Shares compared to the
investment record of the Morgan Stanley Capital International ("MSCI") All
Country World ex-U.S. Index(SM).

EXAMPLE 1: FUND OUTPERFORMS ITS BENCHMARK BY 7.00%

If the Fund has outperformed the MSCI All Country World ex-U.S. Index(SM)
by 7.00% during the preceding 36 months, the Fund would calculate the investment
advisory fee as follows:

<Table>
<Caption>
TOTAL ADVISORY FEE RATE
BASE FEE RATE PERFORMANCE ADJUSTMENT RATE FOR THAT MONTH
------------- --------------------------- -----------------------

1/12(th) of 0.64% 1/12(th) of 0.15% 1/12(th) of 0.79%
</Table>

EXAMPLE 2: FUND PERFORMANCE TRACKS ITS BENCHMARK

If Fund performance has tracked the performance of the MSCI All Country
World ex-U.S. Index(SM) during the preceding 36 months, the Fund would calculate
the investment advisory fee as follows:

<Table>
<Caption>
TOTAL ADVISORY FEE RATE
BASE FEE RATE PERFORMANCE ADJUSTMENT RATE FOR THAT MONTH
------------- --------------------------- -----------------------

1/12(th) of 0.64% 0.00% 1/12(th) of 0.64%
</Table>

EXAMPLE 3: FUND PERFORMANCE UNDERPERFORMS ITS BENCHMARK BY 7.00%

If the Fund has underperformed the MSCI All Country World ex-U.S. Index(SM)
by 7.00% during the preceding 36 months, the Fund would calculate the investment
advisory fee as follows:

<Table>
<Caption>
TOTAL ADVISORY FEE RATE
BASE FEE RATE PERFORMANCE ADJUSTMENT RATE FOR THAT MONTH
------------- --------------------------- -----------------------

1/12(th) of 0.64% 1/12(th) of -0.15% 1/12(th) of 0.49%
</Table>

COMPARISON OF CURRENT AND PRO FORMA EXPENSES

The following tables describe the shareholder fees and annual fund
operating expenses that you may pay if you buy and hold shares of the Fund under
the current fee structure and proposed performance-based fee structure. No fee
waivers are in effect so all numbers are shown gross of expenses. For purposes
of pro forma calculations, it is assumed that the Performance Adjustment would
have been in effect during the entire fiscal year ended December 31, 2009, and
that it would have been calculated over a full 36-month performance measurement
period. The fees and expenses shown were determined based upon average net
assets as of the fiscal year ended December 31, 2009. For the 36-month period
ended December 31, 2009, the Fund outperformed the MSCI All Country World ex-
U.S. Index(SM) and the fiscal year-end average daily net assets were lower than
the trailing 36-month average daily net assets, resulting in the pro forma
management fee shown in the Annual Fund Operating Expenses table below.

The tables and examples provided below are designed to assist participants
in qualified plans that invest in shares of the Fund in understanding the fees
and expenses

that you may pay as an investor in the Fund. THE TABLES AND EXAMPLES DO NOT
REFLECT DEDUCTIONS AT THE SEPARATE ACCOUNT LEVEL FOR ANY CHANGES THAT MAY BE
INCURRED UNDER A CONTRACT. INCLUSION OF THESE CHARGES WOULD INCREASE THE FEES
AND EXPENSES DESCRIBED BELOW.

SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)

<Table>
<Caption>
SERVICE SHARES SERVICE II SHARES INSTITUTIONAL SHARES
-------------- ----------------- --------------------
(CURRENT AND PRO FORMA STRUCTURE)

Maximum Sales Charge (Load)
Imposed on Purchases (as a
% of offering price)...... None None None
Redemption Fee on Shares
held for 60 days or less
(as a % of amount
redeemed)................. None 1.00%(1) None
</Table>

ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)(2)

<Table>
<Caption>
TOTAL
ANNUAL
DISTRIBUTION FUND
MANAGEMENT (12b-1) OTHER OPERATING
FEE(3) FEES(4) EXPENSES(5) EXPENSES
---------- ------------ ----------- ---------

OVERSEAS PORTFOLIO
Service Shares
Current................ 0.64% 0.25% 0.06% 0.95%
Pro Forma.............. 0.80% 0.25% 0.06% 1.11%
Service II Shares
Current................ 0.64% 0.25% 0.06% 0.95%
Pro Forma.............. 0.80% 0.25% 0.06% 1.11%
Institutional Shares
Current................ 0.64% N/A 0.06% 0.70%
Pro Forma.............. 0.80% N/A 0.06% 0.86%
</Table>

EXAMPLES:

of the last fiscal year (December 31, 2009). 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
------ ------- ------- --------

OVERSEAS PORTFOLIO
Service Shares
Current........................ $ 97 $303 $525 $1,166
Pro Forma(*)................... 113 353 612 1,352
Service II Shares
Current........................ 97 303 525 1,166
Pro Forma(*)................... 113 353 612 1,352
Institutional Shares
Current........................ 72 224 390 871
Pro Forma(*)................... 88 274 477 1,061
</Table>

--------

(1) A redemption fee of 1.00% applies to interest held in a separate account or
qualified plan for 60 days or less. The redemption fee may be waived in
certain circumstances, as described in the Shareholder's Guide in the Fund's
Prospectus.
(2) All expenses are shown without the effect of expense offset arrangements.
Pursuant to such arrangements, credits realized as a result of uninvested
cash balances are used to reduce custodian and transfer agent expenses.
(3) The "Management Fee" is the investment advisory fee rate paid by the Fund to
Janus Capital. Any Performance Adjustment included in calculating the Pro
Forma Management Fee as shown is based on the investment performance of the
Fund's Service Shares versus the MSCI All Country World ex-U.S. Index(SM)
Index over the 36-month period ended December 31, 2009. Once the Performance
Adjustment is determined, it is applied across each other class of shares of
the Fund.
(4) Because the 12b-1 fee is charged as an ongoing fee, over time the fee will
increase the cost of your investment and may cost you more than paying other
types of sales charges.
(5) "Other Expenses" include acquired fund fees and expenses. "Acquired Fund"
means any underlying fund (including, but not limited to, exchange-traded
funds) in which a Portfolio invests or has invested during the period. Total
Annual Fund Operating Expenses shown may not correlate to the Fund's "ratio
of gross expenses to average net assets" appearing in the Fund's financial
statements, which reflect the operating expenses of the Fund and does not
include Acquired Fund fees and expenses. Amounts less than 0.01%, if
applicable, are included in Other Expenses.
* The Pro Forma numbers shown include a pro forma management fee calculated as
described in the text and related footnotes that accompany the fee table
above.

REQUIRED VOTE

Approval of each Proposed Amended Advisory Agreement requires the
affirmative vote of a 1940 Act Majority of the Fund to which it applies. If
shareholders of a Fund do not approve the proposal applicable to their Fund, the
Current Advisory Agreement for that Fund will remain in effect and the Board of
Trustees will take such further action as it deems to be in the best interest of
the Fund and its shareholders.

THE INDEPENDENT TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMEND THAT YOU VOTE "FOR"
APPROVAL OF THE PROPOSED AMENDED ADVISORY AGREEMENT FOR YOUR FUND.

FUND SERVICE PROVIDERS

ADMINISTRATOR. Janus Capital serves as administrator to the Funds,
performing internal accounting, recordkeeping, blue sky monitoring and
registration functions of the Funds. Janus Capital may be reimbursed by the
Funds for certain administrative and clerical functions it provides to the
Funds, as well as for reasonable costs it incurs in performing certain
functions. Janus Capital intends to continue to provide the same administrative
services after implementation of the proposed amended advisory agreements
(discussed in Proposal 2).

DISTRIBUTOR. Janus Distributors, a wholly-owned subsidiary of Janus
Capital, located at 151 Detroit Street, Denver, Colorado 80206, serves as
distributor of the Funds pursuant to an Amended and Restated Distribution
Agreement between the Trust and Janus Distributors. According to plans adopted
pursuant to Rule 12b-1 under the 1940 Act for Service Shares and Service II
Shares, Janus Distributors receives a 12b-1 distribution fee from Service Shares
and Service II Shares at the annual rate of up to 0.25% of the average daily net
assets of such shares in each Fund, as applicable. Janus Distributors uses the
payments to pay insurance companies and qualified service providers for
distribution and/or administrative services provided by such service providers.
Janus Distributors may retain some or all of the fee it receives from each class
of shares or may pass it through to financial intermediaries in payment for
distribution and/or administrative services. Janus Distributors intends to
continue to provide the same services after implementation of the proposed
amended advisory agreements (discussed in Proposal 2).

Fees paid by Service Shares and Service II Shares of each Fund offering
such shares for the fiscal year ended December 31, 2009 are shown in the table
below.

<Table>
<Caption>
FEES PAID TO JANUS DISTRIBUTORS FOR
FISCAL YEAR ENDED DECEMBER 31, 2009
------------------------------------
SERVICE SHARES SERVICE II SHARES
FUND ($) (000'S) ($) (000'S)
---- -------------- -----------------

Balanced Portfolio..................... 1,357 N/A
Enterprise Portfolio................... 752 N/A
Flexible Bond Portfolio................ 71 N/A
Forty Portfolio........................ 1,633 N/A
Global Life Sciences Portfolio......... 50 N/A
Global Technology Portfolio............ 254 48
Growth and Income Portfolio............ 72 N/A
Janus Portfolio........................ 3,128 N/A
Mid Cap Value Portfolio................ 146 N/A
Research Core Portfolio................ 5 N/A
Risk-Managed Core Portfolio............ 71 N/A
Overseas Portfolio..................... 3128 911
Worldwide Portfolio.................... 399 -N/A
</Table>

TRANSFER AGENT. Janus Services, P.O. Box 173375, Denver, Colorado 80207-
3375, a wholly-owned subsidiary of Janus Capital, serves as each Fund's transfer
agent pursuant to an Amended and Restated Transfer Agency Agreement ("Transfer
Agency Agreement") between Janus Services and the Trust. Janus Services provides
certain other administrative, recordkeeping, and shareholder relations services
for the Funds. Janus Services is not compensated for its services related to the
Funds, except for out-of-pocket costs. Pursuant to the Transfer Agency
Agreement, each class of each Fund reimburses Janus Services for out-of-pocket
expenses incurred by Janus Services in connection with services rendered. Janus
Services may receive from Risk-Managed Core Portfolio and Mid Cap Value
Portfolio a fee at an annual rate of up to 0.10% of the average daily net assets
of the Service Shares of each of these Portfolios, to compensate Janus Services
for providing, or arranging for the provision of record keeping, subaccounting,
and administrative services to retirement or pension plan participants, variable
contract owners, or other underlying investors investing through institutional
channels. Janus Services intends to continue to provide the same services after
implementation of the Proposed Amended Advisory Agreements (discussed in
Proposal 2).

For the fiscal year ended December 31, 2009, the total administrative
services fee amounts paid by Service Shares of the Portfolios to Janus Services
are summarized below:

<Table>
<Caption>
FEES PAID TO JANUS SERVICES
FOR FISCAL YEAR ENDED
DECEMBER 31, 2009
FUND NAME ($) (000'S)
--------- ---------------------------

Risk-Managed Core Portfolio Service Shares.. 29
Mid Cap Value Portfolio Service Shares...... 58
</Table>

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Based on the Audit Committee's recommendation, the Board of Trustees, all
of whom are Independent Trustees, selected PricewaterhouseCoopers LLP ("PWC") as
the Trust's independent registered public accounting firm during the Trust's
current fiscal year. In accordance with Independence Standards Board Standard
No. 1 ("ISB No. 1"), PWC has confirmed to the Trust's Audit Committee that it is
an independent registered accounting firm with respect to the Funds.
Representatives of PWC will be available at the Meeting to answer appropriate
questions concerning the Trust's financial statements and will have an
opportunity to make a statement if they so choose.

