AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 21, 2003

SECURITIES ACT FILE NO. 333-101855

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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

[X] Pre-Effective Amendment No. 1 [ ] Post-Effective Amendment
No. ____________

JANUS INVESTMENT FUND
(Exact Name of Registrant as Specified in Charter)

100 FILLMORE STREET, DENVER, COLORADO 80206-4928
(Address of Principal Executive Offices)

303-333-3863
(Registrant's Telephone Number, Including Area Code and Telephone Number)

KELLEY ABBOTT HOWES
JANUS INVESTMENT FUND
100 FILLMORE STREET, DENVER, COLORADO 80206-4928
(Name and Address of Agent for Service)

COPY TO: GEOFFREY R.T. KENYON, ESQ., GOODWIN PROCTER LLP
Exchange Place, Boston, Massachusetts 02109

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Approximate Date of Proposed Public Offering:

As soon as practicable after this Registration Statement becomes effective.

No filing fee is required because an indefinite number of shares of
beneficial interest, $.01 par value, of the Registrant have previously been
registered pursuant to Section 24(f) of the Investment Company Act of 1940, as
amended.

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

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JANUS INVESTMENT FUND

CONTENTS OF REGISTRATION STATEMENT ON FORM N-14

This Registration Statement consists of the following papers and documents:

Cover Sheet
Table of Contents
Janus Strategic Value Fund
Part A -- Prospectus/Information Statement
Part B -- Statement of Additional Information
Part C -- Other Information
Signature Page
Exhibits

[JANUS LOGO]

January 16, 2003

Dear Shareholder:

This letter is a follow-up to my note to you dated December 13, 2002. At
that time, I informed you that your funds' trustees approved the combination of
Janus Special Situations Fund with Janus Strategic Value Fund. After careful
consideration, we decided to combine these funds because they share similar
investment objectives as well as the same portfolio manager.

At the close of business on February 27, 2003, Janus Special Situations
Fund will transfer its assets to Janus Strategic Value Fund. Each Janus Special
Situations Fund shareholder will receive the number of shares of Janus Strategic
Value Fund equal in value to his or her shares of Janus Special Situations Fund
as of the date of the transaction. We have enclosed a Prospectus/Information
Statement which describes the transaction in detail.

The combined fund will be renamed "Janus Special Equity Fund" to reflect
the similar investment objectives of the predecessor funds. As a shareholder,
you will be investing in a fund with comparable objectives and the same
portfolio manager as Janus Special Situations Fund. We also expect that the
combined fund will provide you with the benefits of lower fund operating
expenses.

THE TRANSACTION WILL NOT REQUIRE ANY ACTION ON YOUR PART. Your assets will
automatically be invested in Janus Strategic Value Fund as of the closing date.
We believe this fund will play an important role in your investment portfolio.
However, if you do not want to have your assets transferred to Janus Strategic
Value Fund, please contact Janus to discuss alternatives no later than February
26, 2003. (Or, if we do not service your account directly, contact your
financial institution.) You are a valued investor and, above all, we want you to
be comfortable with your investment options.

Thank you for your investment and your continued trust.

Sincerely,

MARK WHISTON

Chief Executive Officer

JANUS INVESTMENT FUND
100 FILLMORE STREET, DENVER, COLORADO 80206-4928

PROSPECTUS/INFORMATION STATEMENT

This Prospectus/Information Statement is being furnished to shareholders of
Janus Special Situations Fund in connection with an Agreement and Plan of
Reorganization (the "Plan"). Under the Plan, shareholders of Janus Special
Situations Fund will receive shares of Janus Strategic Value Fund equal in total
value to their holdings in Janus Special Situations Fund as of the closing date
of the reorganization (the "Reorganization"). After the Reorganization is
complete, Janus Special Situations Fund will be dissolved. The Reorganization is
expected to be effective on or about February 27, 2003.

The Board of Trustees of Janus Investment Fund (the "Trust") determined
that the shareholders of Janus Special Situations Fund will benefit by becoming
shareholders of Janus Strategic Value Fund because the funds share similar
objectives and investment strategies, have the same portfolio manager, and the
larger combined fund should have lower operating expenses than Janus Special
Situations Fund would have if it continued to operate as a stand-alone fund. The
Board of Trustees was also advised by legal counsel that the Reorganization will
be treated as a tax-free transaction for Janus Special Situations Fund and its
shareholders. Shareholders of Janus Special Situations Fund are not being asked
to vote on the Plan or approve the reorganization.

Janus Strategic Value Fund and Janus Special Situations Fund are series of
the Trust, a Massachusetts business trust registered as an open-end, diversified
management investment company consisting of 26 separate series. Janus Capital
Management LLC ("Janus") serves as the investment adviser to both of the funds.
The investment objective of Janus Strategic Value Fund is long-term growth of
capital, while Janus Special Situations Fund's is to seek capital appreciation.

This Prospectus/Information Statement, which you should read carefully and
retain for future reference, sets forth concisely the information that you
should know about Janus Strategic Value Fund, Janus Special Situations Fund, and
the transactions contemplated by the Plan. Copies of the Prospectus for Janus
Strategic Value Fund, dated February 25, 2002, and Janus Strategic Value Fund's
most recent Annual Report to Shareholders are included with this
Prospectus/Information Statement and are incorporated by reference.

A Statement of Additional Information, dated January , 2003 relating to
the proposed transactions described in this Prospectus/Information Statement has
been filed with the SEC and is incorporated by reference in this
Prospectus/Information Statement. Additional information relating to the funds
and the Trust is contained in the Trust's Statement of Additional Information
with respect to several of its open funds, including Janus Strategic Value Fund
and Janus Special Situations Fund, dated February 25, 2002, Janus Special
Situations Fund's Prospectus dated February 25, 2002 and Janus Special
Situations Fund's Annual Report to Shareholders dated October 31, 2002, each of
which has been filed with the Securities and Exchange Commission ("SEC"). You
can obtain a free copy of these documents by calling Janus at 1-800-525-3713.

The SEC maintains a web site (http://www.sec.gov) that contains the
Statement of Additional Information dated January , 2003 and other material
incorporated by reference, together with other information regarding Janus
Strategic Value Fund and Janus Special Situations Fund.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus/Information Statement is January , 2003.

TABLE OF CONTENTS

<Table>
<Caption>
PAGE
----

SYNOPSIS.................................................... 1
The Reorganization........................................ 1
Investment Objectives And Policies........................ 1
Fees And Expenses......................................... 2
Purchases/Redemptions/Exchanges........................... 3
Dividends And Other Distributions......................... 3
PRINCIPAL RISK FACTORS...................................... 3
THE REORGANIZATION.......................................... 5
The Plan.................................................. 5
Reasons for the Reorganization............................ 6
Federal Income Tax Consequences........................... 6
Description of the Securities to be Issued................ 7
Capitalization............................................ 8
SHARE OWNERSHIP............................................. 8
Five Percent Holders...................................... 8
Shares Held by Officers and Trustees...................... 9
Appendix A Agreement and Plan of Reorganization............ A-1
PART B STATEMENT OF ADDITIONAL INFORMATION.................. B-1
Pro Forma Financial Statements............................ B-2
PART C OTHER INFORMATION.................................... C-1
ITEM 15. INDEMNIFICATION.................................. C-1
ITEM 16. EXHIBITS......................................... C-1
ITEM 17. UNDERTAKINGS..................................... C-6
SIGNATURES.................................................. C-7
</Table>

JANUS STRATEGIC VALUE FUND
100 FILLMORE STREET, DENVER, COLORADO 80206-4928

PROSPECTUS/INFORMATION STATEMENT

DATED JANUARY , 2003

SYNOPSIS

THE REORGANIZATION

At a meeting held on December 10, 2002, the Board of Trustees of the Trust
unanimously approved the Plan. The Board of Trustees concluded that the
Reorganization is in the best interests of the shareholders of both Janus
Special Situations Fund and Janus Strategic Value Fund, and that interests of
shareholders of the two funds will not be diluted as a result of the
transaction.

Under the Plan, Janus Special Situations Fund will transfer substantially
all of its assets to Janus Strategic Value Fund, and shareholders in Janus
Special Situations Fund will receive shares of Janus Strategic Value Fund in
exchange for their shares of Janus Special Situations Fund. Each Janus Special
Situations Fund shareholder will receive full and fractional shares of Janus
Strategic Value Fund equal in value to the total value of his or her shares of
Janus Special Situations Fund as of the closing date of the Reorganization,
which is expected to be February 27, 2003.

According to the specific terms of the Plan, Janus Special Situations Fund
will transfer substantially all of its assets to Janus Strategic Value Fund in
exchange for shares of Janus Strategic Value Fund and Janus Strategic Value
Fund's assumption of all known liabilities of Janus Special Situations Fund.
Janus Special Situations Fund will then distribute these shares of Janus
Strategic Value Fund to its shareholders in exchange for their shares of Janus
Special Situations Fund, and Janus Special Situations Fund will be dissolved.
Immediately after the Reorganization, each person who held shares in Janus
Special Situations Fund will hold shares in Janus Strategic Value Fund with
exactly the same total value. The combined fund will be renamed "Janus Special
Equity Fund." The Plan provides that Janus will bear all costs and expenses of
the Reorganization, including the costs and expenses incurred in the preparation
and mailing of this Prospectus/Information Statement.

The implementation of the Reorganization is subject to a number of
conditions set forth in the Plan. Among the significant conditions (which may
not be waived) are the receipt by each fund of an opinion of counsel to the
effect that the Reorganization will be treated as a tax-free transaction to
Janus Special Situations Fund and its shareholders.

This description of the Reorganization is qualified by reference to the
full text of the Plan, which is attached as Appendix A.

INVESTMENT OBJECTIVES AND POLICIES

The investment objective of Janus Strategic Value Fund is long-term growth
of capital, while the investment objective of Janus Special Situations Fund is
capital appreciation.

Both funds apply a "bottom up" approach in choosing investments. In other
words, the portfolio manager looks at companies one at a time to determine if a
company is an attractive investment opportunity and consistent with the fund's
investment policies. If the portfolio manager is unable to find such
investments, a significant portion of the fund's assets may be in cash or
similar investments. While Janus Strategic Value Fund applies a value approach
to investing, and Janus Special Situations Fund focuses on stocks of "special
situation" companies, both approaches share an emphasis on stocks that the
portfolio manager believe have been undervalued, with an emphasis on a company's
free cash flow. The Combined Fund will adopt an investment restriction which
provides that, under normal circumstances, the Fund will invest at least 80% of
its net assets in equity securities.

Janus Strategic Value Fund invests primarily in common stocks with the
potential for long-term growth of capital using a "value" approach. The "value"
approach emphasizes investments in companies the portfolio manager believes are
undervalued relative to their intrinsic worth. The portfolio manager measures
value as a function of price/free cash flow. Price/free cash flow is the
relationship between the price of a stock and the company's available cash from
operations minus capital expenditures. The portfolio manager will typically seek
attractively valued companies that are improving their free cash flow and
returns on invested capital. These companies may also include special situations
companies that are experiencing management changes and/or are temporarily out of
favor.

Janus Special Situations Fund invests primarily in common stocks selected
for their capital appreciation potential. Janus Special Situations Fund
emphasizes stocks of "special situation" companies that the portfolio manager
believes have been overlooked or undervalued by other investors. A special
situation arises when the portfolio manager believes that the securities of an
issuer will be recognized and appreciate in value due to a specific development
with respect to that issuer. Special situations may include significant changes
in a company's allocation of its existing capital, a restructuring of assets, or
a redirection of free cash flows. For example, issuers undergoing significant
capital changes may include companies involved in spin-offs, sales of divisions,
mergers or acquisitions, companies emerging from bankruptcy, or companies
initiating large changes in their debt to equity ratio. Companies that are
redirecting cash flows may be reducing debt, repurchasing shares or paying
dividends. Special situations may also result from (i) significant changes in
industry structure through regulatory developments or shifts in competition;
(ii) a new or improved product, service, operation or technological advance;
(iii) changes in senior management; or (iv) significant changes in cost
structure. The Fund's performance could suffer if the anticipated development in
a "special situation" investment does not occur or does not attract the expected
attention.

Both funds have identical investment restrictions. For example, each fund
will limit its investment in high-yield/high-risk bonds, also known as junk
bonds, to less than 35% of its net assets.

As of the closing date of the Reorganization, the combined Fund will adopt
an investment restriction which provides that, under normal circumstances, it
will invest at least 80% of net assets in equity securities. Thereafter, this
restriction could be changed on 60 days advance notice to shareholders.

