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

SCHEDULE 14A

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

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

Check the appropriate box:

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

JANUS INVESTMENT FUND
File Nos. 2-34393 and 811-1879
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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

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2) Aggregate number of securities to which transaction applies:

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

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

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

1) Amount Previously Paid:

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2) Form, Schedule or Registration Statement No.:

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4) Date Filed:

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PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.

SEC 1913 (05-05)

FOR SHAREHOLDERS OF ONE OR MORE OF THE SERIES OF JANUS INVESTMENT FUND (THE
"TRUST")

DEAR SHAREHOLDER:

Your Fund's Board of Trustees is requesting your vote on several proposals
regarding your Janus Fund that will be presented to shareholders at a Special
Meeting of Shareholders to be held November 22, 2005. We encourage you to read
the Questions and Answers section at the beginning of the enclosed proxy
statement as well as the entire proxy statement, which describes each of the
proposals. A summary of the proposals is as follows.

1. For the Trust, to elect nine Trustees, including eight "independent"
candidates.

2. For shareholders of Janus Flexible Bond Fund only, to approve the
removal of a fundamental policy in the Fund's 80% investment policy
regarding income-producing securities.

3. For shareholders of each Fund (except Janus Mid Cap Value Fund, Janus
Risk-Managed Stock Fund, and Janus Small Cap Value Fund), to approve
certain amendments to the Fund's investment advisory agreement with
Janus Capital Management LLC ("JCM") to conform to prevailing industry
practice.

4. For shareholders of each of Janus Contrarian Fund, Janus Mercury Fund,
Janus Mid Cap Value Fund, Janus Research Fund, Janus Risk-Managed Stock
Fund, and Janus Worldwide Fund, to approve a new investment advisory
agreement between the Fund and JCM to change the investment advisory fee
rate from a fixed rate to a rate that adjusts upward or downward based
upon the Fund's performance relative to its benchmark.

5. For shareholders of Janus Risk-Managed Stock Fund only, to approve a new
subadvisory agreement between JCM, on behalf of the Fund, and Enhanced
Investment Technologies, LLC ("INTECH") to change the subadvisory fee
rate paid by JCM to INTECH from a fixed rate to a rate that adjusts
upward or downward based upon the Fund's performance relative to its
benchmark.

As noted above, shareholders of each Fund referred to in number 4 above
will be asked to approve a change to the Fund's investment advisory fee
structure from a fixed-rate fee to a fee that varies based on the Fund's
performance relative to the Fund's benchmark. The proposed investment advisory
fee rate to be paid by the Fund would consist of a base fee as adjusted by a
performance adjustment. The base fee would be the same as the fixed-rate fee
currently paid by the Fund. During the first 12 months after the new investment
advisory agreement becomes effective

(scheduled for January 1, 2006), the Fund would pay only the base fee, without
adjustment. The performance adjustment would begin in month 13 of the new
agreement and would adjust the base fee upward or downward in certain increments
based upon the Fund's performance relative to its benchmark over an immediately
preceding period. The maximum adjustment (positive or negative) to a Fund's base
fee rate is 0.15% from the base rate currently paid by the Fund. The Proxy
Statement describes the performance-based fee arrangement for the Fund and
compares the new fee structure with the fees the Fund currently pays. With
respect to the new fee arrangement proposed for the subadvisory agreement for
Janus Risk-Managed Stock Fund between JCM and INTECH (number 5 above), JCM, and
not the Fund, pays those fees. The Trustees believe that moving to a fee
schedule that moves upward or downward based upon the performance of a Fund
better aligns the interests of the shareholders of the Fund with those of the
Fund's manager.

YOUR VOTE IS IMPORTANT TO US. PLEASE TAKE A FEW MINUTES TO REVIEW THIS
PROXY STATEMENT AND COMPLETE, SIGN, DATE, AND RETURN THE ENCLOSED PROXY CARD,
UNLESS YOU PLAN TO ATTEND THE SPECIAL MEETING. YOUR FUND'S BOARD OF TRUSTEES
APPROVED THE PROPOSALS AND URGES YOU TO VOTE "FOR" EACH PROPOSAL.

If you have any questions about the proposals, please call our proxy
solicitor, Computershare, at 1-866-340-4019.

Thank you for your response and we look forward to preserving your trust as
a valued shareholder over the long-term.

Sincerely,

/s/ Dennis B. Mullen

Dennis B. Mullen
Chairman of the Board of
Janus Investment Fund

JANUS INVESTMENT FUND
151 DETROIT STREET
DENVER, COLORADO 80206

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Notice is hereby given that a Special Meeting of Shareholders of Janus
Investment Fund ("JIF" or the "Trust," each separate series thereof, a "Fund"
and collectively, the "Funds") will be held at the JW Marriott Hotel, 150
Clayton Lane, Denver, Colorado 80206, on November 22, 2005 at 10:00 a.m.
Mountain Time (together with any adjournments or postponements thereof, the
"Meeting"). At the Meeting, shareholders will be asked to vote on the proposals
set forth below and to transact such other business, if any, as may properly
come before the Meeting:

Proposal 1: To elect nine Trustees.

Proposal 2: For shareholders of Janus Flexible Bond Fund only,
to eliminate the Fund's fundamental 80% investment
policy regarding income-producing securities.

Proposal 3.a.: For shareholders of each Fund (except Janus Mid
Cap Value Fund, Janus Risk-Managed Stock Fund and
Janus Small Cap Value Fund), to approve certain
amendments to each Fund's investment advisory
agreement with Janus Capital Management LLC ("JCM"
or "Janus Capital") to conform to prevailing
industry practice.

Proposal 3.b.: For shareholders of Janus Contrarian Fund, Janus
Mercury Fund, Janus Mid Cap Value Fund, Janus
Research Fund, Janus Risk-Managed Stock Fund, and
Janus Worldwide Fund only, to approve a new
investment advisory agreement between the Trust,
on behalf of each respective Fund, and JCM, to
change the investment advisory fee rate from a
fixed rate to a rate that adjusts upward or
downward based upon the Fund's performance
relative to its benchmark.

Proposal 4: For shareholders of Janus Risk-Managed Stock Fund
only, to approve a new subadvisory agreement
between JCM, on behalf of the Fund, and Enhanced
Investment Technologies, LLC ("INTECH"), to change
the subadvisory fee rate paid by JCM to INTECH
from a fixed rate to a rate that adjusts upward or
downward based upon the Fund's performance
relative to its benchmark.

Any shareholder who owned shares of a Fund as of the close of business on
September 9, 2005, will receive notice of the Meeting and will be entitled to
vote at the Meeting.