As the independent registered public accounting firm for the Trust, PWC
performs audit services for the Trust, including the audit of the Trust's annual
financial statements, reviews of the Trust's annual reports, semiannual reports,
quarterly portfolio holdings reports and registration statement amendments. PWC
may also provide other audit-related, non-audit and tax-related services to the
Funds.

The Trust's Audit Committee must pre-approve all audit and non-audit
services provided by PWC to the Funds. The Trust's Audit Committee has adopted
policies and procedures to, among other purposes, provide a framework for the
Audit Committee's

consideration of any non-audit services provided by PWC. The policies and
procedures require that any audit and non-audit services provided to the Funds
by PWC and any non-audit service provided by PWC to Janus Capital and entities
controlling, controlled by, or under common control with Janus Capital that
provide ongoing services to the Funds (collectively, "Fund Service Providers")
that relate directly to the operations and financial reporting of a Fund
("Covered Services") are subject to approval by the Audit Committee before such
service is provided. The Chairman of the Audit Committee (or, in his absence,
any Audit Committee member) is authorized to grant such pre-approval in the
interim between regularly scheduled meetings of the Audit Committee. In such
case, the Chairman must report the pre-approval to the Audit Committee no later
than its next meeting.

Pre-approval of non-audit services provided by PWC to the Trust and Fund
Service Providers is not required if: (i) the services were not recognized by
Janus Capital at the time of the engagement as non-audit services; (ii) for non-
audit services provided to the Trust, the aggregate fees paid for all such non-
audit services provided to the Trust are no more than 5% of the total fees paid
by the Trust to the independent auditor during the fiscal year in which the non-
audit services are provided; (iii) for non-audit services provided to Fund
Service Providers, the aggregate fees for all such non-audit services provided
are no more than 5% of the total fees paid by the Trust and Fund Service
Provides during the fiscal year of the Trust in which the non-audit services are
provided; and (iv) such services are promptly brought to the attention of the
Audit Committee by Janus Capital, and the Audit Committee or its delegate
approves them prior to the completion of the audit (the "de minimis exception").

In circumstances where the Trust's Audit Committee did not pre-approve
certain non-audit services that were rendered by PWC to any Fund Service
Provider that did not relate directly to the operations and financial reporting
of a Janus fund ("Non-Covered Service"), the Trust's Audit Committee will
consider whether the provision of the such non-audit service by PWC is
compatible with maintaining PWC's independence in auditing the Funds, taking
into account representations from PWC, in accordance with ISB No. 1, regarding
its independence from the Funds and their related entities. There were no non-
audit services provided to a Fund Service Provider by PWC that were not pre-
approved by the Audit Committee.

Audit Fees. In each of the fiscal years ended December 31, 2009 and
December 31, 2008, the aggregate Audit Fees billed by PWC for professional
services rendered for the audits of the financial statements of each Fund, or
services that are normally provided by PWC in connection with statutory and
regulatory filings or engagements for those fiscal years for the Trust, are
shown in the table below.

<Table>
<Caption>
2009(A) 2008(A)
------- --------

$363,463
</Table>

--------

(A) Aggregate amounts may reflect rounding.

Audit-Related Fees. In each of the fiscal years ended December 31, 2009
and December 31, 2008, there were no Audit-Related Fees billed by PWC for
services

rendered for assurance and related services to each Fund that are reasonably
related to the performance of the audit or review of the Funds' financial
statements, but not reported as Audit Fees.

In each of the fiscal years ended December 31, 2009 and December 31, 2008,
the aggregate Audit-Related Fees that were billed by PWC that were required to
be approved by the Audit Committee for services rendered on behalf of the Fund
Service Providers for assurance and related services that relate directly to the
operations of the Audit or review of the Funds' financial statements, but not
reported as Audit Fees, are shown in the table below.

<Table>
<Caption>
2009(A) 2008(A)
------- --------

$339,818
</Table>

--------

(A) Aggregate amounts may reflect rounding.

Fees included in the audit-related category consist of assurance and
related services (e.g., due diligence services) that are traditionally performed
by the independent registered public accounting firm. These audit-related
services include due diligence related to mergers and acquisitions and
semiannual financial statement disclosure review.

No amounts were approved by the Audit Committee pursuant to the de minimis
exception for the fiscal years ended December 31, 2009 and December 31, 2008 for
the Trust. There were no amounts that were required to be approved by the Audit
Committee pursuant to the de minimis exception for the fiscal years ended
December 31, 2009 and December 31, 2008 for the Trust, on behalf of the Fund
Service Providers, that relate directly to the operations and financial
reporting of each Fund.

Tax Fees. In each of the fiscal years ended December 31, 2009 and December
31, 2008, the aggregate Tax Fees billed by PWC for professional services
rendered for tax compliance, tax advice, corporate actions review, and tax
planning for the Funds are shown in the table below.

<Table>
<Caption>
2009(A) 2008(A)
------- -------

$81,875
</Table>

--------

(A) Aggregate amounts may reflect rounding.

In each of the fiscal years ended December 31, 2009 and December 31, 2008,
the aggregate Tax Fees billed by PWC that were required to be approved by the
Audit Committee for professional services rendered on behalf of the Fund Service
Providers for tax compliance, tax advice, and tax planning that relate directly
to the operations and financial reporting of the Funds are shown in the table
below.

<Table>
<Caption>
2009(A) 2008(A)
------- -------

$0
</Table>

--------

(A) Aggregate amounts may reflect rounding.

Fees included in the Tax Fees category consist of all services performed by
professional staff of PWC's tax division, except those services related to the
audit. Typically, this category includes fees for tax compliance, tax planning,
and tax advice. Tax fees include amounts for tax advice related to mergers and
acquisitions and requests for ruling or technical advice from taxing
authorities.

All Other Fees. In each of the fiscal years ended December 31, 2009 and
December 31, 2008, there were no Other Fees billed by PWC for other non-audit
services rendered to the Funds.

In each of the fiscal years ended December 31, 2009 and December 31, 2008,
there were no Other Fees billed by PWC that were required to be approved by the
Audit Committee for other non-audit services rendered on behalf of the Fund
Service Providers that relate directly to the operations and financial reporting
of the Funds.

No amounts were approved by the Audit Committee pursuant to the de minimis
exceptions for the fiscal years ended December 31, 2009 and December 31, 2008
for the Trust. There were no amounts that were required to be approved by the
Audit Committee pursuant to the de minimis exception for the fiscal years ended
December 31, 2009 and December 31, 2008 for the Trust, on behalf of the Fund
Service Providers that relate directly to the operations and financial reporting
of each Fund.

For the fiscal years ended December 31, 2009 and December 31, 2008 for the
Trust, the aggregate fees billed by PWC of $ and $0, respectively, for non-
audit services rendered on behalf of the Funds, Janus Capital and Fund Service
Providers relating to Covered and Non-Covered Services are shown in the table
below.

<Table>
<Caption>
2009(A) 2008(A)
--------------------- ----------------------
COVERED NON-COVERED COVERED NON-COVERED
SERVICES SERVICES SERVICES SERVICES
-------- ----------- -------- -----------

$0 $0
</Table>

--------

(A) Aggregate amounts may reflect rounding.

ADDITIONAL INFORMATION ABOUT THE MEETING

QUORUM AND VOTING

Shareholders are entitled to one vote for each whole dollar and a
proportionate fractional vote for each fractional dollar of net asset value of
shares held in such shareholder's name as of the Record Date. If you are not the
owner of record, but are a beneficial owner as a participant in a qualified plan
or a contract owner of a variable

insurance contract, your qualified plan or insurance company may request that
you provide instruction on how to vote the shares you beneficially own. Your
qualified plan or insurance company will provide you with additional
information.

One-third of the outstanding shares entitled to vote at the Meeting with
respect to each Fund or the Trust, as applicable, shall be a quorum for the
transaction of business at the Meeting. Any lesser number is sufficient for
adjournments. Quorum with respect to each proposal is described in greater
detail below. In the event that the necessary quorum to transact business or the
vote required to approve a proposal is not obtained at the Meeting with respect
to one or more Funds, the persons named as proxies may propose one or more
adjournments of the Meeting, in accordance with applicable law, to permit
further solicitation of proxies with respect to that proposal. Any such
adjournment as to a proposal will require the affirmative vote of the holders of
a majority of the shares of the applicable Fund, present in person or by proxy
at the Meeting. If a quorum is not present, the persons named as proxies will
vote those proxies for the Fund (excluding broker non-votes and abstentions) in
favor of adjournment if they determine additional solicitation is warranted and
in the interest of shareholders of the Fund.

"Broker non-votes" are shares held by a broker or nominee for which an
executed proxy is received by a Fund, but are not voted because instructions
have not been received from beneficial owners or persons entitled to vote, and
the broker or nominee does not have discretionary voting power. Abstentions and
"broker non-votes" are counted as shares eligible to vote at the Meeting in
determining whether a quorum is present, but do not represent votes cast with
respect to adjournment or a proposal. For purposes of voting on a proposal,
abstentions and "broker non-votes" will not be counted in favor of, but will
have no other effect on Proposal 1, for which the required vote is a plurality
(the greatest number) of votes cast. For Proposals 2.a., 2.b. and 2.c, and
assuming the presence of a quorum, abstentions and "broker non-votes" will have
the effect of a vote against the Proposal. Therefore, if your shares are held
through a broker or other nominee, it is important for you to instruct the
broker or nominee how to vote your shares.

PROPOSAL 1: ELECTION OF TRUSTEES

Shareholders of each Fund will vote together. The presence in person or by
proxy of the holders of record of one-third of the Funds' aggregate total shares
outstanding and entitled to vote constitutes a quorum at the Meeting with
respect to this Proposal.

PROPOSAL 2: APPROVAL OF AMENDED INVESTMENT ADVISORY AGREEMENTS

Shareholders of Forty Portfolio, Janus Portfolio and Overseas Portfolio
will vote separately on Proposal 2 (all classes of a Fund voting together). The
presence in person or by proxy of the holders of record of one-third of each
applicable Fund's shares outstanding and entitled to vote at the Meeting
constitutes a quorum with respect to this Proposal. Approval of the Proposal
will require the affirmative vote of a 1940 Act Majority of a Fund's
shareholders eligible to vote at the Meeting.

SHARE OWNERSHIP

The number of outstanding shares and net assets of each class of each Fund,
as applicable, as of the close of business on the Record Date, is included in
Appendix F to this Proxy Statement

Shares of each Fund are offered for purchase through an insurance contract
of a Participating Insurance Company or through a qualified plan. As of
[ , 2009], all of the outstanding shares of each Fund were owned by
certain insurance company separate accounts and qualified plans. The percentage
ownership of each separate account or qualified plan owning 5% or more of the
outstanding shares of each class of each Fund as of the Record Date is provided
in Appendix G. To the best knowledge of the Trust, as of [ , 2009] no
person beneficially owned more than 5% of the outstanding shares of any class of
a Fund except as stated in Appendix G. To the best knowledge of the Trust,
entities shown as owning 25% or more of a Fund, unless otherwise indicated, are
not the beneficial owners of such shares. None of the qualified plans owned 10%
or more of the shares of the Trust as a whole.