FEES AND EXPENSES

This table discloses the fees and expenses that you may pay if you buy and
hold shares of either fund. As shown by this table, there are no transaction
charges when you buy or sell shares of either fund, nor will there be any such
charges following the Reorganization. THERE WILL NOT BE ANY FEE PAYABLE IN
CONNECTION WITH THE REORGANIZATION.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

<Table>

Sales Charge Imposed on Purchases........................... None
Sales Charge Imposed on Reinvested Dividends................ None
Deferred Sales Charges...................................... None
Redemption Fees............................................. None
Exchange Fees............................................... None
Maximum Account Fee......................................... None
</Table>

Set forth below is a comparison of each fund's operating expenses for the
fiscal year ended October 31, 2002. The ratios also are shown on a pro forma
(estimated) combined basis, giving effect to the Reorganization.

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

<Table>
<Caption>
MANAGEMENT 12B-1 OTHER TOTAL OPERATING
JANUS INVESTMENT FUND FEES FEES EXPENSES EXPENSES
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Janus Strategic Value Fund................ .65% None .36% 1.01%
Janus Special Situations Fund............. .65% None .33% .98%
Pro Forma Combined (Janus Strategic Value
Fund)................................... .65% None .33% .98%
</Table>

Total Operating Expenses include management fees and administrative costs
such as shareholder record keeping and reports, custodian and pricing services
and registration fees.

EXAMPLE

To illustrate the effect of Operating Expenses, assume that each fund's
annual return is 5% and that it had Total Operating Expenses described in the
table above. For every $10,000 invested in each fund, the following amounts of
total expenses would have been paid if an investor closed his or her account at
the end of each of the following time periods:

<Table>
<Caption>
JANUS INVESTMENT FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
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Janus Strategic Value Fund.......................... $103 $322 $558 $1,236
Janus Special Situations Fund....................... 100 312 542 1,201
Pro Forma Combined (Janus Strategic Value Fund)..... $100 $312 $542 $1,201
</Table>

The purpose of these tables is to assist an investor in understanding the
various types of costs and expenses that an investor in the combined fund will
bear, whether directly or indirectly. The assumption in this example of a 5%
annual return is required by regulations of the SEC applicable to all mutual
funds. THE INFORMATION IN THE PREVIOUS TABLES SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES OR RATES OF RETURN. ACTUAL EXPENSES OR
RETURNS MAY BE GREATER OR LESS THAN THOSE SHOWN AND MAY CHANGE.

PURCHASES/REDEMPTIONS/EXCHANGES

Procedures to purchase, redeem and exchange shares of each of Janus
Strategic Value Fund and Janus Special Situations Fund are identical.

DIVIDENDS AND OTHER DISTRIBUTIONS

Janus Strategic Value Fund and Janus Special Situations Fund each pays net
investment income dividends annually. Each fund will make additional payments to
shareholders, if necessary, to avoid the imposition of any federal income or
excise tax on the funds.

PRINCIPAL RISK FACTORS

Janus Strategic Value Fund has substantially the same risk factors as Janus
Special Situations Fund (except for the risks associated with value investing,
which apply only to Janus Strategic Value Fund). These risk factors are
summarized below.

Stock Market Risk. Each fund may invest substantially all of its assets in
common stocks, the main risk is the risk that the value of the stocks they hold
might decrease in response to the activities of an individual company or in
response to general market and/or economic conditions. If this occurs, the share
price of the funds may also decrease. Performance may also be affected by risks
specific to certain types of investments, such as foreign securities, derivative
investments, non-investment grade bonds, initial public offerings (IPOs) or
companies with relatively small market capitalizations.

Nondiversification. Diversification is a way to reduce risk by investing
in a broad range of stocks or other securities. A "nondiversified" fund, such as
Janus Strategic Value Fund or Janus Special Situations Fund, has the ability to
take larger positions in a smaller number of issuers than a "diversified" fund.
This gives the Fund more

flexibility to focus its investments in the most attractive companies identified
by the Fund's portfolio manager. Because the appreciation or depreciation of a
single stock may have a greater impact on the NAV of a nondiversified fund, its
share price can be expected to fluctuate more than a comparable diversified
fund. This fluctuation, if significant, may affect the performance of the Fund.

Value Investing (Janus Strategic Value Fund only). If the portfolio
manager's perception of a company's worth is not realized in the time frame he
expects, the overall performance of Janus Strategic Value Fund may suffer. In
general, the portfolio manager believes this risk is mitigated by investing in
companies that are undervalued in the market in relation to earnings, dividends
and/or assets.

Special Situations. The fund may invest in special situations. A special
situation arises when, in the opinion of the fund's portfolio manager, the
securities of a particular issuer will be recognized and appreciate in value due
to a specific development with respect to that issuer. Special situations may
include significant changes in a company's allocation of its existing capital, a
restructuring of assets, or a redirection of free cash flow. Developments
creating a special situation might include, among others, a new product or
process, a technological breakthrough, a management change or other
extraordinary corporate event, or differences in market supply of and demand for
the security. The fund's performance could suffer if the anticipated development
in a "special situation" investment does not occur or does not attract the
expected attention.

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

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

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

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

- Market Risk. Foreign securities markets, particularly those of emerging
market countries, may be less liquid and more volatile than domestic
markets. Certain markets may require payment for securities before
delivery and delays may be encountered in settling securities
transactions. In some foreign markets there may not be protection against
failure by other parties to complete transactions.

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

Bond Risk. Each fund may invest in high-yield/high-risk bonds (or "junk"
bonds), which are bonds rated below investment grade by the primary rating
agencies such as Standard & Poor's and Moody's. The value of lower quality bonds
generally is more dependent on credit risk, or the ability of the issuer to meet
interest and principal payments, than investment grade bonds. Issuers of
high-yield bonds may not be as strong financially as those issuing bonds with
higher credit ratings and are more vulnerable to real or perceived economic
changes, political changes or adverse developments specific to the issuer.

Hedging Risk. Each fund may use futures, options, swaps and other
derivative instruments to "hedge" or protect their portfolios from adverse
movements in securities prices and interest rates. Each fund may also use a

variety of currency hedging techniques, including forward currency contracts, to
manage exchange rate risk. Each fund's performance could be worse than if the
fund had not used such instruments if the portfolio manager's judgment proves
incorrect.

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

THE REORGANIZATION

THE PLAN

The terms and conditions under which the Reorganization will be implemented
are set forth in the Plan. Significant provisions of the Plan are summarized
below; however, this summary is qualified in its entirety by reference to the
Plan, which is attached as Appendix A to this Prospectus/Information Statement.

The Plan contemplates (i) Janus Strategic Value Fund's acquiring
substantially all of the assets of Janus Special Situations Fund in exchange
solely for shares of Janus Strategic Value Fund and the assumption by Janus
Strategic Value Fund of all of Janus Special Situations Fund's known
liabilities, if any, as of the closing date, and (ii) the distribution on the
closing date of such shares to the shareholders of Janus Special Situations
Fund.

The value of Janus Special Situations Fund's assets to be acquired and the
amount of its liabilities to be assumed by Janus Strategic Value Fund and the
net asset value of a share of Janus Special Situations Fund will be determined
as of the close of regular trading on the NYSE on the closing date and will be
determined in accordance with the valuation procedures described in the
then-current Janus Strategic Value Fund Prospectus and SAI. When market
quotations are not readily available, or events or circumstances that may effect
the value of portfolio securities are identified between the closing of their
principal markets and the time the net asset value (NAV) is determined,
securities are valued at their fair value as determined in good faith under
procedures established by and under the supervision of the Funds' Trustees. The
Plan provides that Janus will bear all costs and expenses of the Reorganization,
including the costs and expenses incurred in the preparation and mailing of this
Prospectus/Information Statement. The closing date is expected to be on or about
February 27, 2003.

As soon as practicable after the closing date, Janus Special Situations
Fund will distribute pro rata to its shareholders of record the shares of Janus
Strategic Value Fund it receives in the Reorganization, so that each shareholder
of Janus Special Situations Fund will receive a number of full and fractional
shares of Janus Strategic Value Fund equal in value to his or her holdings in
Janus Special Situations Fund. Janus Special Situations Fund will be dissolved
soon thereafter. Such distribution will be accomplished by opening accounts on
the books of Janus Strategic Value Fund in the names of Janus Special Situations
Fund shareholders and by transferring thereto the shares of Janus Strategic
Value Fund previously credited to the account of Janus Special Situations Fund
on those books. Each shareholder account shall be credited with the pro rata
number of Janus Strategic Value Fund's shares due to that shareholder.
Accordingly, immediately after the Reorganization, each former shareholder of
Janus Special Situations Fund will own shares of Janus Strategic Value Fund that
will be equal to the value of that shareholder's shares of Janus Special
Situations Fund immediately prior to the Reorganization. Any special options
(for example, automatic investment, automatic withdrawal and systematic exchange
plans on current Janus Special Situations Fund shareholder accounts) will
automatically transfer to the new accounts.

The implementation of the Reorganization is subject to a number of
conditions set forth in the Plan. For instance, the Plan may be terminated and
the Reorganization abandoned at any time prior to the closing date by

the Trust's Board of Trustees if it determines that the Reorganization would
disadvantage either fund. The Trust's officers may change or postpone the
closing date.

REASONS FOR THE REORGANIZATION

Janus Special Situations Fund was established in 1996 to pursue a subset of
"value" investing (namely investing in "special situation" stocks). In September
1999, Janus Strategic Value Fund was created to pursue a somewhat broader
approach to value investing. In practice, Janus Strategic Value Fund has had
somewhat better performance and is now a much larger fund than Janus Special
Situations Fund. Currently the two funds have substantially similar investment
characteristics and are managed by the same portfolio manager.

At a meeting held on December 10, 2002, the Board of Trustees of the Trust
unanimously determined that the Reorganization is in the best interests of the
shareholders of Janus Special Situations Fund and Janus Strategic Value Fund,
and that the interests of shareholders of Janus Special Situations Fund and
Janus Strategic Value Fund, respectively, will not be diluted as a result of the
Reorganization.

In approving the Reorganization, the Board of Trustees of the Trust
considered a number of factors, including the following:

(1) Janus Strategic Value Fund and Janus Special Situations Fund have
the same portfolio manager, identical investment restrictions and share
similar objectives and investment strategies;

(2) the historical expense ratio of Janus Special Situations Fund as
compared to its asset base is higher than the historical expense ratio of
Janus Strategic Value Fund;

(3) the Reorganization will permit fixed costs to be spread over a
larger asset base, which over time may result in a slight decrease in the
operating expenses of Janus Strategic Value Fund; and

(4) the Reorganization will be treated as a tax-free transaction to
Janus Special Situations Fund and its shareholders.

The Board of Trustees also considered alternatives to the Reorganization,
such as liquidating Janus Special Situations Fund or maintaining the status quo,
and concluded that the Reorganization will produce a better result for all
parties. In this regard, the Boards of Trustees recognized that Janus will also
benefit from the Reorganization as a result of a reduction in its costs
associated with operating Janus Special Situations Fund.

FEDERAL INCOME TAX CONSEQUENCES

As a condition to the Reorganization, the Trust will receive a legal
opinion from Goodwin Procter LLP, to the effect that, subject to customary
assumptions and representations, on the basis of the existing provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), the Treasury Regulations
promulgated thereunder and current administrative and judicial interpretations
thereof, for federal income tax purposes:

- the transfer of all or substantially all of the assets of Janus Special
Situations Fund solely in exchange for Janus Strategic Value Fund shares
and the assumption by Janus Strategic Value Fund of all known liabilities
of Janus Special Situations Fund, and the distribution of such shares to
the shareholders of Janus Special Situations Fund, will constitute a
"reorganization" within the meaning of Section 368(a) of the Code; Janus
Strategic Value Fund and Janus Special Situations Fund will each be a
"party to a reorganization" within the meaning of Section 368(b) of the
Code;

- no gain or loss will be recognized by Janus Special Situations Fund on
the transfer of the assets of Janus Special Situations Fund to Janus
Strategic Value Fund in exchange for Janus Strategic Value Fund shares
and the assumption by Janus Strategic Value Fund of all known liabilities
of Janus Special Situations Fund or upon the distribution of Janus
Strategic Value Fund shares to Janus Special Situations Fund shareholders
in exchange for their shares of Janus Special Situations Fund;

- the tax basis of Janus Special Situations Fund's assets acquired by Janus
Strategic Value Fund will be the same to Janus Strategic Value Fund as
the tax basis of such assets to Janus Special Situations Fund immediately
prior to the reorganization, and the holding period of the assets of
Janus Special Situations

Fund in the hands of Janus Strategic Value Fund will include the period
during which those assets were held by Janus Special Situations Fund;

- no gain or loss will be recognized by Janus Strategic Value Fund upon the
receipt of the assets of Janus Special Situations Fund solely in exchange
for Janus Strategic Value Fund shares and the assumption by Janus
Strategic Value Fund of all known liabilities of Janus Special Situations
Fund;

- no gain or loss will be recognized by shareholders of Janus Special
Situations Fund upon the receipt of Janus Strategic Value Fund shares by
such shareholders, provided such shareholders receive solely Janus
Strategic Value Fund shares (including fractional shares) in exchange for
their Janus Special Situations Fund shares; and

- the aggregate tax basis of Janus Strategic Value Fund shares, including
any fractional shares, received by each shareholder of Janus Special
Situations Fund pursuant to the reorganization will be the same as the
aggregate tax basis of Janus Special Situations Fund shares held by such
shareholder immediately prior to the reorganization, and the holding
period of Janus Strategic Value Fund shares, including fractional shares,
to be received by each shareholder of Janus Special Situations Fund will
include the period during which Janus Special Situations Fund shares
exchanged therefor were held by such shareholder (provided that Janus
Special Situations Fund shares were held as a capital asset on the date
of the reorganization).