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

By order of the Board of Trustees,

/s/ KELLEY ABBOTT HOWES
Kelley Abbott Howes
Vice President, General Counsel
and Secretary
October , 2005

INSTRUCTIONS FOR SIGNING PROXY CARDS

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

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

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

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

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

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

October , 2005
JANUS INVESTMENT FUND

<Table>

Janus Balanced Fund Janus Mid Cap Value Fund
Janus Contrarian Fund Janus Money Market Fund
Janus Core Equity Fund Janus Olympus Fund
Janus Enterprise Fund Janus Orion Fund
Janus Federal Tax-Exempt Fund Janus Overseas Fund
Janus Flexible Bond Fund Janus Research Fund
Janus Fund Janus Risk-Managed Stock Fund
Janus Global Life Sciences Fund Janus Short-Term Bond Fund
Janus Global Opportunities Fund Janus Small Cap Value Fund
Janus Global Technology Fund Janus Tax-Exempt Money Market Fund
Janus Government Money Market Fund Janus Triton Fund
Janus Growth and Income Fund Janus Twenty Fund
Janus High-Yield Fund Janus Venture Fund
Janus Institutional Cash Reserves Fund Janus Worldwide Fund
Janus Mercury Fund
</Table>

151 DETROIT STREET
DENVER, COLORADO 80206

SPECIAL MEETING OF SHAREHOLDERS

PROXY STATEMENT

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

The Special Meeting will be held at the JW Marriott Hotel, 150 Clayton
Lane, Denver, Colorado 80206, on November 22, 2005 at 10:00 a.m. Mountain Time,
or at such later time as may be necessary due to adjournments or postponements
thereof (the "Meeting").

At the Meeting, you will be asked to vote on several proposals affecting
your Fund(s). You should read the entire Proxy Statement before voting. If you
have any questions, please call 1-866-340-4019. The Proxy Statement, Notice of
Special Meeting, and the proxy card(s) are first being mailed to shareholders on
or about October 10, 2005.

EACH FUND PROVIDES ANNUAL AND SEMIANNUAL REPORTS TO ITS SHAREHOLDERS THAT
HIGHLIGHT RELEVANT INFORMATION, INCLUDING INVESTMENT RESULTS AND A REVIEW OF
PORTFOLIO CHANGES. ADDITIONAL COPIES OF EACH FUND'S MOST RECENT ANNUAL REPORT
AND ANY MORE RECENT SEMIANNUAL REPORT ARE AVAILABLE, WITHOUT CHARGE, BY CALLING
1-800-525-3713, VIA THE INTERNET AT WWW.JANUS.COM, OR BY SENDING A WRITTEN
REQUEST TO THE SECRETARY OF THE TRUST, 151 DETROIT STREET, DENVER, COLORADO
80206.

QUESTIONS AND ANSWERS

WHAT PROPOSALS AM I BEING ASKED TO VOTE ON?

There are several proposals for shareholder consideration.

- PROPOSAL 1 relates to the election of nine Trustees. The election of
Trustees will be determined by the affirmative vote of a plurality of the
shares of all Funds of the Trust voting in person or by proxy at the
Meeting.

- PROPOSAL 2 applies to Janus Flexible Bond Fund only and asks for approval
to eliminate the Fund's fundamental policy to normally invest at least
80% of its assets in income-producing securities. Under the Investment
Company Act of 1940, as amended ("1940 Act"), approval of Proposal 2
requires the affirmative vote of the lesser of (i) more than 50% of the
outstanding voting securities of the Fund, or (ii) 67% or more of the
outstanding voting securities present at the Meeting if more than 50% of
the outstanding voting securities of the Fund are present at the Meeting
in person or by proxy (a "1940 Act Majority").

- PROPOSAL 3.A. seeks approval of an amendment to the investment advisory
agreement between Janus Capital Management LLC and the Trust, on behalf
of each of certain Funds, to conform to prevailing industry practice.
Shareholders of each Fund (except Janus Mid Cap Value Fund, Janus Risk-
Managed Stock Fund and Janus Small Cap Value Fund) are being asked to
approve this proposal with respect to that Fund, which requires the vote
of a 1940 Act Majority of that Fund.

- PROPOSAL 3.B seeks approval of a new investment advisory agreement
between JCM and the Trust, on behalf of each of Janus Contrarian Fund,
Janus Mercury Fund, Janus Mid Cap Value Fund, Janus Research Fund, Janus
Risk-Managed Stock Fund, and Janus Worldwide Fund. Under the new
agreement for each of these Funds, the investment advisory fee rate
payable to JCM by the Fund would change from a fixed rate to a rate that
adjusts upward or downward based upon the Fund's performance relative to
its benchmark. Approval of Proposal 3.b with respect to a Fund requires a
1940 Act Majority of the outstanding voting securities of the Fund.

- PROPOSAL 4 applies to Janus Risk-Managed Stock Fund only and seeks
approval of a new subadvisory agreement between JCM, on behalf of the
Fund, and Enhanced Investment Technologies, LLC ("INTECH"). Under the new
subadvisory agreement, the subadvisory fee rate payable by JCM to INTECH
would change from a fixed rate to a rate that adjusts upward or downward
based upon the Fund's performance relative to its benchmark. Approval of
Proposal 4 requires a 1940 Act Majority of the outstanding voting
securities of the Fund.

The following table identifies the Funds entitled to vote on each proposal:

<Table>
<Caption>
PROPOSALS
-------------------------------------------------------------------
3A 4
2 (ADVISORY 3B (INTECH
1 (ELIMINATE AGREEMENT (PERFORMANCE- PERFORMANCE-
(TRUSTEE FUNDAMENTAL CONFORMING BASED BASED
FUND ELECTION) POLICY) AMENDMENTS) ADVISORY FEES) ADVISORY FEES)
---- --------- ----------- ----------- -------------- --------------

Janus Balanced
Fund............... X X
Janus Contrarian
Fund............... X X X
Janus Core Equity
Fund............... X X
Janus Enterprise
Fund............... X X
Janus Federal Tax-
Exempt Fund........ X X
Janus Flexible Bond
Fund............... X X X
Janus Fund........... X X
Janus Global Life
Sciences Fund...... X X
Janus Global
Opportunities
Fund............... X X
Janus Global
Technology Fund.... X X
Janus Government
Money Market Fund.. X X
Janus Growth and
Income Fund........ X X
Janus High-Yield
Fund............... X X
Janus Institutional
Cash Reserves
Fund............... X X
Janus Mercury Fund... X X X
Janus Mid Cap Value
Fund............... X X
Janus Money Market
Fund............... X X
Janus Olympus Fund... X X
Janus Orion Fund..... X X
Janus Overseas
Fund............... X X
Janus Research
Fund............... X X X
Janus Risk-Managed
Stock Fund......... X X X
Janus Short-Term Bond
Fund............... X X
Janus Small Cap Value
Fund............... X
Janus Tax-Exempt
Money Market Fund.. X X
</Table>

Janus Triton Fund.... X X
Janus Twenty Fund.... X X
Janus Venture Fund... X X
Janus Worldwide
Fund............... X X X
</Table>

HAS MY FUND'S BOARD APPROVED THE PROPOSALS?

Yes, the Board unanimously recommends that shareholders vote FOR all
applicable proposals.

WHY AM I BEING ASKED TO ELECT TRUSTEES?