As of the Record Date, the officers and Trustees as a group owned less than
1% of the outstanding shares of each Fund.

SOLICITATION OF PROXIES

The cost of preparing, printing, and mailing the proxy card(s) and this
Proxy Statement, and all other costs incurred with the solicitation of proxies,
including any additional solicitation made by letter, telephone, or otherwise,
will be allocated between Janus Capital and the Funds. Janus Capital will pay
the costs associated with engagement of the solicitor and solicitation of
proxies for the election of Trustees. Solicitation of proxies related to
Proposal 2 will be borne by those Funds voting on that Proposal, pursuant to a
methodology agreed upon by the Trustees and Janus Capital. In addition to
solicitation by mail, officers and representatives of the Trust, officers and
employees of Janus Capital or its affiliates, and certain financial services
firms and their representatives, without extra compensation, or a solicitor, may
conduct additional solicitations personally, by telephone, or by any other means
available.

Janus Capital has engaged [ ], a professional proxy solicitation
firm, to assist in the solicitation of proxies, at an estimated cost of
[$ ], plus [any out-of-pocket] expenses. Among other things, [ ]
will be: (i) required to maintain the confidentiality of all shareholder
information; (ii) prohibited from selling or otherwise disclosing shareholder
information to any third party; and (iii) required to comply with applicable
telemarketing laws.

Insurance companies and qualified plans may be required to forward
soliciting material to the beneficial owners of shares of a Fund and to obtain
authorization for the execution of proxies. For those services, they will be
reimbursed by [Janus Capital or the Funds] for their expenses, to the extent
that [Janus Capital or the Funds would have directly borne those expenses.]

As the Meeting date approaches, certain shareholders whose votes have not
been received may receive telephone calls from a representative of [ ].
Authorization to permit [ ] to execute proxies may be obtained by
telephonic or electronically transmitted instructions from shareholders of each
Fund. Proxies that are obtained telephonically will be recorded in accordance
with the procedures described below. The Funds believe that these procedures are
reasonably designed to ensure that both the identity of the shareholder casting
the vote and the voting instructions of the shareholder are accurately
determined.

In all cases where a telephonic proxy is solicited, the [ ]
representative is required to ask for each shareholder's full name, address and
title (if the shareholder is authorized to act on behalf of an entity, such as a
corporation), and to confirm that the shareholder has received the Proxy
Statement or notice of proxy and proxy card(s) in the mail or electronically. If
the information solicited agrees with the information provided to the
representative, then the representative has the responsibility to explain the
process, read the proposal(s) listed on the proxy card, and ask for the
shareholder's instructions on the proposal(s). Although the representative is
permitted to answer questions about the process, he or she is not permitted to
recommend to the shareholder how to vote. The representative may read any
recommendation set forth in this Proxy Statement. The representative will record
the shareholder's instructions. Within 72 hours, the shareholder will be sent a
confirmation of his or her vote asking the shareholder to call [ ]
immediately if his or her instructions are not accurately reflected in the
confirmation.

Telephone Touch-Tone Voting. Shareholders may provide their voting
instructions through telephone touch-tone voting by following the instructions
on the proxy card(s). Shareholders will have an opportunity to review their
voting instructions and make any necessary changes before submitting their
voting instructions and terminating their telephone call.

Internet Voting. Shareholders may provide their voting instructions
through Internet voting by following the instructions on the proxy card(s).
Shareholders who vote via the Internet, in addition to confirming their voting
instructions prior to submission and terminating their Internet session, will,
upon request, receive an e-mail confirming their voting instructions.

If a shareholder wishes to participate in the Meeting but does not wish to
give a proxy by telephone or via the Internet, the shareholder may still submit
the proxy card(s) originally sent with the Proxy Statement in the postage-paid
envelope provided or otherwise mailed or provided to the shareholder, or attend
the Meeting in person. Shareholders requiring additional information regarding
the proxy or replacement proxy card(s) may contact [ ] at [1-
]. Any proxy given by a shareholder is revocable until voted at the Meeting.

Revoking a Proxy. Any shareholder submitting a proxy has the power to
revoke it at any time before it is exercised at the Meeting by submitting to the
Secretary of the Trust at 151 Detroit Street, Denver, Colorado 80206, a written
notice of revocation or a

subsequently executed proxy, or by attending the Meeting and voting in person.
All properly executed and unrevoked proxies received in time for the Meeting
will be voted as specified in the proxy or, if no specification is made, will be
voted "FOR" the proposal(s), as described in this Proxy Statement.

Shares Held by Accounts of Insurance Companies. Shares of the Funds may be
held by certain separate accounts of insurance companies to fund benefits
payable under certain variable annuity contracts and variable life insurance
policies. Your insurance company may request that you provide it with voting
instructions for your beneficially held shares of any such separate account. If
you do not provide voting instructions to your insurance company, it may vote
all of the shares held in that separate account in the same proportions as the
voting actually received from its other variable contract holders for that
separate account.

PORTFOLIO TRANSACTIONS

All orders for the purchase or sale of a Fund's portfolio securities are
placed on behalf of the Fund by Janus Capital or its agent. INTECH Investment
Management LLC, subadviser to Janus Aspen INTECH Risk-Managed Core Portfolio,
has authority to place trades on behalf of that Fund. With respect to Janus
Aspen Perkins Mid Cap Value Portfolio, Janus Capital places portfolio
transactions solely upon the direction of that Fund's subadviser, Perkins
Investment Management LLC. The Funds do not allocate portfolio transactions to
broker-dealers on the basis of the sale of Fund shares, although brokerage firms
whose customers purchase shares of a Fund may execute transactions for the Fund
and receive brokerage commissions.

During the most recent fiscal year, no Fund paid any commissions to a
broker-dealer affiliated with Janus Capital.

LEGAL MATTERS

Information regarding material pending legal proceedings involving Janus
Capital or the Trust is attached as Appendix H to this Proxy Statement.

SHAREHOLDER PROPOSALS FOR SUBSEQUENT MEETINGS

The Funds are not required, and do not intend, to hold annual shareholder
meetings. Under the terms of a settlement reached between Janus Capital and the
SEC in August 2004, commencing in 2005 and not less than every fifth calendar
year thereafter, the Trust are obligated to hold a meeting of shareholders to
elect Trustees. Shareholder meetings may be called from time to time as
described in the Amended and Restated Trust Instrument and the Bylaws of the
Trust.

Under the proxy rules of the SEC, shareholder proposals that meet certain
conditions may be included in a Fund's proxy statement for a particular meeting.
Those rules currently require that for future meetings, the shareholder must be
a record or beneficial owner of Fund shares either (i) with a value of at least
$2,000 or (ii) in an amount representing at least 1% of the Fund's securities to
be voted at the time the

proposal is submitted and for one year prior thereto, and must continue to own
such shares through the date on which the meeting is held. Another requirement
relates to the timely receipt by a Fund of any such proposal. Under those rules,
a proposal must have been submitted within a reasonable time before the Fund
began to print and mail this Proxy Statement in order to be included in this
Proxy Statement. A proposal submitted for inclusion in a Fund's proxy material
for the next special meeting after the meeting to which this Proxy Statement
relates must be received by the Fund within a reasonable time before the Fund
begins to print and mail the proxy materials for that meeting.

A shareholder wishing to submit a proposal for inclusion in a proxy
statement subsequent to the Meeting, if any, should send the written proposal to
the Secretary of the Trust at 151 Detroit Street, Denver, Colorado 80206, within
a reasonable time before a Fund begins to print and mail the proxy materials for
that meeting. Notice of shareholder proposals to be presented at the Meeting
must have been received within a reasonable time before the Funds began to mail
this Proxy Statement. The timely submission of a proposal does not guarantee its
inclusion in the proxy materials.

SHAREHOLDER COMMUNICATIONS

The Trustees provide for shareholders to send written communications to the
Trustees via regular mail. Written communications to the Trustees, or to an
individual Trustee, should be sent to the attention of the Trust's Secretary at
the address of the Trust's principal executive office. All such communications
received by the Trust's Secretary shall be promptly forwarded to the individual
Trustee to whom they are addressed or to the full Board of Trustees, as
applicable. If a communication does not indicate a specific Trustee, it will be
sent to the Chairperson of the Nominating and Governance Committee and the
independent counsel to the Trustees for further distribution, as deemed
appropriate by such persons. The Trustees may further develop and refine this
process as deemed necessary or desirable.

REPORTS TO SHAREHOLDERS AND FINANCIAL STATEMENTS

The annual report to shareholders of the Funds, including financial
statements of each Fund, has previously been sent to shareholders. THE FUNDS
PROVIDE ANNUAL AND SEMIANNUAL REPORTS TO ITS SHAREHOLDERS THAT HIGHLIGHT
RELEVANT INFORMATION, INCLUDING INVESTMENT RESULTS AND A REVIEW OF PORTFOLIO
CHANGES. ADDITIONAL COPIES OF THE FUNDS' MOST RECENT ANNUAL REPORT AND ANY MORE
RECENT SEMIANNUAL REPORT ARE AVAILABLE, WITHOUT CHARGE, BY CALLING A JANUS
REPRESENTATIVE AT [1-877-335-2687], VIA THE INTERNET AT [JANUS.COM/INFO], OR BY
SENDING A WRITTEN REQUEST TO THE SECRETARY OF THE TRUST AT 151 DETROIT STREET,
DENVER, COLORADO 80206.

OTHER MATTERS TO COME BEFORE THE MEETING

The Board of Trustees is not aware of any matters that will be presented
for action at the Meeting other than the matters described in this Proxy
Statement. Should any other matters requiring a vote of shareholders arise, the
proxy in the accompanying form will confer upon the person or persons entitled
to vote the shares represented by such

proxy the discretionary authority to vote the shares as to any other matters, in
accordance with their best judgment in the interest of the Trust and/or Funds.

PLEASE COMPLETE, SIGN, AND RETURN THE ENCLOSED PROXY CARD(S) OR VOTE BY
INTERNET OR TELEPHONE PROMPTLY. NO POSTAGE IS REQUIRED IF YOU MAIL YOUR PROXY
CARD(S) IN THE UNITED STATES.

By order of the Board of Trustees,

/s/ Robin C. Beery

Robin C. Beery
President and Chief Executive Officer of
Janus Aspen Series

LIST OF APPENDICES

<Table>

APPENDIX A: NOMINATING AND GOVERNANCE COMMITTEE CHARTER
APPENDIX B: PRINCIPAL EXECUTIVE OFFICERS OF THE TRUST AND
THEIR PRINCIPAL OCCUPATIONS
APPENDIX C: FORM OF PROPOSED AMENDED ADVISORY AGREEMENT
APPENDIX D: OTHER FUNDS MANAGED BY JANUS CAPITAL WITH
SIMILAR INVESTMENT OBJECTIVES
APPENDIX E: PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS OF
JANUS CAPITAL AND THEIR PRINCIPAL OCCUPATIONS
APPENDIX F: NUMBER OF OUTSTANDING SHARES AND NET ASSETS
APPENDIX G: 5% BENEFICIAL OWNERS OF OUTSTANDING SHARES
APPENDIX H: LEGAL MATTERS

APPENDIX A

NOMINATING AND GOVERNANCE COMMITTEE CHARTER

JANUS ASPEN SERIES
JANUS INVESTMENT FUND

(Adopted December 5, 2000; Revised December 10, 2001; December 10, 2002;
September 16, 2003; March 16, 2004; June 15, 2004; June 14, 2005; June 14, 2006;
June 20, 2008; July 6, 2009)

I. PURPOSE

The Nominating and Governance Committee (the "Committee") is a committee of
the Board of Trustees ("Trustees") of each of Janus Aspen Series and Janus
Investment Fund (each a "Trust" and, together, the "Trusts"). Its primary
functions are to:

- identify and recommend individuals for Trustee membership,

- consult with management and the Chairman of the Trustees in planning
Trustee meetings, and

- oversee the administration of, and ensure compliance with, the Governance
Procedures and Guidelines (the "Procedures and Guidelines") adopted by
the Trusts as in effect from time to time.