The receipt of such an opinion is a condition to the consummation of the
Reorganization. The Trust has not obtained an Internal Revenue Service ("IRS")
private letter ruling regarding the federal income tax consequences of the
Reorganization, and the IRS is not bound by advice of counsel. If the transfer
of the assets of Janus Special Situations Fund in exchange for Janus Strategic
Value Fund shares and the assumption by Janus Strategic Value Fund of all known
liabilities of Janus Special Situations Fund do not constitute a tax-free
reorganization, each Janus Special Situations Fund shareholder generally will
recognize gain or loss equal to the difference between the value of Janus
Strategic Value Fund shares such shareholder acquires and the tax basis of such
shareholder's Janus Special Situations Fund shares.

Shareholders of the funds should consult their tax advisers regarding the
effect, if any, of the proposed Reorganization in light of their individual
circumstances. Since the foregoing discussion relates only to the federal income
tax consequences of the Reorganization, shareholders of the funds should also
consult tax advisers as to state and local tax consequences, if any, of the
Reorganization.

As of October 31, 2002, Janus Special Situations Fund and Janus Strategic
Value Fund had unutilized capital loss carryovers of approximately $385 million
and $558 million, respectively. The final amount of unutilized capital loss
carryovers for each fund is subject to change and will not be determined until
the time of the Reorganization. After and as a result of the Reorganization,
these capital loss carryovers may in part be subject to limitations under
applicable tax laws on the rate at which they may be used in the future to
offset capital gains of Janus Strategic Value Fund. As a result, some or all of
the capital loss carryovers may expire unutilized. The Trustees of the Trust
took the tax treatment of the transaction into account in concluding that the
proposed Reorganization would be in the best interests of the funds and their
shareholders.

JANUS SPECIAL SITUATIONS FUND MAY SELL SECURITIES BEFORE THE
REORGANIZATION, WHETHER IN THE ORDINARY COURSE OF BUSINESS OR IN ANTICIPATION OF
THE REORGANIZATION. AFTER THE CLOSING, JANUS STRATEGIC VALUE FUND MAY DISPOSE OF
CERTAIN SECURITIES RECEIVED BY IT FROM JANUS SPECIAL SITUATIONS FUND. SUCH SALES
MAY RESULT IN TRANSACTION COSTS AND CAPITAL GAINS (OR LOSSES). THE FUNDS EXPECT
CAPITAL GAINS (IF ANY) TO BE INSIGNIFICANT. SHAREHOLDERS SHOULD CONSULT THEIR
OWN TAX ADVISERS CONCERNING THE POTENTIAL TAX CONSEQUENCES OF THE REORGANIZATION
TO THEM, INCLUDING FOREIGN, STATE AND LOCAL TAX CONSEQUENCES.

DESCRIPTION OF THE SECURITIES TO BE ISSUED

The Trust is registered with the SEC as an open-end management investment
company. The Trust is authorized to issue shares of beneficial interest in
separate portfolios. Each share of Janus Strategic Value Fund represents an
equal proportionate interest in Janus Strategic Value Fund with every other
share and is entitled to such dividends and distributions out of the net income
and capital gains belonging to Janus Strategic Value Fund when declared by the
Trustees. In the event Janus Strategic Value Fund were to be liquidated in the
future,
7

shareholders would be entitled to share pro rata in the net assets belonging to
Janus Strategic Value Fund available for distribution. Shares of Janus Strategic
Value Fund have identical voting, dividend, redemption, liquidation, and other
rights. When issued, each share is fully paid and nonassessable by the Trust,
has no preemptive or subscription rights, and is fully transferable. There are
no conversion rights.

The Board of Trustees of the Trust does not intend to hold annual meetings
of shareholders of the funds. However, special meetings may be called for a
specific fund or for the Trust as a whole for purposes such as electing or
removing Trustees, terminating or reorganizing the Trust, changing fundamental
policies, or for any other purpose requiring a shareholder vote under the 1940
Act. Separate votes are taken by each fund only if a matter affects or requires
the vote of only that fund or that fund's interest in the matter differs from
the interest of other portfolios of the Trust. Shareholders are entitled to one
vote for each share owned.

Under Massachusetts law, shareholders of the funds could, under certain
circumstances, be held liable for the obligations of their fund. However, the
Trust's Declaration of Trust disclaims shareholder liability for acts or
obligations of the funds and requires that notice of this disclaimer be given in
each agreement, obligation or instrument entered into or executed by the funds
or the Trustees. The Declaration of Trust also provides for indemnification from
the assets of the funds for all losses and expenses of any fund shareholder held
liable for the obligations of their fund. Thus, the risk of a shareholder
incurring a financial loss on account of its liability as a shareholder of one
of the funds is limited to circumstances in which their fund would be unable to
meet its obligations. The possibility that these circumstances would occur is
remote. The Trustees intend to conduct the operations of the funds to avoid, to
the extent possible, liability of shareholders for liabilities of their fund.

CAPITALIZATION

The following table shows the capitalization of Janus Special Situations
Fund and Janus Strategic Value Fund as of October 31, 2002, and the pro forma
combined capitalization of both funds as if the Reorganization had occurred on
that date.

<Table>
<Caption>
JANUS
JANUS SPECIAL
PRO FORMA STRATEGIC SITUATIONS
COMBINED VALUE FUND FUND
---------- ---------- ----------

Net Assets (000).................................. $1,900,461 $1,287,494 $612,967
Net Asset Value per share......................... $ 6.95 $ 6.95 $ 10.37
Shares Outstanding (000).......................... 273,511 185,314 59,135
</Table>

Information about Janus Strategic Value Fund is incorporated by reference
to the prospectus of Janus Strategic Value Fund, dated February 25, 2002 and its
Statement of Additional Information, dated February 25, 2002. Information about
Janus Special Situations Fund is incorporated by reference to the prospectus of
Janus Special Situations Fund, dated February 25, 2002 and its Statement of
Additional Information, dated February 25, 2002.

SHARE OWNERSHIP

FIVE PERCENT HOLDERS

Except as set forth in the table below, at January 9, 2003, there was no
person who was known by the Trust to own beneficially or of record 5% or more of
either fund's outstanding shares.

<Table>
<Caption>
JANUS STRATEGIC JANUS SPECIAL
VALUE FUND SITUATIONS FUND
--------------- ---------------

Charles Schwab & Co. Inc. ............................... 16.58% 13.49%
National Financial Services Co. ......................... 6.05% 7.70%
</Table>

SHARES HELD BY OFFICERS AND TRUSTEES

At January 9, 2003, the Trustees and officers of the Trust, as a group,
owned beneficially or of record less than 1% of the outstanding shares of each
fund.

APPENDIX A

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of
this 10th day of December, 2002, by and between Janus Investment Fund, a
Massachusetts business trust (the "Trust"), on behalf of the Janus Special
Situations Fund series of the Trust (the "Predecessor Fund"), and the Janus
Strategic Value Fund series of the Trust (the "Successor Fund").

All references in this Agreement to action taken by the Predecessor Fund or
the Successor Fund shall be deemed to refer to action taken by the Trust on
behalf of the respective portfolio series.

This Agreement is intended to be and is adopted as a plan of reorganization
and liquidation within the meaning of Section 368(a) of the United States
Internal Revenue Code of 1986, as amended (the "Code"). The reorganization (the
"Reorganization") will consist of the transfer by the Predecessor Fund of all or
substantially all of its assets to the Successor Fund, in exchange solely for
shares of beneficial interest in the Successor Fund ("New Shares") having a net
asset value equal to the net asset value of the Predecessor Fund, the assumption
by the Successor Fund of all the liabilities of the Predecessor Fund, and the
distribution of the New Shares to the shareholders of the Predecessor Fund in
complete liquidation of the Predecessor Fund as provided herein, all upon the
terms and conditions hereinafter set forth in this Agreement.

WHEREAS, the Board of Trustees of the Trust has determined that it is in
the best interest of the Predecessor Fund and the Successor Fund, respectively,
that the assets of the Predecessor Fund be acquired by the Successor Fund
pursuant to this Agreement and in accordance with the applicable statutes of the
Commonwealth of Massachusetts and that the interests of existing shareholders
will not be diluted as a result of this transaction;

NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:

1. Plan of Reorganization

1.1 Subject to the terms and conditions herein set forth [and on the basis
of the representations and warranties contained herein], the Trust shall (i)
transfer all or substantially all of the assets of the Predecessor Fund, as set
forth in paragraph 1.2, to the Successor Fund, (ii) cause the Successor Fund to
deliver to the Trust a number of full and fractional New Shares of the Successor
Fund equal to the number of shares of the Predecessor Fund as of the time and
date set forth in Article 2 and (iii) assume all the liabilities of the
Predecessor Fund, as set forth in paragraph 1.2. Such transactions shall take
place at the closing provided for in paragraph 2.1 (the "Closing").

1.2 The assets of the Predecessor Fund to be acquired by the Successor
Fund shall consist of all property, including, without limitation, all cash,
securities, commodities and futures interests, and dividends or interest
receivable which are owned by the Predecessor Fund and any deferred or prepaid
expenses shown as an asset on the books of the Predecessor Fund on the closing
date provided in paragraph 2.1 (the "Closing Date"). All liabilities, expenses,
costs, charges and reserves of the Predecessor Fund, to the extent that they
exist at or after the Closing, shall after the Closing attach to the Successor
Fund and may be enforced against the Successor Fund to the same extent as if the
same had been incurred by the Successor Fund.

1.3 The Predecessor Fund will distribute pro rata to its shareholders of
record, determined as of immediately after the close of business on the Closing
Date (the "Current Shareholders"), the corresponding New Shares received by the
Trust pursuant to paragraph 1.1. Such distribution and liquidation will be
accomplished by the transfer of the New Shares then credited to the accounts of
the Predecessor Fund on the books of the Successor Fund to open accounts on the
share records of the Successor Fund in the names of the Current Shareholders and
representing the respective pro rata number of the New Shares of the
corresponding class due such shareholders. All issued and outstanding shares of
the Predecessor Fund will simultaneously be canceled on the books of the Trust.
The Successor Fund shall not issue certificates representing the New Shares in
connection with such exchange. Ownership of New Shares will be shown on the
books of the Trust's transfer
A-1

agent. As soon as practicable after the Closing, the Trust shall take all steps
necessary to effect a complete liquidation of the Predecessor Fund, and change
the name of the Successor Fund to "Janus Special Equity Fund."

2. Closing and Closing Date

2.1 The Closing Date shall be February 27, 2003, or such later date as the
parties may agree to in writing. All acts taking place at the Closing shall be
deemed to take place simultaneously as of immediately after the close of
business on the Closing Date unless otherwise agreed to by the parties. The
close of business on the Closing Date shall be as of 4:00 p.m. New York Time.
The Closing shall be held at the offices of Janus Capital Management LLC ("Janus
Capital"), 100 Fillmore Street, Denver, Colorado 80206-4928, or at such other
time and/or place as the parties may agree.

2.2 The Trust shall cause Janus Services LLC (the "Transfer Agent"),
transfer agent of the Predecessor Fund, to deliver at the Closing a certificate
of an authorized officer stating that its records contain the names and
addresses of the Current Shareholders and the number and percentage ownership of
outstanding shares of the Predecessor Fund owned by each such shareholder
immediately prior to the Closing. The Successor Fund shall issue and deliver a
confirmation evidencing the New Shares to be credited on the Closing Date to the
Secretary of the Trust or provide evidence satisfactory to the Trust that such
New Shares have been credited to the accounts of the Predecessor Fund on the
books of the Successor Fund. At the Closing, each party shall deliver to the
other such bills of sales, checks, assignments, share certificates, if any,
receipts or other documents as such other party or its counsel may reasonably
request.