The Trustees are your representatives who oversee management and operations
of your Fund. Certain regulations require that a majority of Trustees be elected
by shareholders. In addition, new trustees cannot be appointed by the Trustees
to fill vacancies created by an expansion of the Board unless, after those
appointments, at least two-thirds of the Trustees have been elected by
shareholders. The Board currently has seven members, of which five have been
elected by shareholders. In addition, the Board has determined it to be in the
best interests of the Funds and their shareholders to expand the Board to nine
members. All seven members of the current Board and two new members will stand
for election at the Meeting.

WHY IS THE BOARD RECOMMENDING THE ELIMINATION OF A FUNDAMENTAL 80% INVESTMENT
POLICY ON INCOME-PRODUCING SECURITIES FOR JANUS FLEXIBLE BOND FUND?

Eliminating Janus Flexible Bond Fund's fundamental investment policy to
invest 80% of net assets in income-producing securities is recommended because
the Fund has adopted a non-fundamental policy of investing 80% of its net assets
in bonds (consistent with the Fund's name) and such a policy is not required to
be a fundamental policy. The Board believes these two policies are largely
duplicative and thus they are not both necessary. Since the policy related to
income-producing securities is a "fundamental" policy, it can only be changed
with shareholder approval. Notably, the proposed elimination of this investment
policy will not change the investment objectives of the Janus Flexible Bond
Fund.

WHY IS THE BOARD PROPOSING CERTAIN CONFORMING AMENDMENTS TO CERTAIN FUNDS'
INVESTMENT ADVISORY AGREEMENTS?

Shareholders of certain Funds will be asked to approve an amendment of the
Fund's investment advisory agreement with Janus Capital to conform to prevailing

industry practice. Such amendments are also in conformity with recommendations
made by an independent compliance consultant engaged by Janus Capital. Janus
Capital intends to continue to manage the Funds and provide the same level of
services under the proposed amended investment advisory agreements. These
proposed amendments will not impact the fee paid by your Fund.

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

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

WHAT WILL HAPPEN IF SHAREHOLDERS OF AN APPLICABLE FUND DO NOT APPROVE ALL
APPLICABLE PROPOSED AMENDMENTS TO THE INVESTMENT ADVISORY AGREEMENT FOR THEIR
FUND?

If shareholders of a Fund who are voting on a proposal to amend its Fund's
current investment advisory agreement with Janus Capital or to approve a new
investment advisory agreement with Janus Capital do not approve these
proposal(s), Janus Capital will continue to manage the Fund and receive
compensation for its services at a flat fixed-rate fee as detailed under the
terms of the current investment advisory agreement.

WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE PROXY CARD?

Because each Fund's shareholders must vote separately, you are being sent a
proxy card for each Fund account that you have. Please vote on all applicable
proposals shown on each proxy card that you receive.

HOW DO I VOTE MY SHARES?

You can vote your shares by completing and signing the enclosed proxy
card(s) and mailing the completed proxy card(s) in the enclosed postage paid
envelope. You may also vote your shares by telephone or via the Internet by
following the instructions on the attached proxy card(s). Shareholders of record
of each Fund at the close of business on September 9, 2005 (the "Record Date")
will receive notice of and be asked to vote on the proposals, as applicable,
presented at the Meeting. If

you need assistance or have any questions regarding the proposals or how to vote
your shares, please call 1-800-340-4019.

PROPOSAL 1: ELECTION OF TRUSTEES

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

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

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

The nominees for Trustees and their backgrounds are shown on the following
pages. This information includes each nominee's name, age, principal
occupation(s) during the past five years, and other information about the
nominee's professional background, including other directorships the nominee
holds. The address of each nominee is 151 Detroit Street, Denver, Colorado
80206. All nominees listed below,

other than Mr. Contro and Ms. Wolf, are currently Trustees of the Trust and have
served in that capacity since originally elected or appointed. In addition, each
nominee, other than Mr. Contro and Ms. Wolf, is currently a Trustee of Janus
Adviser Series ("JAD") and Janus Aspen Series ("JAS"), other registered
investment companies advised by JCM (JIF, JAD and JAS are collectively referred
to herein as the "Janus Funds"). Collectively, the Janus Funds consist of 65
series as of September 1, 2005.

Except for Mr. Bailey, each Trustee or nominee is not an "interested"
person of the Trust, as that term is defined in the 1940 Act. Mr. Bailey is
treated as an interested person of the Trust by virtue of his past positions and
continuing relationships with JCM.

NOMINEES AS INDEPENDENT TRUSTEES

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

Jerome S. Contro 65 Partner, Tango Group, a
Age 49 private investment firm
Nominee N/A (since 1999). Trustee
and Chairman of RS
Investment Trust (since
2001); Director, IZZE
Beverages; and
Director, MyFamily,
Inc.
William F. McCalpin 65 Executive Vice
Age 47 President and Chief
Trustee 6/02-Present Operating Officer of
The Rockefeller
Brothers Fund (a
private family
foundation). Trustee
and Vice President,
Asian Cultural Council.
</Table>

John W. McCarter, Jr. 65 President and Chief
Age 66 Executive Officer of
Trustee 6/02-Present The Field Museum of
Natural History
(Chicago, IL). Chairman
of the Board and
Director, Divergence
Inc.; Director A.M.
Castle & Co. and W.W.
Grainger, Inc.; and
Trustee of Harris
Insight Funds Trust (19
portfolios), WTTW
(Chicago public
television station),
the University of
Chicago, and Chicago
Public Education Fund.
Dennis B. Mullen 65 Chairman and Chief
Age 61 Executive Officer, Red
Chairman 3/04-Present Robin Gourmet Burgers,
Trustee 2/71-Present Inc. (since 2005).
Formerly, private
investor. Director, Red
Robin Gourmet Burgers,
Inc.; Director, Janus
World Funds
(Dublin-based, non-U.S.
funds).
</Table>

James T. Rothe 65 Co-founder and Managing
Age 61 Director, Roaring Fork
Trustee 1/97-Present Capital Partners
(private equity firm);
and Professor Emeritus
of Business, University
of Colorado, Colorado
Springs, CO (since
2004). Formerly,
Professor of Business,
University of Colorado
(2002-2004);
Distinguished Visiting
Professor of Business
(2001-2002),
Thunderbird (American
Graduate School of
International
Management), Phoenix,
AZ; and Principal
(1988-1999) of
Phillips-Smith Retail
Group, Addison, TX (a
venture capital firm).
Director, Red Robin
Gourmet Burgers, Inc.
William D. Stewart 65 Corporate Vice
Age 60 President and General
Trustee 6/84-Present Manager of MKS
Instruments-HPS
Products, Boulder, CO
(a manufacturer of
vacuum fittings and
valves).
Martin H. Waldinger 65 Private Investments,
Age 66 Consultant to
Trustee 8/69-Present California Planned Unit
Developments. Formerly,
CEO and President,
Marwal, Inc.
</Table>