II. COMPOSITION

The Committee shall be comprised of three or more Independent Trustees, who
shall be designated by a majority vote of the Trustees. Independent Trustees are
those Trustees of the Trusts who are not "interested persons" of the Trusts, as
defined by the Investment Company Act of 1940, as amended (the "1940 Act") and
who meet the standards for independence set forth in the Procedures and
Guidelines.

The members and Chair of the Committee shall be elected by the Trustees
annually and serve until their respective successors shall be duly elected and
qualified.

III. MEETINGS

The Committee shall meet four times annually, or more frequently as
circumstances dictate. Special meetings (including telephone meetings) may be
called by the Chair or a majority of the members of the Committee upon
reasonable notice to the other members of the Committee. The presence in person
or by telephone of a majority of the number of Committee members shall
constitute a quorum at any meeting. If a quorum is not present, the member(s) of
the Committee who is/are present may select any other Independent Trustee(s) to
serve on the Committee for such meeting to constitute a quorum. The Committee
may ask management and representatives of the servicing agents to attend
meetings and provide pertinent information as appropriate.

A-1

IV. RESPONSIBILITIES AND DUTIES

In performing its duties, the Committee will maintain effective working
relationships with the Trustees and management. To effectively perform his or
her role, each Committee member will obtain an understanding of the detailed
responsibilities of Committee membership. Each Committee member will also
achieve an understanding of the Trusts' separation of duties and
responsibilities among the investment adviser, custodian, transfer agent, fund
accounting function and principal accounting officer, and the risks associated
with such responsibilities. The duties and responsibilities of a Committee
member shall be in addition to his or her duties as a Trustee and include
responsibility to prepare for, attend, and actively participate in Committee
meetings. Members may pursue training related to their responsibilities.

A. Trustee Nominations, Elections, and Training

The Committee shall:

1. Identify and nominate candidates for appointment as Trustees of the
Trusts. The principal criterion for selection of candidates is their
ability to contribute to the overall functioning of the Boards and to carry
out the responsibilities of the Trustees. The Trustees, collectively,
should represent a broad cross section of backgrounds, functional
disciplines, and experience. In addition, in considering a potential
candidate's qualifications to serve as a Trustee of a Trust, the Committee
may take into account a wide variety of criteria, including, but not
limited to:

(a) The candidate's knowledge in matters related to the
investment company industry;

(b) The candidate's relevant experience, including as a director
or senior officer of public or private companies, or service as a
director/trustee of a registered investment company;

(d) The candidate's reputation for high ethical standards and
personal and professional integrity;

(e) Any specific financial, technical or other expertise
possessed by the candidate, and the extent to which such expertise
would complement the Trustees' existing mix of skills and
qualifications;

(f) The candidate's willingness to serve, and willingness and
ability to commit the time necessary for the performance of the duties
of a Trustee, including high attendance at regular and special
meetings and participation in committee activities as needed;

(g) The candidate must exhibit stature commensurate with the
responsibility of representing Fund shareholders;

A-2

(h) If the nomination is for an "independent" trustee, the
candidate must not be considered an "interested" person of the Fund,
Janus Capital Management LLC ("Janus Capital") or any sub-adviser to a
Fund, as defined under the 1940 Act;

(i) The candidate must otherwise be qualified under applicable
laws and regulations to serve as a trustee of the applicable Trust;
and

(j) Such other criteria as the Committee determines to be
relevant in light of the existing composition of the Board, number of
Board members and any anticipated vacancies or other factors.

Although Janus Capital, current Trustees, current shareholders of a Fund
and any other person or entity that may be deemed necessary or desirable by
the Committee, may submit to the Committee suggested candidates for
Trustees, neither the Committee nor the Independent Trustees as a group
shall consider those candidates on a preferential basis as opposed to other
possible candidates. Shareholders may submit the name of a candidate for
consideration by the Committee by submitting their recommendations to the
Trusts' Secretary in accordance with the Procedures for Consideration of
Trustee Candidates Submitted by Shareholders ("Shareholder Nomination
Procedures") attached as Appendix 1. The Trusts' Secretary will forward all
such recommendations to the Chairman of the Committee (or his designee)
promptly upon receipt, and, for shareholder recommendations, in accordance
with the Shareholder Nomination Procedures.

The Committee may use any process it deems appropriate for the purpose of
evaluating candidates, which process may include, without limitation,
personal interviews, background checks, written submissions by the
candidates and third party references. The Committee shall be empowered to
use Trust assets to retain consultants and other professionals to assist in
the process of evaluating candidates. There is no difference in the manner
by which the Committee will evaluate nominees when the nominee is submitted
by a shareholder.

The Committee reserves the right to make the final selection regarding the
nomination of any Trustee of a Trust and to recommend such nomination to
the Independent Trustees of the applicable Trust.

2. Review periodically the composition and size of the Board of
Trustees to determine whether it may be appropriate to add individuals with
backgrounds or skill sets different from those of the current Trustees.

3. Oversee arrangements for orientation of new Independent Trustees,
continuing education for the Independent Trustees, and an annual evaluation
of the performance of the Independent Trustees in accordance with the
Procedures and Guidelines.

A-3

B. Committee Nominations and Functions

The Committee shall:

1. Identify and recommend individuals for membership on all
committees, recommend individuals to chair committees, and review committee
assignments at least annually.

2. Review as necessary the responsibilities of each committee, whether
there is a continuing need for each committee, whether there is a need for
additional committees, and whether committees should be combined or
reorganized.

C. Governance Oversight

The Committee shall:

1. Oversee the governance processes and activities of the Trustees to
assure conformity to the Procedures and Guidelines.

2. Recommend an Independent Trustee of the Trust for appointment by
the Trustees as Chairman of the Trustees, as described in each Trust's
Declaration of Trust or Trust Instrument, or by-laws. The Chairman of the
Trustees may perform the following functions:

(a) Act as the primary contact between Janus Capital and the
Trustees, undertaking to meet or confer periodically with members of
the Janus Capital executive team regarding matters related to the
operations and performance of the Trusts;

(b) Coordinate the Trustees' use of outside resources, including
consultants or other professionals;

(d) Conduct the Trustee meetings;

(e) Confer with Janus Capital personnel and counsel for the
Independent Trustees in planning agendas for regular board and
committee meetings; and

(f) Perform such other duties as the Independent Trustees may
determine from time to time.

3. Review annually the Procedures and Guidelines, and recommend
changes, if any, to the Trustees.

D. Trustee Meeting Planning

The Committee shall consult with management in planning Trustee meetings
and may from time to time recommend agenda items, or request presentations from
particular service providers, consultants, or portfolio managers, either to the
Committee or the Trustees.

A-4

E. Other Responsibilities and Duties

The Committee shall:

1. Review annually the compensation of the Independent Trustees and
determine whether to recommend to the Trustees any change in the schedule
of compensation. The Committee may also recommend that the Trustees
authorize the payment of supplemental compensation to any one or more
Independent Trustees in view of special responsibilities assumed, services
rendered or any other appropriate factors.

2. Authorize and oversee investigations into any matters within the
Committee's scope of responsibilities. The Committee shall be empowered to
use Trust assets to retain independent counsel, consultants, and other
professionals to assist in the conduct of any investigation. Janus Capital
will report the use of Trust assets for such purpose quarterly to the
Trustees.

3. Review this Charter at least annually and recommend changes, if
any, to the Trustees.

4. Perform any other activities consistent with this Charter, each
Trust's Declaration of Trust or Trust Instrument, by-laws, and governing
law as the Committee or the Trustees deem necessary or appropriate.

5. Maintain minutes of its meetings and report to the Trustees.

A-5

APPENDIX 1

JANUS INVESTMENT FUND
JANUS ASPEN SERIES
(EACH A "TRUST," AND TOGETHER, THE "TRUSTS," AND EACH
SERIES OF A TRUST, A "FUND")

PROCEDURES FOR CONSIDERATION OF TRUSTEE CANDIDATES
SUBMITTED BY SHAREHOLDERS

(ADOPTED MARCH 16, 2004; REVISED JULY 6, 2009)

The Trusts' Nominating and Governance Committee ("Committee") is responsible for
identifying and nominating candidates for appointment as Trustees of the Trusts.
Shareholders of a Fund may submit names of potential candidates for nomination
as Trustee of a Trust in accordance with these Procedures.

A candidate for nomination as Trustee of a Trust submitted by a shareholder will
not be deemed to be properly submitted to the Committee for the Committee's
consideration unless the following qualifications have been met and procedures
followed:

1. A shareholder of a Fund who wishes to nominate a candidate for
election to a Trust's Board of Trustees ("Nominating Shareholder") must
submit any such recommendation in writing via regular mail to the attention
of the Secretary of the Trust, at the address of the principal executive
offices of the Trust ("Shareholder Recommendation").

2. The Shareholder Recommendation must include: (i) the class or
series and number of all shares of the Fund owned beneficially or of record
by the Nominating Shareholder at the time the recommendation is submitted
and the dates on which such shares were acquired, specifying the number of
shares owned beneficially; (ii) a full listing of the proposed candidate's
education, experience (including knowledge of the investment company
industry, experience as a director or senior officer of public or private
companies, and directorships on other boards of other registered investment
companies), current employment, date of birth, business and residence
address, and the names and addresses of at least three professional
references; (iii) information as to whether the candidate is or may be an
"interested person" (as such term is defined in the Investment Company Act
of 1940, as amended) of the Fund, Janus Capital Management LLC, or any sub-
adviser to a Fund, and, if believed not to be an "interested person,"
information regarding the candidate that will be sufficient for the Fund to
make such determination; (iv) the written and signed consent of the
candidate to be named as a nominee and to serve as a Trustee of the Trust,
if elected; (v) a description of all arrangements or understandings between
the Nominating Shareholder, the candidate and/or any other person or
persons (including their names) pursuant to which the Shareholder
Recommendation is being made, and if none, so specify; (vi) the class or
series and number of all shares of the Fund owned of record or beneficially
by the candidate,

A-6

as reported by the candidate; and (vii) such other information that would
be helpful to the Committee in evaluating the candidate.

3. The Committee may require the Nominating Shareholder to furnish
such other information as it may reasonably require or deem necessary to
verify any information furnished pursuant to paragraph 2 above or to
determine the qualifications and eligibility of the candidate proposed by
the Nominating Shareholder to serve as a Trustee of a Trust. If the
Nominating Shareholder fails to provide such other information in writing
within seven days of receipt of written request from the Committee, the
recommendation of such candidate as a nominee will be deemed not properly
submitted for consideration, and the Committee is not required to consider
such candidate.