3. Representations and Warranties

3.1 The Trust, on behalf of the Predecessor Fund, hereby represents and
warrants to the Successor Fund as follows:

(i) the Trust is duly organized, validly existing and in good standing
under the laws of the Commonwealth of Massachusetts and has full power and
authority to conduct its business as presently conducted;

(ii) the Trust has full power and authority to execute, deliver and
carry out the terms of this Agreement on behalf of the Predecessor Fund;

(iii) the execution and delivery of this Agreement on behalf of the
Predecessor Fund and the consummation of the transactions contemplated
hereby are duly authorized and no other proceedings on the part of the
Trust or the shareholders of the Predecessor Fund (other than as
contemplated in paragraph 4.1(vi)) are necessary to authorize this
Agreement and the transactions contemplated hereby;

(iv) this Agreement has been duly executed by the Trust on behalf of
the Predecessor Fund and constitutes its valid and binding obligation,
enforceable in accordance with its terms, subject to applicable bankruptcy,
reorganization, insolvency, moratorium and other rights affecting
creditors' rights generally, and general equitable principles;

(v) neither the execution and delivery of this Agreement by the Trust
on behalf of the Predecessor Fund, nor the consummation by the Trust on
behalf of the Predecessor Fund of the transactions contemplated hereby will
conflict with, result in a breach or violation of or constitute (or with
notice, lapse of time or both) a breach of or default under, the
Declaration of Trust or By-Laws of the Trust, as each may be amended, or
any statute, regulation, order, judgment or decree, or any instrument,
contract or other agreement to which the Trust is a party or by which the
Trust or any of its assets is subject or bound; and

(vi) no authorization, consent or approval of any governmental or
other public body or authority or any other party is necessary for the
execution and delivery of this Agreement by the Trust on behalf of the
Predecessor Fund or the consummation of any transactions contemplated
hereby by the Trust, other than as shall be obtained at or prior to the
Closing.

A-2

3.2 The Trust, on behalf of the Successor Fund, hereby represents and
warrants to the Predecessor Fund as follows:

(i) The Trust is duly organized, validly existing and in good standing
under the laws of the Commonwealth of Massachusetts and has full power and
authority to conduct its business as presently conducted;

(ii) the Trust has full power and authority to execute, deliver and
carry out the terms of this Agreement on behalf of the Successor Fund;

(iii) the execution and delivery of this Agreement on behalf of the
Successor Fund and the consummation of the transactions contemplated hereby
are duly authorized and no other proceedings on the part of the Trust or
the shareholders of the Successor Fund are necessary to authorize this
Agreement and the transactions contemplated hereby;

(iv) this Agreement has been duly executed by the Trust on behalf of
the Successor Fund and constitutes its valid and binding obligation,
enforceable in accordance with its terms, subject to applicable bankruptcy,
reorganization, insolvency, moratorium and other rights affecting
creditors' rights generally, and general equitable principles;

(v) neither the execution and delivery of this Agreement by the Trust
on behalf of the Successor Fund, nor the consummation by the Trust on
behalf of the Successor Fund of the transactions contemplated hereby will
conflict with, result in a breach or violation of or constitute (or with
notice, lapse of time or both constitute) a breach of or default under, the
Declaration of Trust or By-Laws of the Trust, as each may be amended, or
any statute, regulation, order, judgment or decree, or any instrument,
contract or other agreement to which the Trust is a party or by which the
Trust or any of its assets is subject or bound; and

(vi) no authorization, consent or approval of any governmental or
other public body or authority or any other party is necessary for the
execution and delivery of this Agreement by the Trust on behalf of the
Successor Fund or the consummation of any transactions contemplated hereby
by the Trust, other than as shall be obtained at or prior to the Closing.

4. Conditions Precedent

4.1 The obligations of the Trust on behalf of each of the Predecessor Fund
and the Successor Fund to effectuate the Reorganization shall be subject to the
satisfaction of the following conditions:

(i) The Trust shall have filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form N-14 under
the Securities Act of 1933, as amended (the "Securities Act") and such
amendment or amendments thereto as are determined by the Board of Trustees
of the Trust to be necessary and appropriate to effect the registration of
the New Shares (the "Registration Statement"), and the Registration
Statement shall have become effective, and no stop-order suspending the
effectiveness of the Registration Statement shall have been issued, and no
proceeding for that purpose shall have been initiated or threatened by the
Commission (and not withdrawn or terminated);

(ii) The applicable New Shares shall have been duly qualified for
offering to the public in all states in which such qualification is
required for consummation of the transactions contemplated hereunder;

(iii) All representations and warranties of the Trust on behalf of the
Predecessor Fund contained in this Agreement shall be true and correct in
all material respects as of the date hereof and as of the Closing, with the
same force and effect as if then made, and the Trust on behalf of the
Successor Fund shall have received a certificate of an officer of the Trust
acting on behalf of the Predecessor Fund to that effect in form and
substance reasonably satisfactory to the Trust on behalf of the Successor
Fund;

(iv) All representations and warranties of the Trust on behalf of the
Successor Fund contained in this Agreement shall be true and correct in all
material respects as of the date hereof and as of the Closing, with the
same force and effect as if then made, and the Trust on behalf of the
Predecessor Fund shall have received a certificate of an officer of the
Trust acting on behalf of the Successor Fund to that effect in form and
substance reasonably satisfactory to the Trust on behalf of the Predecessor
Fund;
A-3

(v) The Trust on behalf of each of the Predecessor Fund and the
Successor Fund shall have received an opinion from Goodwin Procter LLP
regarding certain tax matters in connection with the Reorganization.

5. Expenses

All of the expenses and costs of the Reorganization and the transactions
contemplated thereby shall be borne by Janus Capital.

6. Entire Agreement

The Trust agrees on behalf of each of the Predecessor Fund and the
Successor Fund that this Agreement constitutes the entire agreement between the
parties.

7. Termination

This Agreement and the transactions contemplated hereby may be terminated
and abandoned by resolution of the Board of Trustees of the Trust, at any time
prior to the Closing Date, if circumstances should develop that, in the opinion
of the Board, make proceeding with the Agreement inadvisable.

8. Amendments

This agreement may be amended, modified or supplemented in such manner as
may be mutually agreed upon in writing by the parties.

9. Notices

Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by prepaid
telegraph, telecopy or certified mail addressed to the parties hereto at their
principal place of business.

10. Headings; Counterparts; Governing Law; Assignment; Limitation of Liability

10.1 The Article and paragraph headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

10.2 This Agreement may be executed in any number of counterparts each of
which shall be deemed an original.

10.3 This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts.

10.4 This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but no assignment or
transfer hereof or of any rights or obligations hereunder shall be made by any
party without the written consent of the other party. Nothing herein expressed
or implied is intended or shall be construed to confer upon or give any person,
firm or corporation, other than the parties hereto and their respective
successors and assigns, any rights or remedies under or by reason of this
Agreement.

10.5 It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but shall bind only the trust
property of the Trust, as provided in the Declaration of Trust of the Trust. The
execution and delivery by such officers of the Trust shall not be deemed to have
been made by any of them individually or to impose any liability on any of them
personally, but shall bind only the trust property of the Trust as provided in
the Declaration of Trust of the Trust. The Trust is a series company with
twenty-six series and has entered into this Agreement on behalf of the
Predecessor Fund and the Successor Fund.

10.6 The sole remedy of a party hereto for a breach of any representation
or warranty made in this Agreement by the other party shall be an election by
the non-breaching party not to complete the transactions contemplated herein.

A-4

IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
executed as of the date set forth above.

<Table>

ATTEST JANUS INVESTMENT FUND, on behalf of its
separate series Janus Strategic Value Fund
For and on behalf of Janus Strategic Value
Fund

Name: By:
- -------------------------------------------- --------------------------------------------
Secretary Name:
Title:

ATTEST JANUS INVESTMENT FUND, on behalf of its
separate series Janus Special Situations
Fund
For and on behalf of Janus Special
Situations Fund

Name: By:
- -------------------------------------------- --------------------------------------------
Secretary Name:
Title:
</Table>

A-5

PART B

STATEMENT OF ADDITIONAL INFORMATION

Acquisition of the Assets of

JANUS SPECIAL SITUATIONS FUND
a series of
Janus Investment Fund
100 Fillmore Street
Denver, Colorado 80206-4928

By and in Exchange for Shares of

JANUS STRATEGIC VALUE FUND
a series of
Janus Investment Fund
100 Fillmore Street
Denver, Colorado 80206-4928

This Statement of Additional Information, relating specifically to the
proposed transfer of all or substantially all of the assets and all the
liabilities of Janus Special Situations Fund, a series of Janus Investment Fund,
to Janus Strategic Value Fund, a series of Janus Investment Fund, in exchange
for shares of Janus Strategic Value Fund, consists of this cover page and the
following described documents, each of which is attached hereto and incorporated
by reference herein:

(1) the Statement of Additional Information of Janus Investment Fund
with respect to several of its open funds, including Janus Strategic Value
Fund and Janus Special Situations Fund, dated February 25, 2002;

(2) the Annual Report of Janus Strategic Value Fund for the year ended
October 31, 2002; and

(3) the Annual Report of Janus Special Situations Fund for the year
ended October 31, 2002.

This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the Prospectus/Information
Statement dated January , 2003. A copy of the Prospectus/ Information
Statement may be obtained without charge by contacting Janus Capital Management
LLC ("Janus"), at 100 Fillmore Street, Denver, Colorado 80206-4928 or by
telephoning Janus toll free at 1-800-525-3713.

The date of this Statement of Additional Information is January , 2003.

B-1

STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS

<Table>
<Caption>
PAGE
----

Additional Information About Janus Strategic Value Fund and
Janus Special Situations Fund............................. B-2
Financial Statements........................................ B-2
Pro Forma Financial Statements.............................. B-2
</Table>

ADDITIONAL INFORMATION ABOUT JANUS STRATEGIC VALUE FUND AND JANUS SPECIAL
SITUATIONS FUND

This Statement of Additional Information is accompanied by the following
documents which contain additional information about Janus Strategic Value Fund
and Janus Special Situations Fund and which are incorporated by reference
herein:

1. The Statement of Additional Information dated February 25, 2002 of
Janus Investment Fund with respect to several of its open funds, including
Janus Strategic Value Fund and Janus Special Situations Fund, as filed with
the Securities and Exchange Commission on February 25, 2002 (Registration
No. 002-34393, EDGAR accession number 0000277751-02-000050);

3. The Supplement, dated April 3, 2002, to the Statement of Additional
Information dated February 25, 2002 of Janus Investment Fund with respect
to several of its open funds, including Janus Strategic Value Fund and
Janus Special Situations Fund, as filed with the Securities and Exchange
Commission on April 3, 2002 (Registration No. 002-34393, EDGAR accession
number 0000277751-02-000069); and

4. The Supplement, dated May 13, 2002, to the Statement of Additional
Information dated February 25, 2002 of Janus Investment Fund with respect
to several of its open funds, including Janus Strategic Value Fund and
Janus Special Situations Fund, as filed with the Securities and Exchange
Commission on May 13, 2002 (Registration No. 002-34393, EDGAR accession
number 0000277751-02-000082).

FINANCIAL STATEMENTS

Historical financial information regarding Janus Strategic Value Fund and
Janus Special Situations Fund is included in the following documents which
accompany this Statement of Additional Information and which are incorporated by
reference herein:

PRO FORMA FINANCIAL STATEMENTS

The unaudited pro forma combined financial statements are presented for the
information of the reader and may not necessarily be representative of what the
actual combined financial statements would have been had the reorganization
occurred at October 31, 2002. The unaudited pro forma schedule of investments,
and statement of assets and liabilities reflect the combined financial position
of the Strategic Value Fund and the Special Situations Fund at October 31, 2002.
The unaudited pro forma statement of operations reflects the combined results of
operations of the Strategic Value Fund and the Special Situations Fund for the
year ended October 31, 2002. These statements have been derived from the Funds'
respective books and records utilized in calculating daily net asset value at
the date indicated above for both the Strategic Value and Special Situations
Fund under accounting principles generally accepted in the United States of
America in the investment company industry. The historical cost of investment
securities will be carried forward to the surviving entity and the results of
operations of the Special Situations Fund for pre-combination periods will not
be restated.