Linda S. Wolf 65 Retired. Formerly,
Age 57 Chairman and Chief
Nominee N/A Executive Officer, Leo
Burnett (Worldwide)
(2001-2005); President,
Leo Burnett (USA)
(1996-2000). Director,
The Field Museum of
Natural History
(Chicago, IL);
Director, Children's
Memorial Hospital;
Director, Chicago
Council on Foreign
Relations; Director,
Economic Club of
Chicago.
</Table>

NOMINEE AS INTERESTED TRUSTEE

Thomas H. Bailey 65 Retired. Formerly,
151 Detroit Street President (1978-2002)
Denver, CO 80206 and Chief Executive
Age 67 Officer (1994-2002) of
Trustee 6/69-Present Janus Capital or Janus
Capital Corporation.
Chairman and Director
(1978-2002) of Janus
Capital Corporation;
and Director
(1997-2001) of Janus
Distributors, Inc.;
President and Director
(1994-2002) of the
Janus Foundation.
</Table>

GENERAL INFORMATION REGARDING THE BOARD OF TRUSTEES

The Trust is governed by a Board of Trustees, which is responsible for
major decisions relating to each Fund's investment objective(s), policies and
techniques. The Trustees also supervise the operation of the Funds by officers
of the Funds and JCM (which is responsible for the Trust's day-to-day
operations). The Trustees meet periodically throughout the year to oversee the
Trust's activities, review each Fund's investment performance, and the quality
of other services provided to each Fund and its shareholders by JCM, any
subadvisers to a Fund, and any affiliates of JCM, including administration,
distribution, and shareholder servicing.

At least annually, the Trustees review and evaluate the fees and operating
expenses paid by each Fund for these services and negotiate such changes that
they deem appropriate. In carrying out these responsibilities, the Trustees are
assisted by the Trust's independent auditor (who reports directly to the Trust's
Audit Committee), independent counsel, an independent fee consultant, and other
experts as appropriate, all of whom are selected by the Independent Trustees.
The Independent Trustees vote separately to approve all financial arrangements
and other agreements with each Fund's investment adviser and any affiliates of
the investment adviser. The Trust's Independent Trustees meet regularly in
executive session.

There were 7 regular meetings and 3 special meetings of the Trustees held
during the Trust's fiscal year ended October 31, 2004. Each Trustee attended at
least 75% of the meetings during that fiscal year. Since the Trust is not
required to convene annual shareholder meetings, there is no policy requiring
Trustee attendance at such meetings.

The Board of Trustees proposed for election at the Meeting will be
comprised of eight Independent Trustees and one individual who is considered an
"interested" Trustee. The SEC has adopted rules that require at least 75% of the
board members of a fund to be "independent" if the fund takes advantage of
certain exemptive rules under the 1940 Act. If the slate of nominees is approved
by shareholders, more than 85% of the Board of Trustees will be Independent.

COMMITTEES OF THE BOARD OF TRUSTEES

The Board of Trustees has seven standing committees that perform
specialized functions: an Audit Committee, a Brokerage Committee, an Investment
Oversight Committee, a Legal and Regulatory Committee, a Money Market Committee,
a Nominating and Governance Committee, and a Pricing Committee. Each committee
is comprised entirely of Independent Trustees and has a written charter that
delineates its duties and powers. Each committee reviews and evaluates matters
as specified in its charter and makes recommendations to the Trustees as it
deems appropriate. Each committee may utilize the resources of the Trust's
counsel, counsel to the Independent Trustees, independent auditors, and other
experts. The

committees normally meet in conjunction with regular meetings of the Trustees
but may convene at other times (in person or by telephone) as deemed
appropriate. The membership and chairperson of each committee is appointed by
the Trustees upon recommendation of the Trust's Nominating and Governance
Committee.

Audit Committee. The Audit Committee reviews the Trust's financial
reporting process, the system of internal controls over financial reporting,
disclosure controls and procedures, Form N-CSR filings, and the audit process.
The Committee's review of the audit process includes, among other things,
recommendation of the appointment and compensation of the Trust's independent
auditors, oversight of the independent auditors, and pre-approval of all audit
and non-audit services. The Committee receives annual representations from the
Trust's independent auditor that audits the Funds' financial statements as to
its independence. Currently, the members of the Audit Committee are John W.
McCarter, Jr. (Chairman), Dennis B. Mullen and William D. Stewart. The Committee
held four meetings during the fiscal year ended October 31, 2004.

Brokerage Committee. The Brokerage Committee reviews and makes
recommendations regarding matters related to the Trust's use of brokerage
commissions and placement of portfolio transactions, including policies
regarding the allocation of brokerage commissions, directed brokerage,
"step-out" arrangements, and any soft dollar credits. Currently, the members of
the Brokerage Committee are James T. Rothe (Chairman), William F. McCalpin and
Dennis B. Mullen. The Committee held four meetings during the fiscal year ended
October 31, 2004.

Investment Oversight Committee. The Investment Oversight Committee,
established in September 2004, oversees the investment activities of Funds that
invest in equity securities and/or fixed-income securities. The Committee meets
regularly with investment personnel at JCM and of any subadviser to a Fund to
review the investment performance and strategies of the Funds in light of their
stated investment objectives and policies. Prior to establishment of this
Committee, the Committee's functions were performed at least quarterly by all of
the Trustees. Currently, the members of the Investment Oversight Committee are
Dennis B. Mullen (Chairman), William F. McCalpin, John W. McCarter, Jr., James
T. Rothe, William D. Stewart and Martin H. Waldinger. The Committee held one
meeting during the fiscal year ended October 31, 2004.

Legal and Regulatory Committee. The Legal and Regulatory Committee
oversees compliance with various procedures adopted by the Trust, reviews
certain regulatory filings made with the SEC, and oversees the implementation
and administration of the Trust's Proxy Voting Guidelines. The Committee is also
responsible for monitoring the Trust's compliance with regulatory orders or
settlement agreements that have a bearing on the Trust. Currently, the members
of the Legal and Regulatory Committee are William F. McCalpin (Chairman),
William

D. Stewart and Martin H. Waldinger. The Committee held four meetings during the
fiscal year ended October 31, 2004.

Money Market Committee. The Money Market Committee reviews various matters
related to the operations of the Trust's money market funds, including
compliance with the Trust's Money Market Fund Procedures and Rule 2a-7 under the
1940 Act. Currently, the members of the Money Market Committee are Martin H.
Waldinger (Chairman), William F. McCalpin and James T. Rothe. The Committee held
four meetings during the fiscal year ended October 31, 2004.

Nominating and Governance Committee. The Nominating and Governance
Committee consults with JCM management in developing the agenda for each regular
meeting of the Board, reviews and recommends changes to Trustee compensation,
and oversees the administration of, and ensures the compliance with, the
Governance Procedures and Guidelines adopted by the Trust. The Committee is also
responsible for identifying and nominating candidates for appointment as
Trustees. Consistent with the Trust's organizational documents and procedures
adopted by the Committee, the Committee will consider Trustee nominations made
by shareholders. Shareholders of a Fund may submit names of potential candidates
for consideration by the Committee by submitting their recommendations to the
Trust's Secretary, at the address of the principal executive office of the
Trust, in accordance with procedures adopted by the Committee. A copy of such
procedures is included as Appendix 1 to the Nominating and Governance Committee
Charter attached to this Proxy Statement as Exhibit A.