Unless otherwise specified by the Committee chairman (or his designee) or by
outside counsel to the independent Trustees, the Secretary of the Trust (or her
designee) will promptly forward all Shareholder Recommendations to the Committee
chairman (or his designee) and the outside counsel to the independent Trustees
of the Trust, indicating whether the Shareholder Recommendation has been
properly submitted pursuant to these Procedures.

Recommendations for candidates as Trustees of a Trust will be evaluated, among
other things, in light of whether the number of Trustees is expected to change
and whether the Trustees expect any vacancies. When the Committee is not
actively recruiting new Trustees, Shareholder Recommendations will be kept on
file until active recruitment is under way.

A-7

APPENDIX B

TRUST OFFICERS AND THEIR PRINCIPAL OCCUPATIONS

<Table>
<Caption>
TERM OF OFFICE*
NAME, ADDRESS, POSITIONS HELD AND LENGTH OF PRINCIPAL OCCUPATIONS
AND AGE WITH THE TRUST TIME SERVED DURING THE PAST FIVE YEARS
-------------- -------------------- --------------- --------------------------

Andrew Acker Executive Vice 5/07-Present Vice President and
151 Detroit Street President and Research Analyst of Janus
Denver, CO 80206 Portfolio Manager Capital, and Portfolio
DOB: 1972 Global Life Sciences Manager for other Janus
Portfolio accounts.

Jonathan D. Coleman Executive Vice 11/07-Present Co-Chief Investment
151 Detroit Street President and Co- Officer and Executive Vice
Denver, CO 80206 Portfolio Manager President of Janus
DOB: 1971 Janus Portfolio Capital, and Portfolio
Manager for other Janus
accounts. Formerly,
Portfolio Manager (2002-
2007) for Enterprise
Portfolio and Vice
President (1998-2006) for
Janus Capital.

Brian Demain Executive Vice 11/07-Present Vice President of Janus
151 Detroit Street President and Capital. Formerly,
Denver, CO 80206 Portfolio Manager Assistant Portfolio
DOB: 1977 Enterprise Portfolio Manager (2004-2007) of
Enterprise Portfolio and
Analyst (1999-2007) for
Janus Capital.

James P. Goff Executive Vice 11/07-Present Vice President and
151 Detroit Street President Research Director of Research of
Denver, CO 80206 Core Portfolio Janus Capital.
DOB: 1964

Brent A. Lynn Executive Vice 1/01-Present Vice President of Janus
151 Detroit Street President and Capital.
Denver, CO 80206 Portfolio Manager
DOB: 1964 Overseas Portfolio

Marc Pinto Executive Vice 5/05-Present Vice President of Janus
151 Detroit Street President and Co- Capital and Portfolio
Denver, CO 80206 Portfolio Manager Manager for other Janus
DOB: 1961 Balanced Portfolio accounts.

Daniel Riff Executive Vice 11/07-Present Portfolio Manager for
151 Detroit Street President and Co- other Janus accounts.
Denver, CO 80206 Portfolio Manager Formerly, Analyst (2003-
DOB: 1972 Janus Portfolio 2007) for Janus Capital.

Ron Sachs Executive Vice 1/08-Present Vice President of Janus
151 Detroit Street President and Capital and Portfolio
Denver, CO 80206 Portfolio Manager Manager for other Janus
DOB: 1967 Forty Portfolio accounts.

Laurent Saltiel Executive Vice 04/09-Present Vice President of Janus
151 Detroit Street President and Capital and Portfolio
Denver, CO 80206 Portfolio Manager Manager for other Janus
DOB: 1969 Worldwide Portfolio accounts. Formerly,
Research Analyst (2002-
2009) for Janus Capital.
</Table>

B-1

Daniel Scherman Executive Vice 5/09-Present Senior Vice President of
151 Detroit Street President and Janus Capital. Formerly,
Denver, CO 80206 Portfolio Manager Vice President and
DOB: 1961 Modular Portfolio Director of Risk and
Construction Trading for Janus Capital
Portfolio (2006), and Senior
Quantitative Analyst and
Portfolio Manager (2001-
2005) for MFS Investment
Management.

Gibson Smith Executive Vice 5/05-Present Co-Chief Investment
151 Detroit Street President and Co- 5/07-Present Officer and Executive Vice
Denver, CO 80206 Portfolio Manager President of Janus
DOB: 1968 Balanced Portfolio Capital; Executive Vice
Executive Vice President of Janus
President and Co- Distributors LLC and Janus
Portfolio Manager Services LLC; and
Flexible Bond Portfolio Manager for
Portfolio other Janus accounts.
Formerly, Vice President
(2003-2006) of Janus
Capital.

Darrell Watters Executive Vice 5/07-Present Vice President and
151 Detroit Street President and Co- Research Analyst for Janus
Denver, CO 80206 Portfolio Manager Capital and Portfolio
DOB: 1963 Flexible Bond Manager for other Janus
Portfolio accounts.

Burton H. Wilson Executive Vice 2/06-Present Vice President and
151 Detroit Street President and Assistant Director of
Denver, CO 80206 Portfolio Manager Research of Janus Capital,
DOB: 1963 Global Technology and Portfolio Manager for
Portfolio other Janus accounts.
Formerly, Research Analyst
(2004-2009) for Janus
Capital.

Robin C. Beery President and Chief 4/08-Present Executive Vice President,
151 Detroit Street Executive Officer Chief Marketing Officer,
Denver, CO 80206 and Head of Intermediary
DOB: 1967 Distribution, Global
Marketing and Product of
Janus Capital Group Inc.
and Janus Capital;
Executive Vice President,
and Head of Intermediary
Distribution, Global
Marketing and Product of
Janus Distributors LLC and
Janus Services LLC;
Director of Perkins
Investment Management LLC;
and Working Director of
INTECH Investment
Management LLC. Formerly,
President (2002-2007) and
Director (2000-2007) of
The Janus Foundation;
President (2004-2006) of
Janus Services LLC; and
Senior Vice President
(2003-2005) of Janus
Capital Group Inc. and
Janus Capital.

Stephanie Chief Legal Counsel 1/06-Present Vice President and
Grauerholz-Lofton and Secretary Vice 3/06-Present Assistant General Counsel
151 Detroit Street President of Janus Capital, and Vice
Denver, CO 80206 President and Assistant
DOB: 1970 Secretary of Janus
Distributors LLC.
Formerly, Assistant Vice
President of Janus Capital
and Janus Distributors LLC
(2006).
</Table>

B-2

David R. Kowalski Vice President, 6/02-Present Senior Vice President and
151 Detroit Street Chief Compliance Chief Compliance Officer
Denver, CO 80206 Officer, and Anti- of Janus Capital, Janus
DOB: 1957 Money Laundering Distributors LLC, and
Officer Janus Services LLC; and
Vice President of INTECH
Investment Management LLC.
Formerly, Chief Compliance
Officer of Bay Isle
Financial LLC (2003 2008)
and INTECH Investment
Management LLC (2003-
2005); Vice President of
Janus Capital (2000 2005)
and Janus Services LLC
(2004-2005).

Jesper Nergaard Chief Financial 3/05-Present Vice President of Janus
151 Detroit Street Officer Vice 2/05-Present Capital. Formerly,
Denver, CO 80206 President, Director of Financial
DOB: 1962 Treasurer, and Reporting for
Principal Accounting OppenheimerFunds, Inc.
Officer (2004-2005).
</Table>

--------

* Officers are elected at least annually by the Trustees for a one-year term
and may also be elected from time to time by the Trustees for an interim
period.

B-3

APPENDIX C

JANUS ASPEN SERIES

FORM OF [AMENDED AND RESTATED]
INVESTMENT ADVISORY AGREEMENT

[ ] PORTFOLIO

THIS [AMENDED AND RESTATED] INVESTMENT ADVISORY AGREEMENT (the "Agreement")
is made this [[]1(st) day of July, [2004][2010]] [as amended February 1, 2006,]
between JANUS ASPEN SERIES, a Delaware statutory trust (the "Trust"), and JANUS
CAPITAL MANAGEMENT LLC, a Delaware limited liability company ("JCM").

W I T N E S S E T H:

WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and has registered its shares for public offering under the Securities Act of
1933, as amended (the "1933 Act"); and

WHEREAS, the Trust is authorized to create separate funds, each with its
own separate investment portfolio of which the beneficial interests are
represented by a separate series of shares; one of such funds created by the
Trust being designated as the [ ] Portfolio (the "Fund"); and

WHEREAS, the Trust and JCM deem it mutually advantageous that JCM should be
appointed as the investment adviser to the Fund.

NOW, THEREFORE, the parties agree as follows:

1. Appointment. The Trust hereby appoints JCM as investment adviser and
manager with respect to the Fund for the period and on the terms set forth in
this Agreement. JCM hereby accepts such appointment and agrees to render the
services herein set forth, for the compensation herein provided.

2. Investment Advisory Services. JCM shall determine the securities or
other assets to be purchased, sold or held and shall place orders for the
purchase or sale of such securities or other assets with brokers, dealers or
others. JCM shall furnish continuous advice and recommendations to the Fund, and
have authority to act with respect thereto, as to the acquisition, holding, or
disposition of any or all of the securities or other assets which the Fund may
own or contemplate acquiring from time to time. JCM shall give due consideration
to the investment policies and restrictions and the other statements concerning
the Fund in the Trust Instrument, bylaws, and registration statements under the
1940 Act and the 1933 Act, and to the provisions of the Internal Revenue Code,
as amended from time to time, applicable to the Fund as a regulated investment
company and as a funding vehicle for variable insurance contracts. In addition,
JCM shall cause its

C-1

officers to attend meetings and furnish oral or written reports, as the Trust
may reasonably require, in order to keep the Trustees and appropriate officers
of the Trust fully informed as to the condition of the investment portfolio of
the Fund.

3. Other Services. JCM is hereby authorized (to the extent the Trust has
not otherwise contracted) but not obligated (to the extent it so notifies the
Trustees at least 60 days in advance), to perform (or arrange for the
performance by affiliates of) the management and administrative services
necessary for the operation of the Fund. JCM is specifically authorized, on
behalf of the Trust, to conduct relations with custodians, depositories,
transfer and pricing agents, accountants, attorneys, underwriters, brokers and
dealers, corporate fiduciaries, insurance company separate accounts, insurers,
banks and such other persons in any such other capacity deemed by JCM to be
necessary or desirable. JCM shall generally monitor and report to Fund officers
the Fund's compliance with investment policies and restrictions as set forth in
the currently effective prospectus and statement of additional information
relating to the shares of the Fund under the 1933 Act. JCM shall make reports to
the Trustees of its performance of services hereunder upon request therefor and
furnish advice and recommendations with respect to such other aspects of the
business and affairs of the Fund as it shall determine to be desirable. JCM is
also authorized, subject to review by the Trustees, to furnish such other
services as JCM shall from time to time determine to be necessary or useful to
perform the services contemplated by this Agreement.

4. Obligations of Trust. The Trust shall have the following obligations
under this Agreement:

(a) to keep JCM continuously and fully informed as to the composition
of its investment portfolio and the nature of all of its assets and
liabilities from time to time;

(b) to furnish JCM with a certified copy of any financial statement or
report prepared for it by certified or independent public accountants
and with copies of any financial statements or reports made to its
shareholders or to any governmental body or securities exchange;

(c) to furnish JCM with any further materials or information which JCM
may reasonably request to enable it to perform its function under this
Agreement; and

(d) to compensate JCM for its services and reimburse JCM for its
expenses incurred hereunder in accordance with the provisions hereof.