B-2

PRO FORMA COMBINED PORTFOLIO OF INVESTMENTS

SCHEDULE OF INVESTMENTS
FOR THE PERIOD ENDED OCTOBER 31, 2002
<Table>
<Caption>
SHARES MARKET VALUE
-------------------------------------------------- ---------------
JANUS SPECIAL JANUS STRATEGIC JANUS SPECIAL
SITUATIONS FUND VALUE FUND COMBINED SITUATIONS FUND
--------------- --------------- -------------- ---------------

COMMON STOCK -- 99.3%
ADVERTISING SALES -- 0.3%
Lamar Advertising Co.*............................ 149,305 -- 149,305 5,067,412
APPAREL MANUFACTURERS -- 2.1%
Liz Claiborne, Inc. .............................. 410,260 920,045 1,330,305 12,192,927
AUTOMOTIVE -- CARS AND LIGHT TRUCKS -- 2.2%
Nissan Motor Company, Ltd.**...................... -- 5,391,000 5,391,000 --
AUTOMOTIVE -- TRUCK PARTS & EQUIPMENT -- 4.5%
Lear Corp.*....................................... 679,685 1,671,600 2,351,285 24,842,487
BROADCAST SERVICES AND PROGRAMMING -- 7.3%
Liberty Media Corp. -- Class A*................... 6,894,270 9,899,750 16,794,020 57,015,613
BUILDING -- PRODUCTS -- CEMENT AND
AGGREGATE -- 4.0%
Cemex S.A. de C.V. (ADR).......................... -- 3,724,550 3,724,550 --
CASINO HOTELS -- 2.8%
Station Casinos, Inc.*............................ 1,251,535 1,675,820 2,927,355 22,515,115
COMMERCIAL SERVICES -- 1.9%
Arbitron, Inc.*................................... 772,066 271,160 1,043,226 26,366,054
COMMERCIAL SERVICES -- FINANCE -- 1.9%
Moody's Corp...................................... 217,945 533,475 751,420 10,265,210
COMPUTER SERVICES -- 5.1%
Ceridian Corp.*................................... 2,690,620 4,390,995 7,081,615 37,076,744
COMPUTERS -- 5.3%
Apple Computer, Inc.*............................. 2,170,550 4,049,495 6,220,045 34,880,739
CONTAINERS -- PAPER AND PLASTIC -- 3.4%
Packaging Corporation of America*................. -- 3,734,160 3,734,160 --
DIAGNOSTIC KITS -- 0.4%
Biosite, Inc.*.................................... 275,000 -- 275,000 7,942,000
DIVERSIFIED MANUFACTURING OPERATIONS -- 5.2%
SPX Corp.*........................................ 444,880 801,280 1,246,160 18,689,409
Tyco International, Ltd........................... 1,358,730 1,926,570 3,285,300 19,647,236
ELECTRONIC DESIGN AUTOMATION -- 3.5%
Cadence Design Systems, Inc.*..................... 2,310,610 4,252,560 6,563,170 23,406,479
ENTERPRISE SOFTWARE/SERVICES -- 2.5%
Computer Associates International, Inc. .......... 1,602,665 1,644,800 3,247,465 23,815,602
FINANCE -- CONSUMER LOANS -- 1.0%
SLM Corp.......................................... -- 187,670 187,670 --
FINANCE -- CREDIT CARD -- 0.8%
American Express Co. ............................. -- 429,535 429,535 --
FINANCE -- MORTGAGE LOAN BANKER -- 3.6%
Fannie Mae........................................ -- 1,031,860 1,031,860 --
IDENTIFICATION SYSTEMS AND DEVICES -- 0%
Brady Corp. -- Class A............................ 970 -- 970 32,000
INTERNET BROKERS -- 1.0%
E*TRADE Group, Inc.*.............................. 4,204,556 -- 4,204,556 18,920,502
MEDICAL INFORMATION SYSTEMS -- 0.9%
IMS Health, Inc. ................................. 1,083,710 -- 1,083,710 16,298,998

<Caption>
MARKET VALUE
--------------------------------
JANUS STRATEGIC
VALUE FUND COMBINED
--------------- --------------

COMMON STOCK -- 99.3%
ADVERTISING SALES -- 0.3%
Lamar Advertising Co.*............................ -- 5,067,412
APPAREL MANUFACTURERS -- 2.1%
Liz Claiborne, Inc. .............................. 27,343,737 39,536,664
AUTOMOTIVE -- CARS AND LIGHT TRUCKS -- 2.2%
Nissan Motor Company, Ltd.**...................... 41,409,620 41,409,620
AUTOMOTIVE -- TRUCK PARTS & EQUIPMENT -- 4.5%
Lear Corp.*....................................... 61,096,980 85,939,467
BROADCAST SERVICES AND PROGRAMMING -- 7.3%
Liberty Media Corp. -- Class A*................... 81,870,932 138,886,545
BUILDING -- PRODUCTS -- CEMENT AND
AGGREGATE -- 4.0%
Cemex S.A. de C.V. (ADR).......................... 75,496,628 75,496,628
CASINO HOTELS -- 2.8%
Station Casinos, Inc.*............................ 30,148,002 52,663,116
COMMERCIAL SERVICES -- 1.9%
Arbitron, Inc.*................................... 9,260,114 35,626,168
COMMERCIAL SERVICES -- FINANCE -- 1.9%
Moody's Corp...................................... 25,126,672 35,391,882
COMPUTER SERVICES -- 5.1%
Ceridian Corp.*................................... 60,507,911 97,584,655
COMPUTERS -- 5.3%
Apple Computer, Inc.*............................. 65,075,385 99,956,123
CONTAINERS -- PAPER AND PLASTIC -- 3.4%
Packaging Corporation of America*................. 64,899,701 64,899,701
DIAGNOSTIC KITS -- 0.4%
Biosite, Inc.*.................................... -- 7,942,000
DIVERSIFIED MANUFACTURING OPERATIONS -- 5.2%
SPX Corp.*........................................ 33,661,773 52,351,182
Tyco International, Ltd........................... 27,858,202 47,505,438
ELECTRONIC DESIGN AUTOMATION -- 3.5%
Cadence Design Systems, Inc.*..................... 43,078,433 66,484,912
ENTERPRISE SOFTWARE/SERVICES -- 2.5%
Computer Associates International, Inc. .......... 24,441,728 48,257,330
FINANCE -- CONSUMER LOANS -- 1.0%
SLM Corp.......................................... 19,281,216 19,281,216
FINANCE -- CREDIT CARD -- 0.8%
American Express Co. ............................. 15,622,188 15,622,188
FINANCE -- MORTGAGE LOAN BANKER -- 3.6%
Fannie Mae........................................ 68,990,160 68,990,160
IDENTIFICATION SYSTEMS AND DEVICES -- 0%
Brady Corp. -- Class A............................ -- 32,000
INTERNET BROKERS -- 1.0%
E*TRADE Group, Inc.*.............................. -- 18,920,502
MEDICAL INFORMATION SYSTEMS -- 0.9%
IMS Health, Inc. ................................. -- 16,298,998
</Table>

B-3

<Table>
<Caption>
SHARES MARKET VALUE
-------------------------------------------------- ---------------
JANUS SPECIAL JANUS STRATEGIC JANUS SPECIAL
SITUATIONS FUND VALUE FUND COMBINED SITUATIONS FUND
--------------- --------------- -------------- ---------------

MULTIMEDIA -- 2.4%
Viacom, Inc. -- Class B*.......................... 429,190 589,715 1,018,905 19,146,166
NON-HAZARDOUS WASTE DISPOSAL -- 1.3%
Allied Waste Industries, Inc.*.................... 1,300,000 1,842,420 3,142,420 10,595,000
OIL COMPANIES -- EXPLORATION AND
PRODUCTION -- 2.6%
Magnum Hunter Resources, Inc.*,#.................. 2,278,075 -- 2,278,075 11,845,990
Apache Corp....................................... -- 598,825 598,825 --
Ocean Energy, Inc. ............................... -- 300,000 300,000 --
OIL REFINING AND MARKETING -- 3.7%
SK Corp.**........................................ 2,322,930 3,961,180 6,284,110 26,213,629
PAPER AND RELATED PRODUCTS -- 1.4%
Rayonier, Inc. ................................... -- 612,065 612,065 --
PETROCHEMICALS -- 3.4%
Reliance Industries, Ltd.......................... 5,208,741 6,378,859 11,587,600 28,738,396
PIPELINES -- 4.2%
Kinder Morgan Management LLC*,#................... 534,486 2,183,266 2,717,752 15,890,269
PRINTING -- COMMERCIAL -- 1.7%
Valassis Communications, Inc.*.................... -- 1,265,525 1,265,525 --
PUBLISHING -- NEWSPAPERS -- 0.8%
New York Times Co. -- Class A..................... -- 325,025 325,025 --
PUBLISHING -- PERIODICALS -- 0.4%
Playboy Enterprises, Inc. -- Class B*............. 916,900 -- 916,900 7,601,101
RADIO -- 1.3%
Westwood One, Inc.*............................... 703,785 -- 703,785 25,547,396
RECREATIONAL CENTERS -- 0.9%
Bally Total Fitness Holding Corp.*,#.............. 1,941,905 535,060 2,476,965 13,204,954
REINSURANCE -- 3.4%
Berkshire Hathaway, Inc. -- Class A*.............. -- 26,569 26,569 --
RETAIL -- TOY STORE -- 2.1%
Toys "R" Us, Inc.*................................ 1,363,490 2,558,745 3,922,235 13,621,265
RETAIL -- VIDEO RENTAL -- 0.7%
Blockbuster, Inc. -- Class A...................... 360,385 224,160 584,545 8,638,428
SATELITE TELECOMMUNICATIONS -- 2.2%
EchoStar Communications Corp.*.................... 829,975 1,182,470 2,012,445 16,923,190
TELEVISION -- 1.6%
SBS Broadcasting S.A.*............................ 1,009,350 1,067,640 2,076,990 15,140,250
TOBACCO -- 0.9%
Vector Group, Ltd................................. 368,447 1,197,736 1,566,183 3,868,694
TOYS -- 3.8%
Mattel, Inc. ..................................... 1,309,000 2,598,820 3,907,820 24,033,240
TRAVEL SERVICES -- 0.6%
USA Interactive*.................................. 425,000 -- 425,000 10,748,250
WEB PORTALS/INTERNET SERVICE PROVIDERS -- 0.2%
EarthLink, Inc.*.................................. 490,195 -- 490,195 2,995,091
------------ -------------- -------------- ------------
Total Common Stock (cost )................ $743,141,862 $1,437,803,134 $2,180,944,996 $613,725,834
------------ -------------- -------------- ------------
CORPORATE BONDS -- 0.3%
RETAIL -- DISCOUNT -- 0%
Ames Department Stores, Inc., 10.00% senior notes,
due 4/15/06+.................................... 6,700,000 10,225,000 16,925,000 75,375

<Caption>
MARKET VALUE
--------------------------------
JANUS STRATEGIC
VALUE FUND COMBINED
--------------- --------------

MULTIMEDIA -- 2.4%
Viacom, Inc. -- Class B*.......................... 26,307,186 45,453,352
NON-HAZARDOUS WASTE DISPOSAL -- 1.3%
Allied Waste Industries, Inc.*.................... 15,015,723 25,610,723
OIL COMPANIES -- EXPLORATION AND
PRODUCTION -- 2.6%
Magnum Hunter Resources, Inc.*,#.................. -- 11,845,990
Apache Corp....................................... 32,372,480 32,372,480
Ocean Energy, Inc. ............................... 5,589,000 5,589,000
OIL REFINING AND MARKETING -- 3.7%
SK Corp.**........................................ 44,700,832 70,914,461
PAPER AND RELATED PRODUCTS -- 1.4%
Rayonier, Inc. ................................... 25,816,902 25,816,902
PETROCHEMICALS -- 3.4%
Reliance Industries, Ltd.......................... 35,194,335 63,932,730
PIPELINES -- 4.2%
Kinder Morgan Management LLC*,#................... 64,908,498 80,798,767
PRINTING -- COMMERCIAL -- 1.7%
Valassis Communications, Inc.*.................... 32,650,545 32,650,545
PUBLISHING -- NEWSPAPERS -- 0.8%
New York Times Co. -- Class A..................... 15,734,460 15,734,460
PUBLISHING -- PERIODICALS -- 0.4%
Playboy Enterprises, Inc. -- Class B*............. -- 7,601,101
RADIO -- 1.3%
Westwood One, Inc.*............................... -- 25,547,396
RECREATIONAL CENTERS -- 0.9%
Bally Total Fitness Holding Corp.*,#.............. 3,638,408 16,843,362
REINSURANCE -- 3.4%
Berkshire Hathaway, Inc. -- Class A*.............. 65,359,740 65,359,740
RETAIL -- TOY STORE -- 2.1%
Toys "R" Us, Inc.*................................ 25,561,863 39,183,128
RETAIL -- VIDEO RENTAL -- 0.7%
Blockbuster, Inc. -- Class A...................... 5,373,115 14,011,544
SATELITE TELECOMMUNICATIONS -- 2.2%
EchoStar Communications Corp.*.................... 24,110,563 41,033,754
TELEVISION -- 1.6%
SBS Broadcasting S.A.*............................ 16,014,600 31,154,850
TOBACCO -- 0.9%
Vector Group, Ltd................................. 12,576,228 16,444,922
TOYS -- 3.8%
Mattel, Inc. ..................................... 47,714,335 71,747,575
TRAVEL SERVICES -- 0.6%
USA Interactive*.................................. -- 10,748,250
WEB PORTALS/INTERNET SERVICE PROVIDERS -- 0.2%
EarthLink, Inc.*.................................. -- 2,995,091
-------------- --------------
Total Common Stock (cost )................ $1,273,808,195 $1,887,534,029
-------------- --------------
CORPORATE BONDS -- 0.3%
RETAIL -- DISCOUNT -- 0%
Ames Department Stores, Inc., 10.00% senior notes,
due 4/15/06+.................................... 115,031 190,406
</Table>