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

The Committee may use any process it deems appropriate for the purpose of
evaluating candidates for Trustee, which may include, without limitation,
personal interviews, background checks, written submissions by the candidates
and third party references. There is no difference in the manner by which the
Committee will evaluate nominees when the nominee is submitted by a Fund
shareholder.

Currently, the members of the Nominating and Governance Committee are
Dennis B. Mullen (Chairman), John W. McCarter, Jr. and William D. Stewart. The
Committee held four meetings during the fiscal year ended October 31, 2004.

Pricing Committee. The Pricing Committee determines the fair value of
restricted and other securities for which market quotations are not readily
available, or that are deemed not to be reliable, pursuant to procedures adopted
by the Trustees. The Committee also reviews other matters related to pricing the
Funds' securities. Currently, the members of the Pricing Committee are William
D. Stewart (Chairman), James T. Rothe and Martin H. Waldinger. The Committee
held 26 meetings during the fiscal year ended October 31, 2004.

SHARE OWNERSHIP

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

Exhibit B to this Proxy Statement sets forth the number of shares and
dollar range of equity securities of each Fund owned directly or beneficially as
of September 13, 2005 by each Trustee and by the nominees for election at the
Meeting. As of September 13, 2005, the nominees, Trustees and executive officers
of the Funds as a group owned 5.46% of the outstanding shares of Janus Money
Market Fund - Institutional Shares, 9.10% of the outstanding shares of Janus
Research Fund, 5.22% of the outstanding shares of Janus Triton Fund, and less
than 1% of the outstanding shares of each of the other Funds in this proxy.

COMPENSATION OF TRUSTEES

The Trust pays each Independent Trustee an annual retainer plus a fee for
each regular in-person meeting of the Trustees attended and a fee for attending
an in-person committee meeting convened on a date other than that of a regularly
scheduled Trustee meeting. Each current Independent Trustee also receives fees
from other Janus Funds for serving as Trustee of those Funds. JCM pays persons
who are directors, officers or employees of JCM or any affiliate thereof, or any
Trustee considered an "interested" Trustee, for their services as Trustees or
officers of the Fund. None of the Trustees are entitled to receive any
retirement or deferred compensation benefits from the Funds.

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

in connection with the recommendations of the Nominating and Governance
Committee, to ensure that such fees continue to be appropriate in light of their
responsibilities as well as in relation to fees paid to trustees of other mutual
fund complexes. The following table shows the fees paid to each current
Independent Trustee by the Trust for the fiscal year ended October 31, 2004 and
by all of the Janus Funds during calendar year 2004:

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

William F. McCalpin $216,666 $243,000
John W. McCarter, Jr. $207,190 $243,000
Dennis B. Mullen(3) $323,173 $429,205
James T. Rothe $224,049 $302,000
William D. Stewart $221,942 $252,000
Martin H. Waldinger $220,377 $247,500
</Table>

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

(1) Includes compensation for service on behalf of 27 funds (as of October 31,
2004).

(2) For Mr. Rothe, includes compensation for service on the Boards of four Janus
Trusts comprised of 61 portfolios (as of December 31, 2004). For Mr. Mullen,
includes compensation for service on the Boards of five Janus Trusts
comprised of 82 portfolios (21 portfolios of which are for service on the
board of Janus World Funds, an offshore product) (as of December 31, 2004).
For Messrs. McCarter, McCalpin, Stewart, and Waldinger, includes
compensation for service on the Boards of three Janus Trusts comprised of 59
fund portfolios (as of December 31, 2004).

(3) For compensation received from the Trust, includes additional compensation
paid for service as Independent Chairman of the Board of Trustees. For
aggregate compensation received from the Janus Fund Complex, includes
additional compensation paid for service as Independent Chairman of the
boards of three Janus trusts, including the Trust, comprised of 59
portfolios (as of December 31, 2004).

OFFICERS

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

SHAREHOLDER COMMUNICATIONS

The Trustees provide for shareholders to send written communications to the
Trustees via regular mail. Written communications to the Trustees, or to an

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

THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF EACH FUND VOTE FOR EACH NOMINEE.

PROPOSAL 2: APPROVAL OF ELIMINATION OF FUNDAMENTAL
INVESTMENT POLICY FOR JANUS FLEXIBLE BOND FUND

Janus Flexible Bond Fund was previously named Janus Flexible Income Fund.
In accordance with a rule adopted by the SEC requiring a fund to adopt an 80%
investment policy with respect to investments tied to a fund's name (the "names
rule"), Janus Flexible Income Fund adopted a policy to normally invest at least
80% of its total assets in income-producing securities. Such policy was adopted
as a fundamental policy. When Janus Flexible Income Fund changed its name to
Janus Flexible Bond Fund, in accordance with the names rule, it adopted a policy
to invest, under normal circumstances, at least 80% of its net assets in bonds.
This 80% policy was adopted as a non-fundamental policy and is in addition to
the fundamental policy to invest in income-producing securities. Bonds that
Janus Flexible Bond Fund may invest in consist of mortgage-backed securities,
corporate bonds, government bonds, convertible bonds and zero coupon bonds. The
Trustees and JCM propose eliminating Janus Flexible Bond Fund's fundamental
policy regarding investing 80% of total assets in income-producing securities.
Elimination of this fundamental policy requires shareholder approval.

The proposal to eliminate Janus Flexible Bond Fund's 80% investment policy
regarding income-producing securities is designed to provide the Fund with
maximum flexibility to pursue its investment objective of maximizing total
return, consistent with preservation of capital, based primarily on investments
in bonds and to respond to an ever-changing investment environment. Janus
Flexible Bond Fund intends to maintain its current investment objective and
continue to invest at least 80% of its net assets, under normal circumstances,
in bonds. Any change to Janus Flexible Bond Fund's non-fundamental policy on
bond investments requires sixty-day prior notice to shareholders before
implementation.

The Trustees believe that eliminating Janus Flexible Bond Fund's policy to
invest 80% of total assets in income-producing securities is in the best
interests of the Fund.

REQUIRED VOTE

Approval of this proposal requires the affirmative vote of a 1940 Act
Majority of the securities of Janus Flexible Bond Fund eligible to be voted at
the meeting.

On September 20, 2005, the Board of Trustees voted to approve the
elimination of Janus Flexible Bond Fund's fundamental policy as described above.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF JANUS
FLEXIBLE BOND FUND VOTE FOR APPROVAL TO ELIMINATE THE FUND'S FUNDAMENTAL 80%
INVESTMENT POLICY ON INCOME-PRODUCING SECURITIES.

PROPOSAL 3: INVESTMENT ADVISORY AGREEMENT

PROPOSAL 3.A. APPROVE AMENDMENTS TO A FUND'S INVESTMENT ADVISORY AGREEMENT
BETWEEN JCM ON BEHALF OF CERTAIN FUNDS

This Proposal 3.a. applies to each Fund except Janus Mid Cap Value Fund,
Janus Risk-Managed Stock Fund, and Janus Small Cap Value Fund.