5. Compensation. The Trust shall pay to JCM for its services pursuant to
this Agreement a [monthly base] fee[, calculated and payable for each day that
this Agreement is in effect, of 1/365] [of 1/12] of 0.64% of the [average] daily
closing net asset value of the Fund [("Base Fee")] [(1/366 of 0.64% of the daily
closing net asset value of the Fund in a leap year)] [adjusted by a performance
fee as set forth in Schedule A. For any period less than a month during which
this Agreement is in effect, the Base Fee shall be prorated

C-2

according to the proportion which such period bears to a full month of 28, 29,
30 or 31 days, as the case may be.] [The fee shall be paid monthly.]

6. Expenses Borne by JCM. In addition to the expenses which JCM may incur
in the performance of its investment advisory functions and other services under
this Agreement, and the expenses which it may expressly undertake to incur and
pay under other agreements with the Trust or otherwise, JCM shall incur and pay
the following expenses relating to the Fund's operations without reimbursement
from the Fund:

(a) Reasonable compensation, fees and related expenses of the Trust's
officers and its Trustees, except for such Trustees who are not
"interested persons," as defined in the 1940 Act, of JCM, and except as
otherwise provided in Section 7; and

(b) Rental of offices of the Trust.

7. Expenses Borne by the Trust. The Trust assumes and shall pay all
expenses incidental to its organization, operations and business not
specifically assumed or agreed to be paid by JCM pursuant to Sections 3 and 6
hereof, including, but not limited to, investment adviser fees; any
compensation, fees, or reimbursements which the Trust pays to its Trustees who
are not "interested persons," as defined in the 1940 Act, of JCM; compensation
and related expenses of the Chief Compliance Officer of the Trust and compliance
staff, as authorized from time to time by the Trustees of the Trust;
compensation of the Fund's custodian, transfer agent, registrar and dividend
disbursing agent; legal, accounting, audit and printing expenses;
administrative, clerical, recordkeeping and bookkeeping expenses; brokerage
commissions and all other expenses in connection with execution of portfolio
transactions (including any appropriate commissions paid to JCM or its
affiliates for effecting exchange listed, over-the-counter or other securities
transactions); interest; all federal, state and local taxes (including stamp,
excise, income and franchise taxes); costs of stock certificates and expenses of
delivering such certificates to purchasers thereof; expenses of local
representation in Delaware; expenses of shareholders' meetings and of preparing,
printing and distributing proxy statements, notices, and reports to
shareholders; expenses of preparing and filing reports and tax returns with
federal and state regulatory authorities; all expenses incurred in complying
with all federal and state laws and the laws of any foreign country applicable
to the issue, offer, or sale of shares of the Fund, including, but not limited
to, all costs involved in the registration or qualification of shares of the
Fund for sale in any jurisdiction, the costs of portfolio pricing services and
compliance systems, and all costs involved in preparing, printing and mailing
prospectuses and statements of additional information to Fund shareholders; and
all fees, dues and other expenses incurred by the Trust in connection with the
membership of the Trust in any trade association or other investment company
organization. To the extent that JCM shall perform any of the above described
administrative and clerical functions, including transfer agency, registry,
dividend disbursing, recordkeeping, bookkeeping, accounting and blue sky
monitoring and registration functions, and the preparation of reports and
returns, the Trust shall pay to JCM compensation for, or reimburse JCM for its
expenses

C-3

incurred in connection with, such services as JCM and the Trust shall agree from
time to time, any other provision of this Agreement notwithstanding.

8. Termination. This Agreement may be terminated at any time, without
penalty, by the Trustees of the Trust, or by the shareholders of the Fund acting
by vote of at least a majority of its outstanding voting securities, provided in
either case that sixty (60) days advance written notice of termination be given
to JCM at its principal place of business. This Agreement may be terminated by
JCM at any time, without penalty, by giving sixty (60) days advance written
notice of termination to the Trust, addressed to its principal place of
business. The Trust agrees that, consistent with the terms of the Trust
Instrument, the Trust shall cease to use the name "Janus" in connection with the
Fund as soon as reasonably practicable following any termination of this
Agreement if JCM does not continue to provide investment advice to the Fund
after such termination.

9. Assignment. This Agreement shall terminate automatically in the event
of any assignment of this Agreement.

10. Term. This Agreement shall continue in effect until February 1,
[2007][2011], unless sooner terminated in accordance with its terms, and shall
continue in effect from year to year thereafter only so long as such continuance
is specifically approved at least annually by (a) the vote of a majority of the
Trustees of the Trust who are not parties hereto or interested persons of any
such party, cast in person at a meeting called for the purpose of voting on the
approval of the terms of such renewal, and (b) either the Trustees of the Trust
or the affirmative vote of a majority of the outstanding voting securities of
the Fund. The annual approvals provided for herein shall be effective to
continue this Agreement from year to year if given within a period beginning not
more than ninety (90) days prior to February 1 of each applicable year,
notwithstanding the fact that more than three hundred sixty-five (365) days may
have elapsed since the date on which such approval was last given.

11. Amendments. This Agreement may be amended by the parties only if such
amendment is specifically approved (i) by a majority of the Trustees, including
a majority of the Trustees who are not interested persons (as that phrase is
defined in Section 2(a)(19) of the 1940 Act) of any party to this Agreement and,
if required by applicable law, (ii) by the affirmative vote of a majority of the
outstanding voting securities of the Fund (as that phrase is defined in Section
2(a)(42) of the 1940 Act).

12. Other Series. The Trustees shall determine the basis for making an
appropriate allocation of the Trust's expenses (other than those directly
attributable to the Fund) between the Fund and the other series of the Trust.

13. Limitation of Personal Liability. All the parties hereto acknowledge
and agree that all liabilities of the Trust arising, directly or indirectly,
under this Agreement, of any and every nature whatsoever, shall be satisfied
solely out of the assets of the Fund and that no Trustee, officer or holder of
shares of beneficial interest of the Trust shall be personally liable for any of
the foregoing liabilities. The Trust Instrument describes in detail the
respective responsibilities and limitations on liability of the Trustees,
officers and holders of shares of beneficial interest of the Trust.

C-4

14. Limitation of Liability of JCM. JCM shall not be liable for any error
of judgment or mistake of law or for any loss arising out of any investment or
for any act or omission taken with respect to the Trust, except for willful
misfeasance, bad faith or gross negligence in the performance of its duties, or
by reason of reckless disregard of its obligations and duties hereunder and
except to the extent otherwise provided by law. As used in this Section 14,
"JCM" shall include any affiliate of JCM performing services for the Trust
contemplated hereunder and directors, officers and employees of JCM and such
affiliates.

15. Activities of JCM. The services of JCM to the Trust hereunder are not
to be deemed to be exclusive, and JCM and its affiliates are free to render
services to other parties. It is understood that trustees, officers and
shareholders of the Trust are or may become interested in JCM as directors,
officers and shareholders of JCM, that directors, officers, employees and
shareholders of JCM are or may become similarly interested in the Trust, and
that JCM may become interested in the Trust as a shareholder or otherwise.

16. Certain Definitions. The terms "vote of a majority of the outstanding
voting securities," "assignment" and "interested persons" when used herein,
shall have the respective meanings specified in the 1940 Act, as now in effect
or hereafter amended, and the rules and regulations thereunder, subject to such
orders, exemptions and interpretations as may be issued by the Securities and
Exchange Commission under said Act and as may be then in effect.

17. Governing Law. This Agreement shall be construed in accordance with
the laws of the State of Colorado (without giving effect to the conflicts of
laws principles thereof) and the 1940 Act. To the extent that the applicable
laws of the State of Colorado conflict with the applicable provisions of the
1940 Act, the latter shall control.

This Agreement shall supercede all prior investment advisory agreements
entered into between JCM and the Trust, on behalf of the Fund.

IN WITNESS WHEREOF, the parties have caused their duly authorized officers
to execute this Investment Advisory Agreement as of the amended date and year
first above written.

JANUS CAPITAL MANAGEMENT LLC

By:
------------------------------------

JANUS ASPEN SERIES

By:
------------------------------------

C-5

[SCHEDULE A
PERFORMANCE ADJUSTMENT]

[Beginning with the Base Fee payable for July 2010 and in [JANUS
PORTFOLIO - MONTH 13] [OVERSEAS PORTFOLIO - MONTH 16] [FORTY PORTFOLIO - MONTH
19] thereafter, the Base Fee shall be adjusted monthly based upon the investment
performance of the Fund's Service Shares ("Class") in relation to the cumulative
investment record of the Fund's benchmark, the [JANUS PORTFOLIO AND FORTY
PORTFOLIO - RUSSELL 1000((R)) GROWTH INDEX (THE "INDEX")] [OVERSEAS
PORTFOLIO - MORGAN STANLEY CAPITAL INTERNATIONAL ALL COUNTRY WORLD EX-U.S.
INDEX(SM)(THE "INDEX")], over the "Performance Period" (such adjustment being
referred to herein as the "Performance Adjustment"). The "Performance Period" is
defined as the shorter of (a) the period from the date of this Agreement through
the end of the month for which the fee is being calculated, and (b) the 36 month
period preceding the end of the month for which the fee is being calculated.]

[The Performance Adjustment shall be calculated by subtracting the
investment record of the Index from the investment performance of the Class. If
there is less than a 0.50% difference (plus or minus) between the investment
performance of the Class and the investment record of the Index, the Fund pays
JCM the Base Fee with no adjustment. If the difference between the investment
performance of the Class and the investment record of the Index is 0.50% or
greater during any Performance Period, the Base Fee will be subject to an upward
or downward performance adjustment of [JANUS PORTFOLIO - 1/12 OF 0.01875%]
[FORTY PORTFOLIO - 1/12 OF 0.0088235%] [OVERSEAS PORTFOLIO - 1/12 OF 0.0107143%]
for every full 0.50% increment by which the Class outperforms or underperforms
the Index. The maximum percentage used in calculating the Performance Adjustment
(positive or negative) in any month is 1/12 of 0.15%. The Performance Adjustment
is applied against the Fund's average daily net assets during the Performance
Period.]

[For purposes of computing the Base Fee and the Performance Adjustment, net
assets are averaged over different periods (average daily net assets during the
relevant month for the Base Fee versus average daily net assets during the
Performance Period for the Performance Adjustment). The Base Fee is calculated
and accrued daily. The Performance Adjustment is calculated monthly in arrears
and is accrued evenly each day throughout the month. The investment advisory fee
is paid monthly in arrears.]

[The average daily net asset value of the Fund, or any class thereof, shall
be determined in the manner set forth in the Trust's Amended and Restated Trust
Instrument, Bylaws and registration statement, each as may be amended from time
to time.]

C-6

[The investment performance of the Class will be the sum of:]

[(1) the change in the Class' net asset value ("NAV") per share during the
Performance Period; plus]

[(2) the value of the Class' cash distributions per share accumulated to
the end of the Performance Period; plus]

[(3) the value of capital gains taxes per share paid or payable on
undistributed realized long-term capital gains accumulated to the end of the
Performance Period;]

[expressed as a percentage of the Class' NAV per share at the beginning of the
Performance Period. For this purpose, the value of distributions per share of
realized capital gains, of dividends per share paid from investment income and
of capital gains taxes per share paid or payable on undistributed realized long-
term capital gains shall be treated as reinvested in shares of the Class at the
NAV in effect at the close of business on the record date for the payment of
such distributions and dividends and the date on which provision is made for
such taxes, after giving effect to such distributions, dividends and taxes.]