B-4

TOBACCO -- 0.3%
Vector Group, Ltd., 6.25% convertible subordinated
notes, due 7/15/08***........................... -- 10,000,000 10,000,000 --
------------ -------------- -------------- ------------
Total Corporate Bonds (cost )............. $ 3,139,242 $ 14,761,403 $ 17,900,645 $ 75,375
------------ -------------- -------------- ------------
Total Investments (total cost ) --99.6%... $746,281,104 $1,452,564,537 $2,198,845,641 $613,801,209
------------ -------------- -------------- ------------
Cash, Receivables and Other Assets, Net of
Liabilities -- 0.4%............................. $ (833,715)
------------ -------------- -------------- ------------
NET ASSETS -- 100%................................ $612,967,494
------------ -------------- -------------- ------------

<Caption>
MARKET VALUE
--------------------------------
JANUS STRATEGIC
VALUE FUND COMBINED
--------------- --------------

TOBACCO -- 0.3%
Vector Group, Ltd., 6.25% convertible subordinated
notes, due 7/15/08***........................... 5,850,000 5,850,000
-------------- --------------
Total Corporate Bonds (cost )............. $ 5,965,031 $ 6,040,406
-------------- --------------
Total Investments (total cost ) --99.6%... $1,279,773,226 $1,893,574,435
-------------- --------------
Cash, Receivables and Other Assets, Net of
Liabilities -- 0.4%............................. $ 7,720,664 $ 6,886,949
-------------- --------------
NET ASSETS -- 100%................................ $1,287,493,890 $1,900,461,384
-------------- --------------
</Table>

B-5

STATEMENT OF ASSETS AND LIABILITIES
AS OF OCTOBER 31, 2002

<Table>
<Caption>
JANUS STRATEGIC JANUS SPECIAL
VALUE FUND SITUATIONS FUND ADJUSTMENT PROFORMA
--------------- --------------- ---------- ----------
(ALL NUMBERS IN THOUSANDS EXCEPT NET ASSET VALUE PER SHARE)

Assets:
Investments at cost..................... $1,452,565 $ 746,281 $2,198,846
Investments at value.................... $1,279,773 $ 613,801 $1,893,574
Cash.................................. 7,346 -- 7,346
Receivables:
Investments sold................... 5,192 2,637 7,829
Fund shares sold................... 259 808 1,067
Dividends.......................... 1,069 443 1,512
Interest........................... 184 -- 184
Other assets.......................... 6 1 7
Forward currency contracts............ 241 407 648
---------- ---------- ------ ----------
Total Assets............................ 1,294,070 618,097 1,912,167
========== ========== ====== ==========
Liabilities:
Payables
Due to Custodian................... -- 629 629
Investments purchased.............. 3,308 2,047 5,355
Fund shares repurchased............ 1,508 1,650 3,158
Advisory fees...................... 703 325 1,028
Transfer agent fees and expenses... 527 252 779
Accrued expenses...................... 530 227 757
---------- ---------- ------ ----------
Total Liabilities....................... 6,576 5,130 11,706
========== ========== ====== ==========
Net Assets.............................. $1,287,494 $ 612,967 $1,900,461
Net Assets Consist of:
Capital (par value and paid-in
surplus)......................... $2,054,941 $1,132,301 $3,187,242
Accumulated net investment
income/(loss).................... 231 (238) (7)
Accumulated net realized
gain/(loss) from investments..... (595,129) (387,023) (982,152)
Unrealized
appreciation/(depreciation) of
investments and foreign currency
translations..................... (172,549) (132,073) (304,622)
---------- ---------- ------ ----------
$1,287,494 $ 612,967 $1,900,461
========== ========== ====== ==========
Shares Outstanding, $0.01 Par Value
(unlimited shares authorized)......... 185,314 59,135 29,062(A) 273,511
---------- ---------- ------ ----------
Net Asset Value Per Share............... $ 6.95 $ 10.37 $ 6.95
========== ========== ====== ==========
</Table>

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

(A) Reflects new shares issued. (Calculation: Net Assets/NAV per share)

B-6

STATEMENT OF OPERATIONS
FOR THE FISCAL YEAR ENDED OCTOBER 31, 2002

<Table>
<Caption>
JANUS
SPECIAL JANUS
SITUATIONS STRATEGIC
FUND VALUE FUND ADJUSTMENT PROFORMA
---------- ---------- ---------- ---------
(ALL NUMBERS IN THOUSANDS)

Investment income
Interest..................................... $ 78 $ 677 $ 755
Dividends.................................... 5,657 18,256 23,913
Foreign tax withheld......................... (422) (624) (1,046)
--------- --------- ---- ---------
Total Investment Income........................ 5,313 18,309 23,622
========= ========= ==== =========
Expenses:
Advisory fees................................ 5,751 11,755 -- 17,506
Transfer agent fees and expenses............. 2,289 5,046 (497)(A) 6,838
Registration fees............................ 63 55 (43)(B) 75
Postage and mailing expenses................. 156 435 591
Custodian fees............................... 97 191 (60)(A) 228
Printing expenses............................ 230 627 857
Audit fees................................... 17 28 (17)(B) 28
Trustees' fees and expenses.................. 9 14 23
Other expenses............................... 55 88 (20)(B) 123
--------- --------- ---- ---------
Total Expenses................................. 8,667 18,239 (637) 26,269
========= ========= ==== =========
Expense and Fee Offsets........................ (331) (450) -- (781)
Net Expenses................................... 8,336 17,789 (637) 25,488
Excess Expense Reimbursement................... -- -- -- --
Net Expenses After Reimbursement............... 8,336 17,789 (637) 25,488
Net Investment Income/(Loss)................... (3,023) 520 (1,866)
--------- --------- ---- ---------
Net Realized and Unrealized Gain/(Loss) on
Investments:
Net realized gain/(loss) from securities
transactions.............................. (122,354) (195,933) (318,287)
Net realized gain/(loss) from foreign
currency transactions..................... (3,606) (8,815) (12,421)
Change in net unrealized appreciation or
depreciation of investments and foreign
currency translations..................... (47,270) (71,260) (118,530)
--------- --------- ---- ---------
Net Realized and Unrealized Gain/(Loss) on
Investments.................................. (173,230) (276,008) (449,238)
Net Increase/(Decrease) in Net Assets Resulting
from Operations.............................. $(176,253) $(275,488) $(451,104)
========= ========= ==== =========
</Table>

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

(A) Reflects adjustment in expenses due to effects of new contractual rates.

(B) Reflects adjustment in expenses due to elimination of duplicative services.

B-7

FORWARD CURRENCY CONTRACTS, OPEN AT OCTOBER 31, 2002

<Table>
<Caption>
CURRENCY UNITS SOLD
- ---------------------------------
JANUS SPECIAL JANUS STRATEGIC
SITUATIONS FUND VALUE FUND COMBINED CURRENCY SOLD AND SETTLEMENT DATE
- --------------- --------------- -------------- ---------------------------------

-- 4,100,000,000 4,100,000,000 Japanese Yen 2/21/03
26,600,000,000 45,500,000,000 72,100,000,000 South Korean Won 2/3/03
2,500,000,000 3,500,000,000 6,000,000,000 South Korean Won 2/25/03
</Table>

<Table>
<Caption>
CURRENCY VALUE IN $U.S. UNREALIZED GAIN/(LOSS)
- ----------------------------------------------- ---------------------------------------------
JANUS SPECIAL JANUS STRATEGIC JANUS SPECIAL JANUS STRATEGIC
SITUATIONS FUND VALUE FUND COMBINED SITUATIONS FUND VALUE FUND COMBINED
- --------------- --------------- ----------- --------------- --------------- ---------

$33,642,639 $33,642,639 $ -- $(471,118) $(471,118)
21,673,592 37,073,250 58,746,842 456,191 780,327 1,236,518
2,033,347 2,846,686 4,880,033 (48,700) (68,180) (116,880)
----------- ----------- ----------- -------- --------- ---------
$23,706,939 $73,562,575 $97,269,514 $407,491 $ 241,029 $ 648,520
=========== =========== =========== ======== ========= =========
</Table>

SUMMARY OF INVESTMENTS BY COUNTRY, OCTOBER 31, 2002

<Table>
<Caption>
% OF
INVESTMENT
MARKET VALUE SECURITIES
-------------------------------------------------- ----------
JANUS SPECIAL JANUS STRATEGIC
COUNTRY SITUATIONS FUND VALUE FUND COMBINED COMBINED
- ------- --------------- --------------- -------------- ----------

Bermuda...................... $ 19,647,236 $ 27,858,202 $ 47,505,438 2.5%
India........................ 28,738,396 35,194,335 63,932,731 3.4%
Japan........................ -- 41,409,620 41,409,620 2.2%
Luxembourg................... 15,140,250 16,014,600 31,154,850 1.6%
Mexico....................... -- 75,496,628 75,496,628 4.0%
South Korea.................. 26,213,629 44,700,832 70,914,461 3.7%
United States................ 524,061,698 1,039,099,009 1,563,160,707 82.6%
------------ -------------- -------------- -----
$613,801,209 $1,279,773,226 $1,893,574,435 100.0%
============ ============== ============== =====
</Table>

B-8

NOTES TO PRO FORMA FINANCIAL STATEMENTS

ADR American Depository Receipt

* Non-income producing security

** A portion of this security has been segregated by the custodian to cover
margin or segregation requirements on open futures contracts and forward
currency contracts.

*** Securities are exempt from the registration requirements of the Securities
Act of 1933 or other provisions and may be deemed to be restricted for
resale.

+ Security is a defaulted security in the Janus Strategic Value Fund and
Janus Special Situations Fund with accrued interest in the amount of
$363,565 and $238,222, respectively, that was written-off August 21, 2001.

++ The Investment Company Act of 1940 defines affiliates as those companies
in which a Fund holds 5% or more of the outstanding voting securities at
any time during the period ended October 31, 2002.

<Table>
<Caption>
PURCHASES SALES
----------------------- ----------------- REALIZED DIVIDEND MARKET VALUE
SHARES COST SHARES COST GAIN/(LOSS) INCOME AT 10/31/02
--------- ----------- ------ -------- ----------- -------- ------------

Janus Strategic Value Fund
Kinder Morgan Management LLC(1)...... 1,555,669 $44,804,452 26,131 $868,778 $(104,518) -- $64,908,498
--------- ----------- ------ -------- --------- ---- -----------
Janus Special Situations Fund
Bally Total Fitness Holding Corp. ... 250,000 $ 1,887,325 -- -- -- -- $13,204,954
Magnum Hunter Resources, Inc.(2)..... 775,000 5,280,654 -- -- -- -- 11,845,990
--------- ----------- ------ -------- --------- ---- -----------
$ 7,167,979 -- -- -- $25,050,944
========= =========== ====== ======== ========= ==== ===========
</Table>

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

(1) Adjusted for 1.474% for 1 stock split 11/14/01, 1.482% for 1 stock split
2/14/02 and 1.697% for 1 stock split 5/15/02.

(2) Magnum Hunter Resources, Inc. issued 1-per-5 warrants 3/22/02.

The unaudited pro forma portfolio of investments, and unaudited statement
of assets and liabilities and statement of operations should be read in
conjunction with the historical financial statements of each Fund which are
incorporated by reference in the Statements of Additional Information.

NOTE 2 -- SECURITY VALUATION

Securities are valued at the closing price for securities traded on a
principal exchange (U.S. or foreign) and on the NASDAQ National Market.
Securities traded on over-the-counter markets and listed securities for which no
sales are reported are valued at the latest bid price obtained from one or more
dealers making a market for such securities or by a pricing service approved by
the Fund's Trustees. Short-term securities maturing within 60 days are valued at
amortized cost, which approximates market value. Foreign securities are
converted to U.S. dollars using exchange rates at the close of the New York
Stock Exchange. When market quotations are not readily available, or events or
circumstances that may affect the value of portfolio securities are identified
between the closing of their principle markets and the time the net asset value
(NAV) is determined, securities are valued at their fair value as determined in
good faith under procedures adopted by and under the supervision of the Fund's
Trustees. in the possession of the Fund's custodian. The collateral is evaluated
daily to ensure its market value equals or exceeds the current market value of
the corresponding forward currency contracts. The Fund does not isolate that
portion of the results of operations resulting from changes in foreign exchange
rates on investments from the fluctuations arising from changes in market prices
of securities held at the date of the financial statements. Net unrealized
appreciation or depreciation on investments and foreign currency translation
arise from changes in the value of assets and liabilities, including investments
in securities at the date of the financial statements, resulting from changes in
the exchange rates and changes in market prices of securities held.

B-9

NOTE 3 -- CAPITAL SHARES

The unaudited pro forma net asset value per share assumes additional shares
of the Strategic Value Fund issued in connection with the proposed acquisition
of the Special Situations Fund as of October 31, 2002. The number of additional
shares issued was calculated by dividing the value of the assets, net of
liabilities, of the Special Situations Fund by the net asset value of the
Strategic Value Fund Share.