INTRODUCTION

On September 20, 2005, the Board of Trustees approved certain amendments to
the Investment Advisory Agreement between the Trust, on behalf of certain Funds,
and JCM (the "Proposed Amended Advisory Agreements"), and authorized the
submission of those amendments to the applicable Fund's shareholders for their
approval. The primary purpose of these amendments is to conform to prevailing
industry practice. A description of the proposed amendments is provided in
further detail below under "Description of the Proposed Amended Advisory
Agreements." The proposed changes, on their face, may be considered "material"
changes requiring shareholder approval. Certain Funds' shareholders are also
being asked to approve a new Investment Advisory Agreement which, in addition to
incorporating the amendments discussed in Proposal 3.a., would contain a revised
fee schedule, as discussed in further detail under Proposal 3.b.

A copy of a form of Proposed Amended Advisory Agreement between JCM and the
Trust, on behalf of each equity or income Fund permitted to vote on this
Proposal 3.a., marked to show proposed revisions, is attached as Exhibit D to
this Proxy Statement. A copy of a form of Proposed Amended Advisory Agreement
between JCM and the Trust, on behalf of each money market fund, marked to show
proposed revisions, is attached as Exhibit E to this Proxy Statement.

JCM AS INVESTMENT ADVISER

JCM currently serves as the investment adviser to each Fund pursuant to an
Investment Advisory Agreement between JCM and the Trust, on behalf of each

Fund (each, a "Current Advisory Agreement" and collectively, the "Current
Advisory Agreements"). JCM is a direct subsidiary of Janus Capital Group Inc.
("JCG"), a publicly traded company with principal operations in financial asset
management businesses. JCG owns approximately 95% of JCM, with the remaining 5%
held by Janus Management Holdings Corporation. The principal executive officers
and directors of JCM, located at 151 Detroit Street, Denver, Colorado 80206, and
their principal occupations are included in Exhibit F to this Proxy Statement.
Certain employees of JCM and/or its affiliates serve as officers of the Trust.
Certain officers of the Trust and interested Trustees of the Trust are
shareholders of JCG.

JCM (together with its predecessors) has served as an investment adviser
since 1970 and currently serves as investment adviser to all of the Janus Funds,
consisting of 65 portfolios as of September 1, 2005, encompassing a broad range
of investment objectives. JCM also serves as subadviser for a number of
private-label mutual funds and provides separate account advisory services for
institutional accounts. As of , 2005, JCM had $ in assets
under management. JCM currently serves as an investment adviser to other funds
that have similar investment objectives as the Funds, as described in detail in
Exhibit G to this Proxy Statement.

DESCRIPTION OF THE CURRENT ADVISORY AGREEMENTS

Under each Current Advisory Agreement, JCM provides each Fund with
continuing investment management services. JCM is responsible for the day-to-day
management of the Funds and provides continuous investment advice regarding the
purchase and sale of securities held by the Funds, subject to the Trust's
Amended and Restated Agreement and Declaration of Trust, Amended and Restated
Bylaws, the investment objectives, policies and restrictions set forth in each
Fund's registration statement, the provisions of the 1940 Act and the Internal
Revenue Code of 1986, as amended, and such policies and instructions as the
Trustees may determine.

JCM provides office space for the Funds and pays the salaries, fees and
expenses of all Fund officers and those Trustees who are considered interested
persons of JCM. JCM provides certain administrative and other services and is
responsible for the other business affairs of all the Funds. JCM may be
compensated by Janus Government Money Market Fund, Janus Institutional Cash
Reserves Fund, Janus Money Market Fund and Janus Tax-Exempt Money Market Fund
for performing certain administrative services pursuant to an Administrative
Services Agreement between JCM and the Trust on behalf of these money market
Funds, as described on page of this Proxy Statement.

The Funds pay all expenses incident to their organization, operations and
business not specifically assumed by JCM, including custodian and transfer
agency fees and expenses, brokerage commissions, and dealer spreads and other
expenses in

connection with the execution of portfolio transactions, legal and accounting
expenses, interest, taxes, a portion of trade association or other investment
company organization dues and expenses, registration fees, expenses of
shareholders' meetings, and reports to shareholders, fees and expenses of
Independent Trustees, and other costs of complying with applicable laws
regulating the sale of Fund shares. Information concerning services provided by
Janus Distributors LLC ("Janus Distributors"), the Funds' distributor, and Janus
Services LLC ("Janus Services"), the Funds' transfer agent, each a wholly-owned
subsidiary of JCM, and fees paid by the Funds to Janus Distributors and Janus
Services, is provided on page of this Proxy Statement.

Pursuant to its Current Advisory Agreement, each Fund pays JCM for its
services an investment advisory fee which is calculated daily and paid monthly.
The investment advisory fee paid by each Fund to JCM under its Current Advisory
Agreement is calculated at the following annual rate as a percentage of each
Fund's average daily net asset value:

<Table>
<Caption>
FUND ANNUAL RATE
---- -----------

Janus Contrarian Fund................. 0.64%
Janus Enterprise Fund................. 0.64%
Janus Global Life Sciences Fund....... 0.64%
Janus Global Opportunities Fund....... 0.64%
Janus Global Technology Fund.......... 0.64%
Janus Fund............................ 0.64%
Janus Mercury Fund.................... 0.64%
Janus Olympus Fund.................... 0.64%
Janus Orion Fund...................... 0.64%
Janus Overseas Fund................... 0.64%
Janus Research Fund................... 0.64%
Janus Triton Fund..................... 0.64%
Janus Twenty Fund..................... 0.64%
Janus Venture Fund.................... 0.64%
Janus Growth and Income Fund.......... 0.62%
Janus Core Equity Fund................ 0.60%
Janus Worldwide Fund.................. 0.60%
Janus Balanced Fund................... 0.55%
Janus High-Yield Fund................. First $300 million 0.65%
Over $300 million 0.55%
Janus Short-Term Bond Fund............ First $300 million 0.64%
Over $300 million 0.54%
Janus Flexible Bond Fund.............. First $300 million 0.58%
Over $300 million 0.48%
Janus Federal Tax-Exempt Fund......... First $300 million 0.50%
Over $300 million 0.45%
</Table>

<Table>
<Caption>
FUND ANNUAL RATE
---- -----------

Janus Government Money Market Fund.... 0.20%
Janus Institutional Cash Reserves
Fund................................ 0.20%
Janus Money Market Fund............... 0.20%
Janus Tax-Exempt Money Market Fund.... 0.20%
</Table>

Through March 1, 2006 for the Funds listed below, JCM has agreed by
contract to waive its advisory fee payable by each of these Funds in an amount
equal to the amount, if any, that such Fund's normal operating expenses in any
fiscal year (including the investment advisory fee, but excluding any brokerage
commissions, interest, taxes and extraordinary expenses) exceed the following
percentage of the Fund's average daily net asset value:

<Table>

Janus Federal Tax-Exempt Fund.......................... 0.55%
Janus Flexible Bond Fund............................... 0.93%
Janus High-Yield Fund.................................. 0.90%
Janus Research Fund.................................... 1.25%
Janus Short-Term Bond Fund............................. 0.64%
Janus Triton Fund...................................... 1.25%
</Table>

In addition, JCM has agreed by contract to waive one-half its advisory fee
for Janus Government Money Market Fund, Janus Institutional Cash Reserves Fund,
Janus Money Market Fund, and Janus Tax-Exempt Money Market Fund until March 1,
2006, after which time such waiver shall become voluntary for each such Fund and
may be terminated at any time.