[The investment record of the Index will be the sum of:]

[(1) the change in the level of the Index during the Performance Period;
plus]

[(2) the value, computed consistently with the Index, of cash distributions
made by companies whose securities comprise the Index accumulated to the end of
the Performance Period; expressed as a percentage of the Index level at the
beginning of the Performance Period. For this purpose, cash distributions on the
securities which comprise the Index shall be treated as reinvested in the Index
at least as frequently as the end of each calendar quarter following the payment
of the dividend.]

[The Trustees have initially designated the Class to be used for purposes
of determining the Performance Adjustment. From time to time, the Trustees may,
by vote of the Trustees of the Trust voting in person, including a majority of
the Trustees who are not parties to this Agreement or "interested persons" (as
defined in the 1940 Act) of any such parties, determine that a class of shares
of the Fund other than the Class is the most appropriate for use in calculating
the Performance Adjustment. If a different class of shares ("Successor Class")
is substituted in calculating the Performance Adjustment, the use of that
Successor Class of shares for purposes of calculating the Performance Adjustment
may apply to the entire Performance Period so long as such Successor Class was
outstanding at the beginning of such period. If the Successor Class of shares
was not outstanding for all or a portion of the Performance Period, it may only
be used in calculating that portion of the Performance Adjustment attributable
to the period during which such Successor Class was outstanding and any prior
portion of the Performance Period shall be calculated using the class of shares
previously designated.]

C-7

APPENDIX D

OTHER FUNDS MANAGED BY JANUS CAPITAL WITH SIMILAR
INVESTMENT OBJECTIVES

The following table lists certain information regarding funds with similar
investment objectives for which Janus Capital provides investment advisory or
subadvisory services. The table shows such fund's asset size as of December 31,
2009, the rate of compensation paid by that fund, and whether Janus Capital has
contractually agreed to waive or reduce compensation received from that fund.
[To Be Updated]

<Table>
<Caption>
CONTRACTUAL
INVESTMENT
ASSET SIZE ADVISORY FEE
(IN $ FEES/BASE FEES WAIVERS OR
FUND* OBJECTIVE MILLIONS) (ANNUAL RATE) REDUCTIONS
----- ----------------------------------- ---------- -------------- ----------

Balanced Portfolio............ Seeks long-term capital growth, 0.55% N/A
consistent with preservation of
capital and balanced by current
income.
Enterprise Portfolio.......... Seeks long-term growth of capital. 0.64% N/A
Global Technology Portfolio... Seeks long-term growth of capital. 0.64% 0.95%(1)
INTECH Risk-Managed Core
Fund(2)..................... Seeks long-term growth of capital. 0.50%(3) 0.89%(4)
INTECH Risk-Managed Growth
Fund(2)..................... Seeks long-term growth of capital. 0.50% 0.90%(4)
INTECH Risk-Managed
International Fund(2)....... Seeks long-term growth of capital. 0.55% 1.00%(4)
INTECH Risk-Managed Value
Fund(2)..................... Seeks long-term growth of capital. 0.50% 0.75%(4)
Janus Balanced Fund........... Seeks long-term capital growth, 0.55% 0.76%(4)
consistent with preservation of
capital and balanced by current
income.
Janus Contrarian Fund......... Seeks long-term growth of capital. 0.64%(3) 0.89%(4)
Janus Enterprise Fund......... Seeks long-term growth of capital. 0.64% 0.90%(4)
Janus Forty Fund.............. Seeks long-term growth of capital. 0.64% 0.78%(4)
Janus Fund.................... Seeks long-term growth of capital. 0.64% 0.78%(4)
Janus Global Life Sciences
Fund........................ Seeks long-term growth of capital. 0.64% N/A
Janus Global Opportunities
Fund........................ Seeks long-term growth of capital. 0.64% N/A
Janus Global Research Fund.... Seeks long-term growth of capital. 0.64%(3) 1.00%(4)
Janus Global Technology Fund.. Seeks long-term growth of capital. 0.64% N/A
Janus Growth and Income Fund.. Seeks long-term capital growth and 0.62% 0.73%(4)
current income.
Janus International Equity
Fund........................ Seeks long-term growth of capital. 0.68%(3) 1.25%(4)
Janus International Forty
Fund........................ Seeks long-term growth of capital. 0.73%(3) 1.25%(4)
Janus Modular Portfolio
Construction Fund........... Seeks long-term growth of capital 0.07% 0.45%(4)
with a secondary emphasis on
income.
Janus Orion Fund.............. Seeks long-term growth of capital. 0.64% 0.90%(4)
Janus Overseas Fund........... Seeks long-term growth of capital. 0.64% 0.92%(4)
Janus Research Core Fund...... Seeks long-term growth of capital. 0.60% 0.66%(4)
Janus Research Fund........... Seeks long-term growth of capital. 0.64%(3) N/A
</Table>

D-1

Janus Smart
Portfolio - Conservative.... Seeks the highest return over time 0.05% 0.40%(5)
consistent with a primary emphasis
on income and a secondary emphasis
on growth of capital.
Janus Smart
Portfolio - Growth.......... Seeks the highest return over time 0.05% 0.45%(5)
consistent with a primary emphasis
on growth of capital and a
secondary emphasis on income.
Janus Smart
Portfolio - Moderate........ Seeks the highest return over time 0.05% 0.39%(5)
consistent with an emphasis on
growth of capital and income.
Janus Triton Fund............. Seeks long-term growth of capital. 0.64% 1.05%(4)
Janus Twenty Fund............. Seeks long-term growth of capital. 0.64% N/A
Janus Worldwide Fund.......... Seeks long-term growth of capital 0.60%(3) 1.00%(4)
in a manner consistent with the
preservation of capital.
Worldwide Portfolio........... Seeks long-term growth of capital 0.60%(3) N/A
in a manner consistent with the
preservation of capital.
AXA Multimanager Large Cap
Core Equity Portfolio....... Seeks long-term capital growth. N/A
ING Janus Contrarian
Portfolio................... Seeks long-term growth of capital. N/A
Lincoln Janus Capital
Appreciation Fund........... Seeks long-term growth of capital. N/A
Maxim Janus Large Cap Growth
Portfolio................... Seeks long-term growth of capital. N/A
Met Janus Forty Portfolio..... Seeks long-term growth of capital. N/A
Northwestern Mutual Focused
Appreciation Portfolio...... Seeks long-term growth of capital. N/A
Northwestern Mutual
International Growth
Portfolio................... Seeks long-term growth of capital. N/A
Ohio National Aggressive
Growth Portfolio............ Seeks long-term growth of capital. N/A
Pacific Life Growth LT Fund... Seeks long-term growth of capital. N/A
Pacific Select Focused 30
Portfolio................... Seeks long-term growth of capital. N/A
Pacific Select Growth LT
Portfolio................... Seeks long-term growth of capital. N/A
SunAmerica Focus Growth
Portfolio................... Seeks long-term growth of capital. N/A
SunAmerica Focused Growth
Portfolio................... Seeks long-term growth of capital. N/A
SunAmerica International
Equity Portfolio............ Seeks long-term growth of capital. N/A
SunAmerica Large Cap Growth
Portfolio................... Seeks long-term growth of capital. N/A
SunAmerica Multi-Managed
Growth Portfolio............ Seeks long-term growth of capital. N/A
SunAmerica Multi-Managed
Income Portfolio............ Seeks long-term growth of capital. N/A
SunAmerica Multi-Managed
Income/Equity Portfolio..... Seeks long-term growth of capital. N/A
SunAmerica Multi-Managed
Moderate Growth Portfolio... Seeks long-term growth of capital. N/A
</Table>

D-2

--------

(1) Janus Capital has contractually agreed to waive the Portfolio's total annual
fund operating expenses (excluding distribution and shareholder servicing
fees applicable to Service Shares and Service II Shares, brokerage
commissions, interest, dividends, taxes, and extraordinary expenses
including, but not limited to, acquired fund fees and expenses) to a certain
limit until at least May 1, 2011. The contractual waiver may be terminated
or modified at any time prior to this date at the discretion of the Board of
Trustees. The expense limit is described in the "Management Expenses"
section of the respective prospectus.
(2) Subadvised by INTECH Investment Management LLC.
(3) Each Fund listed below pays an investment advisory fee rate that adjusts up
or down based upon the Fund's performance relative to its benchmark index
during a measurement period.

<Table>
<Caption>
FUND AS OF DATE FEE RATE
---- ---------- --------

INTECH Risk-Managed Core Fund..................... 10/31/09 0.37%
Janus Contrarian Fund............................. 10/31/09 0.70%
Janus Global Research Fund........................ 10/31/09 0.75%
Janus International Equity Fund................... 07/31/09 0.74%
Janus International Forty Fund.................... 07/31/09 0.73%
Janus Research Fund............................... 10/31/09 0.71%
Janus Worldwide Fund.............................. 10/31/09 0.52%
Worldwide Portfolio............................... 12/31/09 0.57%
</Table>

(4) Janus Capital has contractually agreed to waive the Fund's total annual fund
operating expenses (excluding any performance adjustments to management
fees, distribution and shareholder servicing fees (12b-1) applicable to
Class A Shares, Class C Shares, Class R Shares, and Class S Shares, the
administrative fees payable pursuant to the Transfer Agency Agreement
applicable to Class D Shares, Class R Shares, Class S Shares, and Class T
Shares, brokerage commissions, interest, dividends, taxes, and extraordinary
expenses including, but not limited to, acquired fund fees and expenses) to
a certain limit until at least February 16, 2011. The contractual waiver may
be terminated or modified at any time prior to this date at the discretion
of the Board of Trustees. The expense limit is described in the "Management
Expenses" section of the respective prospectus.
(5) Janus Capital has contractually agreed to waive the Portfolio's total annual
fund operating expenses (excluding any expenses of an underlying fund
(acquired fund fees and expenses), distribution and shareholder servicing
fees (12b-1) applicable to Class A Shares, Class C Shares, and Class S
Shares, the administrative fees payable pursuant to the Transfer Agency
Agreement applicable to Class D Shares, Class S Shares, and Class T Shares,
brokerage commissions, interest, dividends, taxes, and extraordinary
expenses) to a certain limit until at least February 16, 2011. The
contractual waiver may be terminated or modified at any time prior to this
date at the discretion of the Board of Trustees. The expense limit is
described in the "Management Expenses" section of the respective prospectus.
* The Trustees approved a plan to liquidate and terminate Global Life Sciences
Portfolio, Growth and Income Portfolio, Janus Aspen INTECH Risk-Managed Core
Portfolio, and Research Core Portfolio effective on or about April 30, 2010
or at such earlier time as may be authorized by the Trustees, therefore,
information is not provided for these Portfolios.