NOTE 4 -- UNAUDITED PRO FORMA ADJUSTMENTS

The accompanying unaudited pro forma financial statements reflect changes
in fund shares as if the merger had taken place on October 31, 2002. The fee
structures of both funds were materially consistent with one another; therefore
the estimated reductions were due to the elimination of duplicate expenses.

NOTE 5 -- MERGER COSTS

Janus Capital Management LLC ("Janus Capital"), the investment adviser to
the Funds, will bear all costs in connection with this reorganization.

NOTE 6 -- FEDERAL INCOME TAXES

It is the policy of the Funds, to comply with the requirements of
Subchapter M of the Internal Revenue Code applicable to regulated investment
companies and to distribute substantially all of their net investment income and
any net realized gains to their shareholders. Therefore, a federal income tax or
excise tax provision is not required. In addition, by distributing during each
calendar year substantially all of its net investment income and net realized
capital gains, each Fund intends not to be subject to any federal excise tax.

The surviving Fund intends to offset any net capital gains with any
available capital loss carryforward until each carryforward has been fully
utilized or expires. The amount of capital loss carryforward, which may offset
the Special Situations Fund's capital gains in any given year, may be limited as
a result of previous reorganizations. In addition, no capital gain distribution
shall be made until the capital loss carryforward has been fully utilized or
expires.

MISCELLANEOUS

AVAILABLE INFORMATION

The Trust and each series thereof are subject to the informational
requirements of the Securities Exchange Act of 1934 and the Investment Company
Act of 1940 and in accordance therewith files reports, proxy material and other
information with the SEC. Such reports, proxy material and other information can
be inspected and copied at the Public Reference Facilities maintained by the SEC
at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such material also
can be obtained at prescribed rates from the Public Reference Branch, Office of
Consumer Affairs and Information Services, Securities and Exchange Commission,
450 Fifth Street, N.W., Washington, D.C. 20549.

LEGAL MATTERS

Certain legal matters in connection with the issuance of Janus Strategic
Value Fund shares as part of the Reorganization will be passed upon by Goodwin
Procter LLP, counsel to the Trust.

B-10

EXPERTS

The audited financial statements of Janus Strategic Value Fund and Janus
Special Situations Fund, incorporated by reference in the Statement of
Additional Information, have been audited by PricewaterhouseCoopers LLP,
independent accountants, to the extent indicated in their reports thereon which
are included in the Annual Reports to shareholders of Janus Strategic Value Fund
and Janus Special Situations Fund for the fiscal year ended October 31, 2002.
The financial statements of Janus Strategic Value Fund and Janus Special
Situations Fund audited by PricewaterhouseCoopers LLP have been incorporated by
reference in the Statement of Additional Information in reliance on their
reports given on their authority as experts in auditing and accounting.

B-11

PART C
OTHER INFORMATION

ITEM 15. INDEMNIFICATION

Article VI of Janus Investment Fund's Amended and Restated Agreement and
Declaration of Trust provides for indemnification of certain persons acting on
behalf of the Funds. In general, Trustees and officers will be indemnified
against liability and against all expenses of litigation incurred by them in
connection with any claim, action, suit or proceeding (or settlement of the
same) in which they become involved by virtue of their Fund office, unless their
conduct is determined to constitute willful misfeasance, bad faith, gross
negligence or reckless disregard of their duties. A determination that a person
covered by the indemnification provisions is entitled to indemnification may be
made by the court or other body before which the proceeding is brought, or by
either a vote of a majority of a quorum of Trustees who are neither "interested
persons" of the Trust nor parties to the proceeding or by an independent legal
counsel in a written opinion. The Funds also may advance money for these
expenses, provided that the Trustee or officer undertakes to repay the Funds if
his conduct is later determined to preclude indemnification, and that either he
provide security for the undertaking, the Trust be insured against losses
resulting from lawful advances or a majority of a quorum of disinterested
Trustees, or independent counsel in a written opinion, determines that he
ultimately will be found to be entitled to indemnification. The Trust also
maintains a liability insurance policy covering its Trustees and officers.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, officers and controlling persons of the
Registrant pursuant to the Registrant's Agreement and Declaration of the Trust
or otherwise, the Registrant has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a trustee, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such trustee, officer or controlling person
in connection with the securities being registered, then the Registrant will,
unless in the opinion of its counsel the matter has been settled by a
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.

ITEM 16. EXHIBITS

<Table>
<Caption>
EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------

1(a) Agreement and Declaration of Trust dated February 11, 1986,
is incorporated herein by reference to Exhibit 1(a) to
Post-Effective Amendment No. 79 to the Registration
Statement on Form N-1A, filed on December 18, 1996 (File No.
2-34393).
1(b) Form of Amendment to Registrant's Agreement and Declaration
of Trust is incorporated herein by reference to Exhibit 1(s)
to Post-Effective Amendment No. 75 to the Registration
Statement on Form N-1A, filed on September 11, 1996 (File
No. 2-34393).
1(c) Form of Amendment to the Registrant's Agreement and
Declaration of Trust is incorporated herein by reference to
Exhibit 1(n) to Post-Effective Amendment No. 81 to the
Registration Statement on Form N-1A, filed on June 26, 1997
(File No. 2-34393).
1(d) Amendment to Registrant's Agreement and Declaration of
Trust, dated October 18, 2001, is incorporated herein by
reference to Exhibit 1(bb) to Post-Effective Amendment No.
102 to the Registration Statement on Form N-1A, filed on
December 21, 2001 (File No. 2-34393).
1(e) Amended and Restated Agreement and Declaration of Trust,
dated January 31, 2002, is incorporated herein by reference
to Exhibit 1(cc) to Post Effective Amendment No. 103 to the
Registration Statement on Form N-1A, filed on February 22,
2002 (File No. 2-34293).
</Table>

C-1

<Table>
<Caption>
EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------

1(f) Form of Certificate of Establishment and Designation for
Janus Special Situations Fund is incorporated herein by
reference to Exhibit 1(r) to Post-Effective Amendment No.
75, filed on September 11, 1996 (File No. 2-34393).
1(g) Certificate of Establishment and Designation for Janus
Strategic Value Fund is incorporated herein by reference to
Exhibit 1(w) to Post-Effective Amendment No. 88 to the
Registration Statement on Form N-1A,, filed on November 15,
1999 (File No. 2-34393)
2(a) Restated Bylaws are incorporated herein by reference to
Exhibit 2(a) to Post-Effective Amendment No. 71 to the
Registration Statement on Form N-1A, filed on December 20,
1995 (File No. 2-34393).
2(b) First Amendment to the Bylaws is incorporated herein by
reference to Exhibit 2(b) to Post-Effective Amendment No. 71
to the Registration Statement on Form N-1A, filed on
December 20, 1995 (File No. 2-34393).
2(c) Second Amendment to the Bylaws is incorporated herein by
Reference to Exhibit 2(c) to Post-Effective Amendment No. 96
to the Registration Statement on Form N-1A, filed on
December 18, 2000 (File No. 2-34393).
3 Not applicable.
4 Agreement and Plan of Reorganization, dated December 10,
2002.*
5 Not applicable.
6(a) Investment Advisory Agreement for Janus Special Situations
Fund dated July 1, 1997, is incorporated herein by reference
to Exhibit 5(l) to Post-Effective Amendment No. 83 to the
Registration Statement on Form N-1A, filed on December 15,
1997 (File No. 2-34393).
6(b) Investment Advisory Agreement for Janus Strategic Value Fund
is incorporated herein by reference to Exhibit 4(p) to
Post-Effective Amendment No. 88 to the Registration
Statement on Form N-1A, filed on November 15, 1999 (File No.
2-34393).
6(c) Amendment dated January 31, 2000 to the Investment Advisory
Agreement for Janus Special Situations Fund dated July 1,
1997, is incorporated herein by reference to Exhibit 4(bb)
to Post-Effective Amendment No. 90 to the Registration
Statement on Form N-1A, filed on January 31, 2000 (File No.
2-34393).
6(d) Amendment dated January 31, 2000 to the Investment Advisory
Agreement for Janus Strategic Value Fund dated September 14,
1999, is incorporated herein by reference to Exhibit 4(cc)
to Post-Effective Amendment No. 90 to the Registration
Statement on Form N-1A, filed on January 31, 2000 (File No.
2-34393).
7(a) Distribution Agreement between Janus Investment Fund and
Janus Distributors LLC, dated June 18, 2002, is incorporated
herein by reference to exhibit 5(b) to Post-Effective
Amendment No. 105, filed on December 13, 2002 (File No.
2-34393).
7(b) Distribution Agreement between Janus Investment Fund and
Janus Distributors, Inc., dated July 1, 1997, is
incorporated herein by reference to Exhibit 6 to
Post-Effective Amendment No. 83 to the Registration
Statement on Form N-1A, filed on December 15, 1997 (File No.
2-34393).
8 Not applicable.
9(a) Custodian Contract between Janus Investment Fund and State
Street Bank and Trust Company is incorporated herein by
reference to Exhibit 8(a) to Post-Effective Amendment No. 79
to the Registration Statement on Form N-1A, filed on
December 18, 1996 (File No. 2-34393).
9(b) Amendment dated April 25, 1990, of State Street Bank and
Trust Company Custodian Contract is incorporated herein by
reference to Exhibit 8(b) to Post-Effective Amendment No. 79
to the Registration Statement on Form N-1A, filed on
December 18, 1996 (File No. 2-34393).
</Table>

C-2

<Table>
<Caption>
EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------

9(c) Letter Agreement dated February 1, 1991, regarding State
Street Bank and Trust Company Custodian Contract is
incorporated herein by reference to Exhibit 8(c) to
Post-Effective Amendment No. 79 to the Registration
Statement on Form N-1A, filed on December 18, 1996 (File No.
2-34393).
9(d) Letter Agreement dated October 9, 1992, regarding State
Street Bank and Trust Company Custodian Agreement is
incorporated herein by reference to Exhibit 8(e) to
Post-Effective Amendment No. 81 to the Registration
Statement on Form N-1A, filed on June 26, 1997 (File No.
2-34393).
9(e) Letter Agreement dated April 28, 1993, regarding State
Street Bank and Trust Company Custodian Agreement is
incorporated herein by reference to Exhibit 8(f) to
Post-Effective Amendment No. 81 to the Registration
Statement on Form N-1A, filed on June 26, 1997 (File No.
2-34393).
9(f) Letter Agreement dated April 4, 1994, regarding State Street
Bank and Trust Company Custodian Agreement is incorporated
herein by reference to Exhibit 8(g) to Post-Effective
Amendment No. 81 to the Registration Statement on Form N-1A,
filed on June 26, 1997 (File No. 2-34393).
9(g) Letter Agreement dated December 12, 1995, regarding State
Street Bank and Trust Company Custodian is incorporated
herein by reference to Exhibit 8(i) to Post-Effective
Amendment No. 72 to the Registration Statement on Form N-1A,
filed on March 15, 1996 (File No. 2-34393).
9(h) Amendment dated October 11, 1995, of State Street Bank and
Trust Company Custodian is incorporated herein by reference
to Exhibit 8(j) to Post-Effective Amendment No. 71 to the
Registration Statement on Form N-1A, filed on December 20,
1995 (File No. 2-34393).
9(i) Form of Amendment dated September 10, 1996, of State Street
Bank and Trust Company Custodian is incorporated herein by
reference to Exhibit 8(k) to Post-Effective Amendment No. 75
to the Registration Statement on Form N-1A, filed on
September 11, 1996 (File No. 2-34393).
9(j) Letter Agreement dated September 10, 1996, regarding State
Street Bank and Trust Company Custodian is incorporated
herein by reference to Exhibit 8(l) to Post-Effective
Amendment No. 75 to the Registration Statement on Form N-1A,
filed on September 11, 1996 (File No. 2-34393).
9(k) Form of Subcustodian Contract between United Missouri Bank,
N.A., and State Street Bank and Trust Company is
incorporated herein by reference to Exhibit 8(m) to
Post-Effective Amendment No. 75 to the Registration
Statement on Form N-1A, filed on September 11, 1996 (File
No. 2-34393).
9(l) Form of Letter Agreement dated September 9, 1997, regarding
State Street Bank and Trust Company Custodian Contract is
incorporated herein by reference to Exhibit 8(n) to
Post-Effective Amendment No. 82 to the Registration
Statement on Form N-1A, filed on September 16, 1997 (File
No. 2-34393).
9(m) Form of Letter Agreement dated September 14, 1998, regarding
State Street Bank and Trust Company Custodian is
incorporated herein by reference to Exhibit 7(o) to
Post-Effective Amendment No. 85 to the Registration
Statement on Form N-1A, filed on September 10, 1998 (File
No. 2-34393).
9(n) Letter Agreement dated September 14, 1999, regarding State
Street Custodian Contract is incorporated herein by
reference to Exhibit 7(p) to Post-Effective Amendment No. 88
to the Registration Statement on Form N-1A, filed on
November 15, 1999 (File No. 2-34393).
9(o) Form of Letter Agreement dated April 3, 2000, regarding
State Street Custodian Contract is incorporated herein by
reference to Exhibit 7(r) to Post-Effective Amendment No. 92
to the Registration Statement on Form N-1A, filed on March
17, 2000 (File No. 2-34393).
9(p) Form of Letter Agreement dated September 26, 2000, regarding
State Street Custodian Contract is incorporated herein by
reference to Exhibit 7(s) to Post-Effective Amendment No. 95
to the Registration Statement on Form N-1A, filed on
September 13, 2000 (File No. 2-34393).
9(q) Amendment to State Street Bank and Trust Company Custodian
Contract dated April 10, 2000 is incorporated herein by
reference to Exhibit 7(t) to Post-Effective Amendment No. 96
to the Registration Statement on Form N-1A, filed on
December 18, 2000 (File No. 2-34393).
</Table>