The following table summarizes the advisory fees paid by the Funds to JCM
before any waivers and the amounts waived, if any, including any applicable
advisory fee waivers, for the fiscal year ended October 31, 2004 (semiannual
period ended April 30, 2005 for Janus Research Fund and Janus Triton Fund).

<Table>
<Caption>
ADVISORY FEES WAIVERS
FUND ($) (000'S) ($) (000'S)
---- ------------- -----------

Janus Balanced Fund..................... 20,059 n/a
Janus Contrarian Fund................... 16,155 n/a
Janus Core Equity Fund.................. 4,146 n/a
Janus Enterprise Fund................... 11,615 n/a
Janus Federal Tax-Exempt Fund........... 863 553
Janus Flexible Bond Fund................ 7,113 n/a
Janus Fund.............................. 99,852 n/a
Janus Global Life Sciences Fund......... 8,333 n/a
Janus Global Opportunities Fund......... 1,132 n/a
Janus Global Technology Fund............ 9,581 n/a
Janus Government Money Market Fund...... 2,056 1,028
Janus Growth and Income Fund............ 35,672 n/a
Janus High-Yield Fund................... 3,913 n/a
Janus Institutional Cash Reserves
Fund.................................. 4,433 2,216
Janus Mercury Fund...................... 32,393 n/a
Janus Money Market Fund................. 18,561 9,280
Janus Olympus Fund...................... 16,664 n/a
Janus Orion Fund........................ 3,494 n/a
Janus Overseas Fund..................... 16,157 n/a
Janus Research Fund(1).................. 22 22(2)
Janus Short-Term Bond Fund.............. 1,926 1,062
Janus Tax-Exempt Money Market Fund...... 365 183
Janus Triton Fund(1).................... 19 19(2)
Janus Twenty Fund....................... 60,268 n/a
Janus Venture Fund...................... 8,770 n/a
Janus Worldwide Fund.................... 58,977 n/a
</Table>

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

(1) Period from February 25, 2005 (inception date) through April 30, 2005.

(2) In addition to waiving all of its advisory fee, JCM also reimbursed the Fund
for other expenses that exceeded its expense limit.

At a meeting of the Trustees held on June 15, 2005, the Trustees, including
all of the Independent Trustees, approved the continuation of the Current
Advisory Agreement for each Fund, except for Janus Research Fund and Janus
Triton Fund which were initially approved by the Trustees on December 2, 2004.
Each Fund's Current Advisory Agreement continues in effect until July 1, 2006
and thereafter from year to year only so long as such continuance is approved at
least annually by a majority of the Independent Trustees, and by either a
majority of the outstanding voting securities of that Fund or the Trustees of
that Fund.

Each Current Advisory Agreement (i) may be terminated without the payment
of any penalty by JCM, the Trustees of the Trust, or by the shareholders of the
Fund acting by vote of at least a majority of its outstanding voting securities
on 60 days' advance written notice; (ii) terminates automatically in the event
of its assignment; and (iii) generally, may not be amended without the approval
by vote of a majority of the Trustees of the Fund, including a majority of the
Independent Trustees and, to the extent required by the 1940 Act, the vote of a
majority of the outstanding voting securities of that Fund. The table below
shows the date of each Current Advisory Agreement as well as the date each
Current Advisory Agreement was last submitted to a vote of shareholders and the
reasons for such submission.

<Table>
<Caption>
DATE OF CURRENT DATE LAST SUBMITTED
FUND ADVISORY AGREEMENT TO SHAREHOLDERS
---- ------------------ -------------------

Janus Balanced Fund............... July 1, 2004 January 31, 2002(1)
Janus Contrarian Fund............. July 1, 2004 January 31, 2002(1)
Janus Core Equity Fund............ July 1, 2004 January 31, 2002(1)
Janus Enterprise Fund............. July 1, 2004 January 31, 2002(1)
Janus Federal Tax-Exempt Fund..... July 1, 2004 January 31, 2002(1)
Janus Flexible Bond Fund.......... July 1, 2004 January 31, 2002(1)
Janus Fund........................ July 1, 2004 January 31, 2002(1)
Janus Global Life Sciences Fund... July 1, 2004 January 31, 2002(1)
Janus Global Opportunities Fund... July 1, 2004 January 31, 2002(1)
Janus Global Technology Fund...... July 1, 2004 January 31, 2002(1)
Janus Government Money Market
Fund............................ April 3, 2002 January 31, 2002(1)
Janus Growth and Income Fund...... July 1, 2004 January 31, 2002(1)
Janus High-Yield Fund............. July 1, 2004 January 31, 2002(1)
Janus Institutional Cash Reserves
Fund............................ April 3, 2002 May 15, 2002(2)
Janus Mercury Fund................ July 1, 2004 January 31, 2002(1)
Janus Money Market Fund........... April 3, 2002 January 31, 2002(1)
Janus Olympus Fund................ July 1, 2004 January 31, 2002(1)
</Table>

<Table>
<Caption>
DATE OF CURRENT DATE LAST SUBMITTED
FUND ADVISORY AGREEMENT TO SHAREHOLDERS
---- ------------------ -------------------

Janus Orion Fund.................. July 1, 2004 January 31, 2002(1)
Janus Overseas Fund............... July 1, 2004 January 31, 2002(1)
Janus Research Fund............... December 2, 2004 February 25, 2005(2)
Janus Short-Term Bond Fund........ July 1, 2004 January 31, 2002(1)
Janus Tax-Exempt Money Market
Fund............................ April 3, 2002 January 31, 2002(1)
Janus Triton Fund................. December 2, 2004 February 25, 2005(2)
Janus Twenty Fund................. July 1, 2004 January 31, 2002(1)
Janus Venture Fund................ July 1, 2004 January 31, 2002(1)
Janus Worldwide Fund.............. July 1, 2004 January 31, 2002(1)
</Table>

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

(1) Approved by shareholders in connection with a transaction involving sale of
shares of JCM by Thomas H. Bailey resulting in a potential assignment of the
investment advisory agreement.

(2) Approved by the initial shareholder in connection with the Fund's
commencement of operations.