D-3

APPENDIX E

PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS OF JANUS CAPITAL AND THEIR PRINCIPAL
OCCUPATIONS

<Table>
<Caption>
POSITION(S) WITH JANUS CAPITAL
NAME JANUS CAPITAL/AFFILIATED ENTITY NAME OR AFFILIATED ENTITY
---- -------------------------------------------- --------------------------------------------

Timothy K. Armour(1) Janus Capital Group Inc. Interim Chief Executive Officer and Director
Janus Capital Management LLC Interim Chief Executive Officer
Janus Management Holdings Corp. Interim President and Interim Director
INTECH Investment Management LLC Working Director
Perkins Investment Management LLC Director

Robin C. Beery Janus Capital Group Inc. Executive Vice President and Head of
Intermediary Distribution, Global Marketing
and Product
Janus Capital Management LLC Executive Vice President and Head of
Intermediary Distribution, Global Marketing
and Product
Janus Distributors LLC Executive Vice President and Head of
Intermediary Distribution, Global Marketing
and Product
Perkins Investment Management LLC Director
INTECH Investment Management LLC Working Director
The Janus Foundation Director
Janus Services LLC Executive Vice President and Head of
Intermediary Distribution, Global Marketing
and Product

Gary D. Black(2) Janus Capital Group Inc. Chief Executive Officer and Director
Janus Capital Management LLC Chief Executive Officer
Janus Management Holdings Corp. President and Director
Janus Services LLC Executive Vice President
INTECH Investment Management LLC Working Director
Perkins Investment Management LLC Director

Daniel P. Charles(3) Janus Capital Management LLC Executive Vice President
Janus Capital Asia Limited Director
Janus Capital International Limited Director
Janus Services LLC Executive Vice President
INTECH Investment Management LLC Working Director
Janus Distributors LLC Executive Vice President

Jonathan D. Coleman Janus Capital Management LLC Co-Chief Investment Officer and Executive
Vice President

</Table>

E-1

Gregory A. Frost Janus Capital Group Inc. Chief Financial Officer and Executive Vice
President
Janus Capital Management LLC Chief Financial Officer and Executive Vice
President
Janus Capital Asia Limited Director
Janus Capital International Limited Director
Janus Capital Singapore Pte. Limited Director
The Janus Foundation Director
Janus Holdings LLC Senior Vice President, Controller, and
Director
Janus International Holding LLC Executive Vice President, Controller, and
Director
Janus Management Holdings Corp. Chief Financial Officer, Executive Vice
President, and Director
Janus Services LLC Chief Financial Officer and Executive Vice
President
Capital Group Partners, Inc. Chief Financial Officer, Executive Vice
President, and Director
INTECH Investment Management LLC Vice President and Working Director
Perkins Investment Management LLC Executive Vice President and Director
Janus Distributors LLC Chief Financial Officer and Executive Vice
President

Heidi W. Hardin Janus Capital Management LLC General Counsel and Senior Vice President
Janus Services LLC General Counsel and Senior Vice President
Perkins Investment Management LLC Vice President
Janus Distributors LLC General Counsel and Senior Vice President

Kelley Abbott Howes Janus Capital Group Inc. Chief Administrative Officer, General
Counsel, and Executive Vice President
Janus Capital Management LLC Chief Administrative Officer and Executive
Vice President
Janus Management Holdings Corp. Chief Administrative Officer, General
Counsel, Executive Vice President, and
Director
Capital Group Partners, Inc. Director
INTECH Investment Management LLC Vice President
Janus Distributors LLC Chief Administrative Officer and Executive
Vice President

</Table>

E-2

Dominic C.
Martellaro(4) Janus Capital Group Inc. Executive Vice President
Janus Capital Management LLC Executive Vice President
Janus Capital Funds Plc Director
Janus Capital Trust Manager Limited Director
Janus Services LLC Executive Vice President
Janus Distributors LLC

Gibson Smith Janus Capital Management LLC Co-Chief Investment Officer and Executive
Vice President
Janus Services LLC Executive Vice President
Perkins Investment Management LLC Director

Richard M. Weil Janus Capital Group Inc. Chief Executive Officer and Director
Janus Capital Management LLC Chief Executive Officer
Janus Management Holdings Corp. President and Director
Janus Services LLC Executive Vice President
INTECH Investment Management LLC Working Director
Perkins Investment Management LLC Director

</Table>

--------

(1) Mr. Armour resigned his positions with Janus Capital Group Inc. and its
subsidiaries effective January 31, 2010.
(2) Mr. Black resigned his positions with Janus Capital Group Inc. and its
subsidiaries effective July 13, 2009.
(3) Mr. Charles resigned his positions with Janus Capital Group Inc. and its
subsidiaries effective March 5, 2010.
(4) Mr. Martellaro resigned his positions with Janus Capital Group Inc. and its
subsidiaries effective October 31, 2009.

E-3

APPENDIX F

NUMBER OF OUTSTANDING SHARES AND NET ASSETS

[TO BE UPDATED]

F-1

APPENDIX G

5% BENEFICIAL OWNERS OF OUTSTANDING SHARES

[TO BE UPDATED]

G-1

APPENDIX H

LEGAL MATTERS

In the fall of 2003, the Securities and Exchange Commission ("SEC"), the
Office of the New York State Attorney General ("NYAG"), the Colorado Attorney
General ("COAG"), and the Colorado Division of Securities ("CDS") announced that
they were investigating alleged frequent trading practices in the mutual fund
industry. On August 18, 2004, Janus Capital announced that it had reached final
settlements with the SEC, the NYAG, the COAG, and the CDS related to such
regulators' investigations into Janus Capital's frequent trading arrangements.

A number of civil lawsuits were brought against Janus Capital and certain
of its affiliates, the Janus funds, and related entities and individuals based
on allegations similar to those announced by the above regulators and were filed
in several state and federal jurisdictions. Such lawsuits alleged a variety of
theories for recovery including, but not limited to, the federal securities
laws, other federal statutes (including ERISA), and various common law
doctrines. The Judicial Panel on Multidistrict Litigation transferred these
actions to the U.S. District Court for the District of Maryland (the "Court")
for coordinated proceedings. On September 29, 2004, five consolidated amended
complaints were filed with the Court, one of which still remains, and which was
brought by a putative class of shareholders of Janus Capital Group Inc. ("JCGI")
asserting claims on behalf of the shareholders against JCGI and Janus Capital
(First Derivative Traders et al. v. Janus Capital Group Inc. et al., U.S.
District Court, District of Maryland, MDL 1586, formerly referred to as Wiggins,
et al. v. Janus Capital Group Inc., et al., U.S. District Court, District of
Maryland, Case No. 04-CV-00818).

In the Wiggins case, a Motion to Dismiss was previously granted and the
matter was dismissed in May 2007. Plaintiffs appealed that dismissal to the
United States Court of Appeals for the Fourth Circuit. In May 2009, the Fourth
Circuit reversed the order of dismissal and remanded the case back to the Court
for further proceedings. In October 2009, Janus filed a petition for a writ of
certiorari with the United States Supreme Court to review the judgment of the
United States Court of Appeals for the Fourth Circuit. On January 11, 2010, the
Supreme Court asked the United States Solicitor General to file a brief on the
question of whether Janus' petition should be granted. As a result of these
developments at the Supreme Court, the Court has stayed all further proceedings
until the Supreme Court rules on Janus' petition for a writ of certiorari. In
addition to the Wiggins case, on January 20, 2010, the Court entered orders
dismissing the remaining claims asserted against Janus Capital and its
affiliates by fund investors in Steinberg et al. v. Janus Capital Management,
LLC et al., U.S. District Court, District of Maryland, Case No. 04-CV-00518 (a
derivative claim involving alleged frequent trading practices).

In addition to the lawsuits described above, the Auditor of the State of
West Virginia ("Auditor"), in his capacity as securities commissioner, initiated
administrative proceedings against many of the defendants in the market timing
cases (including JCGI and Janus Capital) and, as a part of its relief, is
seeking disgorgement and other monetary

H-1

relief based on similar market timing allegations (In the Matter of Janus
Capital Group Inc. et al., Before the Securities Commissioner, State of West
Virginia, Summary Order No. 05-1320). In September 2006, JCGI and Janus Capital
filed their answer to the Auditor's summary order instituting proceedings as
well as a Motion to Discharge Order to Show Cause. On July 31, 2009, Janus filed
a "Notice that Matter is Deemed Concluded." At this time, no further proceedings
are scheduled in this matter.

Additional lawsuits may be filed against certain of the Janus funds, Janus
Capital, and related parties in the future. Janus Capital does not currently
believe that these pending actions will materially affect its ability to
continue providing services it has agreed to provide to the Janus funds.

H-2

FORM OF PROXY CARD

PROXY JANUS ASPEN SERIES PROXY
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD [___________], 2010

THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF JANUS ASPEN SERIES (THE "TRUST"). The undersigned, revoking any
previous proxies, hereby appoints Robin C. Beery, Jesper Nergaard, and Stephanie Grauerholz-Lofton or any of them, as
attorneys and proxies, with full power of substitution to each, to vote the shares which the undersigned is entitled to
vote at the Special Meeting of Shareholders ("Meeting") of the Funds listed below to be held at the JW Marriott Hotel,
150 Clayton Lane, Denver, CO on [______________], 2010 at [10:00 a.m.] Mountain Time and at any adjournment(s) or
postponement(s) of such Meeting. As to any other matter that properly comes before the Meeting or any adjournment(s) or
postponement(s) thereof, the persons appointed above may vote in accordance with their best judgment. The undersigned
hereby acknowledges receipt of the accompanying Proxy Statement and Notice of Special Meeting.

[VOTE VIA THE INTERNET:]
[VOTE VIA THE TELEPHONE:]
------------------------------------------

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

NOTE: Please sign exactly as your name(s) appears on the
Proxy. If you are signing this Proxy for a corporation,
estate, trust or in other fiduciary capacity, for example,
as a trustee, please state that capacity or title along with
your signature.

------------------------------------------- ----------------
Signature Date

------------------------------------------- ----------------
Signature (Joint Owners) Date

FUNDS FUNDS
----- -----
Balanced Portfolio Janus Portfolio
Enterprise Portfolio Overseas Portfolio
Flexible Bond Portfolio Research Core Portfolio
Forty Portfolio Worldwide Portfolio
Global Life Sciences Portfolio Janus Aspen INTECH Risk-Managed Core Portfolio
Global Technology Portfolio Janus Aspen Perkins Mid Cap Value Portfolio
Growth and Income Portfolio

THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED, OR, IF YOU RETURN THIS PROXY BUT DO NOT FILL IN A BOX BELOW,
WE WILL VOTE YOUR SHARES "FOR" THAT PROPOSAL.

PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. EXAMPLE: [X]

[ ] To vote FOR ALL Funds on ALL Proposals mark this box. No other vote is necessary.

1. ELECTION OF TEN TRUSTEES: FOR ALL WITHHOLD FOR ALL
AUTHORITY EXCEPT
01. Jerome S. Contro 02. William F. McCalpin 03. John W. McCarter, Jr. FOR ALL

04. Dennis B. Mullen 05. James T. Rothe 06. William D. Stewart [ ] [ ] [ ]

07. Martin H. Waldinger 08. Linda S. Wolf 09. John P. McGonigle

10. John H. Cammack

To withhold authority to vote for one or more (but not all) nominees, mark "FOR ALL EXCEPT" and write the
corresponding number(s) of the nominee(s) on the line below.

2. APPROVE AN AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT THAT WILL CHANGE THE INVESTMENT ADVISORY FEE RATE
FROM A FIXED RATE TO A RATE THAT ADJUSTS UP OR DOWN BASED UPON THE FUND'S PERFORMANCE RELATIVE TO ITS BENCHMARK
INDEX.

FOR AGAINST ABSTAIN
Proposal 2.a. Forty Portfolio [ ] [ ] [ ]

Proposal 2.b. Janus Portfolio [ ] [ ] [ ]

Proposal 2.c. Overseas Portfolio [ ] [ ] [ ]