C-3

<Table>
<Caption>
EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------

9(r) Foreign Custody Amendment to State Street Bank and Trust
Company Custodian Contract dated December 5, 2000 is
incorporated herein by reference to Exhibit 7(u) to
Post-Effective Amendment No. 96 to the Registration
Statement on Form N-1A, filed on December 18, 2000 (File No.
2-34393).
9(s) Foreign Custody Manager Addendum to Global Custodial
Services Agreement dated December 5, 2000 is incorporated
herein by reference to Exhibit 7(v) to Post-Effective
Amendment No. 96 to the Registration Statement on Form N-1A,
filed on December 18, 2000 (File No. 2-34393).
9(t) Form of Amendment to State Street Bank and Trust Company
Custodian Contract dated December 5, 2000 is incorporated
herein by reference to Exhibit 7(w) to Post-Effective
Amendment No. 96 to the Registration Statement on Form N-1A,
filed on December 18, 2000 (File No. 2-34393).
9(u) Form of Amendment to State Street Bank and Trust Company
Custodian Contract dated December 5, 2000 is incorporated
herein by reference to Exhibit 7(x) to Post-Effective
Amendment No. 96 to the Registration Statement on Form N-1A,
filed on December 18, 2000 (File No. 2-34393).
9(v) Form of Letter Agreement dated June 29, 2001, regarding
State Street Bank and Trust Custodian Contract is
incorporated herein by reference to Exhibit 7(y) to
Post-Effective Amendment No. 98 to the Registration
Statement on Form N-1A, filed on March 15, 2001 (File No.
2-34393).
9(w) Form of Letter Agreement dated July 31, 2001 regarding State
Street Bank and Trust Custodian Contract is incorporated
herein by reference to Exhibit 7(z) to Post-Effective
Amendment No. 99 to the Registration Statement on Form N-1A,
filed on June 1, 2001 (File No. 2-34393).
9(x) Amendment to State Street Bank and Trust Company Custodian
Contract dated June 15, 2001 is incorporated herein by
reference to Exhibit 7(aa) to Post-Effective Amendment No.
100 to the Registration Statement on Form N-1A, filed on
July 31, 2001 (File No. 2-34393).
9(y) Amendment to State Street Bank and Trust Company Custodian
Contract dated June 21, 1988 is incorporated herein by
reference to Exhibit 7(bb) to Post-Effective Amendment No.
103, filed on February 22, 2002 (File No. 2-34393).
9(z) Form of Letter Agreement regarding Citibank, N.A. Custodian
Contract is incorporated herein by reference to Exhibit
7(cc) to Post-Effective Amendment No. 104, filed on February
28, 2002 (File No. 2-34393).
9(aa) Form of Amendment to Subcustodian Contract between Citibank,
N.A. and State Street Bank and Trust Company is incorporated
herein by reference to Exhibit 7(dd) to Post-Effective
Amendment No. 104, filed on February 28, 2002 (File No.
2-34393).
9(bb) Form of Letter Agreement dated February 28, 2003, regarding
State Street Bank and Trust Company Custodian Contract is
incorporated herein by reference to Exhibit 7(ee) to
Post-Effective Amendment No. 105, filed on December 13, 2002
(File No. 2-34393).
9(cc) Form of Letter Agreement dated March 21, 2003, regarding
State Street Bank and Trust Company Custodian Contract is
incorporated herein by reference to Exhibit 7(ff) to
Post-Effective Amendment No. 106, filed on January 3, 2003
(File No. 2-34393).
10 Not applicable.
11 Opinion of Goodwin Procter LLP with respect to shares of
Janus Strategic Value Fund is filed herewith as Exhibit 11.
12 Opinion of Goodwin Procter LLP with respect to tax matters
is filed herewith as Exhibit 12.
13(a) Letter Agreement dated December 21, 1995, regarding Janus
Service Corporation Transfer Agency Agreement is
incorporated herein by reference to Exhibit 9(f) to
Post-Effective Amendment No. 72 to the Registration
Statement on Form N-1A, filed on March 15, 1996 (File No.
2-34393).
13(b) Letter Agreement dated May 21, 1996, regarding Janus Service
Corporation Transfer Agency Agreement is incorporated by
reference to Exhibit 9(g) to Post-Effective Amendment No. 73
to the Registration Statement on Form N-1A, filed on May 28,
1996 (File No. 2-34393).
</Table>

C-4

<Table>
<Caption>
EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------

13(c) Letter Agreement dated September 10, 1996, regarding Janus
Service Corporation Transfer Agency Agreement is
incorporated herein by reference to Exhibit 9(i) to
Post-Effective Amendment No. 76 to the Registration
Statement on Form N-1A, filed on September 23, 1996 (File
No. 2-34393).
13(d) Letter Agreement dated September 9, 1997, regarding Janus
Service Corporation Transfer Agency Agreement is
incorporated herein by reference to Exhibit 9(j) to
Post-Effective Amendment No. 82 to the Registration
Statement on Form N-1A, filed on September 16, 1997 (File
No. 2-34393).
13(e) Form of Letter Agreement dated September 14, 1998, regarding
Janus Service Corporation Transfer Agency Agreement is
incorporated herein by reference to Exhibit 8(k) to
Post-Effective Amendment No. 85 to the Registration
Statement on Form N-1A, filed on September 10, 1998 (File
No. 2-34393).
13(f) Letter Agreement dated September 14, 1999, regarding Janus
Service Corporation Transfer Agency Agreement is
incorporated herein by reference to Exhibit 8(l) to
Post-Effective Amendment No. 88 to the Registration
Statement on Form N-1A, filed on November 15, 1999 (File No.
2-34393).
13(g) Form of Letter Agreement dated April 3, 2000, regarding
Janus Service Corporation Transfer Agency Agreement is
incorporated herein by reference to Exhibit 8(m) to
Post-Effective Amendment No. 92 to the Registration
Statement on Form N-1A, filed on March 17, 2000 (File No.
2-34393).
13(h) Form of Letter Agreement dated September 26, 2000, regarding
Janus Service Corporation Transfer Agency Agreement is
incorporated herein by reference to Exhibit 8(o) to
Post-Effective Amendment No. 96 to the Registration
Statement on Form N-1A, filed on December 18, 2000 (File No.
2-34393).
13(i) Letter Agreement dated March 13, 2001, regarding Janus
Service Corporation Transfer Agency Agreement is
incorporated herein by reference to Exhibit 8(p) to
Post-Effective Amendment No. 98 to the Registration
Statement on Form N-1A, filed on March 15, 2001 (File No.
2-34393).
13(j) Form of Letter Agreement dated July 1, 2001 regarding Janus
Service Corporation Transfer Agency Agreement is
incorporated herein by reference to Exhibit 8(q) to
Post-Effective Amendment No. 99 to the Registration
Statement on Form N-1A, filed on June 1, 2001 (File No.
2-34393).
13(k) Form of Letter Agreement dated July 31, 2001 regarding Janus
Service Corporation Transfer Agency Agreement is
incorporated herein by reference to Exhibit 8(r) to
Post-Effective Amendment No. 99, filed on June 1, 2001 (File
No. 2-34393).
13(l) Form of Letter Agreement regarding Janus Service Corporation
Transfer Agency Agreement is incorporated herein by
reference to Exhibit 8(s) to Post-Effective Amendment No.
104, filed on February 28, 2002 (File No. 2-34393).
13(m) Amended and Restated Transfer Agency Agreement dated June
18, 2002, between Janus Investment Fund and Janus Services
LLC is incorporated herein by reference to Exhibit 8(u) to
Post-Effective Amendment No. 105, filed on December 13, 2002
(File No. 2-34393).
13(n) Form of Letter Agreement regarding Janus Services LLC
Transfer Agency Agreement is incorporated herein by
reference to Exhibit 8(v) to Post-Effective Amendment No.
105, filed on December 13, 2002 (File No. 2-34393).
13(o) Form of Letter Agreement regarding Janus Services LLC
Transfer Agency Agreement is incorporated herein by
reference to Exhibit 8(w) to Post-Effective Amendment No.
106, filed on January 3, 2003 (File No. 2-34393).
14 Consent of PricewaterhouseCoopers LLP, independent
accountants, is filed herewith as Exhibit 14.
15 Not applicable.
16 Powers of Attorney for Thomas H. Bailey, William F.
McCalpin, John W. McCarter, Jr., Dennis B. Mullen, James T.
Rothe, William D. Stewart and Martin M. Waldinger.*
17 Not applicable.
</Table>

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

* Previously filed

C-5

ITEM 17. UNDERTAKINGS

(1) The undersigned registrant agrees that prior to any public reoffering
of the securities registered through the use of a prospectus which is a part of
this registration statement by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c) of the Securities Act, the
reoffering prospectus will contain the information called for by the applicable
registration form for reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items of the applicable
form.

(2) The undersigned registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as a part of an amendment to the
registration statement and will not be used until the amendment is effective,
and that, in determining any liability under the 1933 Act, each post-effective
amendment shall be deemed to be a new registration statement for the securities
offered therein, and the offering of the securities at that time shall be deemed
to be the initial bona fide offering of them.

C-6

SIGNATURES

As required by the Securities Act of 1933, this registration statement has
been signed on behalf of the registrant, in the City of Denver and State of
Colorado, on the 21st day of January, 2003.

JANUS INVESTMENT FUND

By: /s/ LOREN M. STARR
------------------------------------
Name: Loren M. Starr
Title: President and Chief
Executive Officer

Janus Investment Fund is organized under an Amended and Restated Agreement
and Declaration of Trust dated January 31, 2002, a copy of which is on file with
the Secretary of State of The Commonwealth of Massachusetts. The obligations of
the Registrant hereunder are not binding upon any of the Trustees, shareholders,
nominees, officers, agents or employees of the Registrant personally, but bind
only the trust property of the Registrant, as provided in the Agreement and
Declaration of Trust of the Registrant. The execution of this Amendment to the
Registration Statement has been authorized by the Trustees of the Registrant and
this Amendment to the Registration Statement has been signed by an authorized
officer of the Registrant, acting as such, and neither such authorization by
such Trustees nor such execution by such officer shall be deemed to have been
made by any of them personally, but shall bind only the trust property of the
Registrant as provided in its Declaration of Trust.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ LOREN M. STARR President and Chief Executive January 21, 2003
------------------------------------------------ Officer (Principal Executive
Loren M. Starr Officer)

/s/ ANITA E. FALICIA Vice President and Chief January 21, 2003
------------------------------------------------ Financial Officer (Principal
Anita E. Falicia Accounting Officer)

* Chairman and Trustee January 21, 2003
------------------------------------------------
Thomas H. Bailey

* Trustee January 21, 2003
------------------------------------------------
William F. McCalpin

* Trustee January 21, 2003
------------------------------------------------
John W. McCarter, Jr.

* Trustee January 21, 2003
------------------------------------------------
Dennis B. Mullen

* Trustee January 21, 2003
------------------------------------------------
James T. Rothe
</Table>

C-7

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

* Trustee January 21, 2003
------------------------------------------------
William D. Stewart

* Trustee January 21, 2003
------------------------------------------------
Martin H. Waldinger

*By: /s/ THOMAS A. EARLY
------------------------------------------
Thomas A. Early
Attorney in Fact
</Table>

C-8

INDEX TO EXHIBITS

<Table>
<Caption>
EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------

4 Agreement and Plan of Reorganization, dated December 10,
2002.*
11 Opinion of Goodwin Procter LLP with respect to shares of
Janus Strategic Value Fund.
12 Opinion of Goodwin Procter LLP with respect to tax matters.
14 Consent of PricewaterhouseCoopers LLP, independent
accountants.
16 Powers of Attorney for Thomas H. Bailey, William F.
McCalpin, John W. McCarter, Jr., Dennis B. Mullen, James T.
Rothe, William D. Stewart and Martin M. Waldinger.*
</Table>

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

* Previously filed