DESCRIPTION OF THE PROPOSED AMENDED ADVISORY AGREEMENTS

Except for the proposed amendments to the Current Advisory Agreement for
each Fund as described below, the terms of the Current Advisory Agreements and
the Proposed Amended Advisory Agreements are substantially similar, except for
the effective dates and the renewal dates. The same services will be provided
under the Proposed Amended Advisory Agreements as are provided under the Current
Advisory Agreements. For shareholders of Janus Contrarian Fund, Janus Mercury
Fund, Janus Research Fund, and Janus Worldwide Fund, one additional change to
your Fund's Current Advisory Agreement will be incorporated into a new
investment advisory agreement as discussed under Proposal 3.b. below.

WHAT ARE THE SIGNIFICANT DIFFERENCES BETWEEN THE CURRENT ADVISORY AGREEMENT
AND THE PROPOSED AMENDED ADVISORY AGREEMENT?

The Current Advisory Agreement for each applicable Fund does not expressly
provide that JCM will have investment discretion to manage the Fund's
investments. Rather, the Current Advisory Agreement provides that JCM will make
recommendations solely in an advisory capacity, with the Trust retaining control
over its investment policies. The Proposed Amended Advisory Agreement would
remove references to JCM acting solely in an advisory capacity and clarify that
JCM has authority to act on its investment recommendations and execute
transactions on behalf of the Funds.

Although as a technical matter, these amendments will increase the scope of
JCM's authority, they are not expected to result in a significant change in the
way the Funds' investments are managed. Although each portfolio manager is an
employee of JCM, in accordance with the terms of the Current Advisory Agreement,
the Trustees have previously elected each Fund's portfolio manager as a Fund
officer. As such, each portfolio manager has been authorized to place orders to
purchase and sell Fund investments. When acting on matters affecting their Fund,
the portfolio manager(s) is acting in their dual role as a Fund officer and
employee of JCM. The proposed amendments are consistent with recommendations
made by an independent compliance consultant engaged by JCM. Shareholders of
Janus Mid Cap Value Fund, Janus Risk-Managed Stock Fund, and Janus Small Cap
Value Fund are not being asked to vote on Proposal 3.a. as the Current Advisory
Agreement between JCM and the Trust on behalf of each of these Funds already
contains the recommended changes.

BOARD APPROVAL AND RECOMMENDATION

On September 20, 2005, the Board of Trustees, including all of the
Independent Trustees, voted unanimously to approve the Proposed Amended Advisory
Agreement for each applicable Fund and authorized the submission of each
Proposed Amended Advisory Agreement to the Fund's shareholders for approval.

In approving the proposed amendments to each of the Current Advisory
Agreements, the Trustees considered the recommendations of the independent
compliance consultant engaged by JCM regarding the form of each of those
agreements and concluded that the proposed change in the description of the
authority of JCM would be more consistent with industry practice and would
reflect an appropriate delegation of authority to JCM.

In connection with their most recent consideration of the investment
advisory agreements for all of the Funds, the Trustees received and reviewed a
substantial amount of information provided by JCM and the respective subadvisers
for sub-advised Funds in response to requests of the Independent Trustees and
their counsel. They also received and reviewed a considerable amount of
information and analysis provided to the Trustees by their independent fee
consultant. Throughout their consideration of the agreements, the Independent
Trustees were advised by their independent legal counsel. The Independent
Trustees met on two separate occasions with JCM management to consider the
agreements, and at each of those meetings they also met separately in executive
session with their counsel.

Based on their evaluation of the information provided by JCM, subadvisers,
the independent fee consultant, Lipper Inc. and other information, the Trustees
determined that the overall arrangements between the Funds and JCM were fair and
reasonable in light of the nature and quality of the services provided by JCM,
its

affiliates and the subadvisers, the fees charged for those services, and other
matters that the Trustees considered relevant in the exercise of their business
judgment.

In considering the agreements, the Trustees reviewed and analyzed various
factors that they determined were relevant, including the factors described
below, none of which by itself was considered dispositive. However, the material
factors and conclusions that formed the basis for the Trustees' determination to
approve the agreements are discussed separately below.

NATURE, EXTENT AND QUALITY OF SERVICES

The Trustees reviewed the nature, extent and quality of the services of JCM
and the subadvisers to the Funds, taking into account the investment objective
and strategy of each Fund and the knowledge the Trustees gained from their
regular meetings with JCM management on at least a quarterly basis. In addition,
the Trustees reviewed the resources and key personnel of JCM and subadvisers,
especially those who provide investment management services to the Funds. The
Trustees also considered other services provided to the Funds by JCM or
subadvisers, such as managing the execution of portfolio transactions and the
selection of broker-dealers for those transactions, serving as the Funds'
administrator, monitoring adherence to the Funds' investment restrictions,
producing shareholder reports, providing support services for the Trustees and
Trustee committees and overseeing the activities of other service providers,
including monitoring compliance with various policies and procedures of the
Funds and with applicable securities laws and regulations. The Trustees also
reviewed the enhanced compliance program of JCM and the actions taken by JCM in
response to various legal and regulatory proceedings since the fall of 2003.

The Trustees concluded that the nature, extent and quality of the services
provided by JCM or subadviser to each Fund were appropriate and consistent with
the terms of the respective advisory agreements, that the quality of those
services had been consistent with or superior to quality norms in the industry
and that the Funds were likely to benefit from the continued provision of those
services. They also concluded that JCM and each subadviser had sufficient
personnel, with the appropriate education and experience, to serve the Funds
effectively and had demonstrated its continuing ability to attract and retain
well-qualified personnel.

PERFORMANCE OF THE FUNDS

The Trustees considered the short-term and longer term performance of each
Fund. They reviewed information comparing each Fund's performance with the
performance of comparable funds and peer groups identified by Lipper Inc.
("Lipper") and with the Fund's benchmark. They concluded that the performance of
most Funds was good to very good. Although the performance of some Funds lagged
that of their peers for certain periods, they also concluded that JCM had

taken appropriate steps to address the under-performance and that the more
recent performance of most of those Funds had been improving.

COSTS OF SERVICES PROVIDED

The Trustees examined information on the fees and expenses of each Fund in
comparison to information for other comparable funds as provided by Lipper. They
noted that the rate of management fees for each Fund, after contractual expense
limitations, was below the mean management fee rate of the respective peer group
of funds selected by Lipper and for more than two-thirds of the Funds was in the
lowest cost quartile.

The Trustees considered the methodology used by JCM in determining
compensation payable to portfolio managers, the very competitive environment for
investment management talent and the competitive market for mutual funds in
different distribution channels.

The Trustees also reviewed JCM's management fees for its separate account
clients and for its sub-advised funds (for which JCM provides only portfolio
management services). Although in most instances sub-advisory and separate
account fee rates for various investment strategies were lower than management
fees for Funds having a similar strategy, the Trustees noted that JCM performs
significant additional services for the Funds that it does not provide to those
other clients, including administrative services, oversight of the Funds' other
service providers, trustee support, regulatory compliance and numerous other
services. Moreover, they noted that the spread between the average fees charged
to the Funds and the fees that JCM charged to its separate account clients was
significantly smaller than the average spread for such fees of other advisers,
based on publicly available data and research conducted by their independent fee
consultant.

The Trustees also considered the profitability to JCM and its affiliates of
their relationships with each Fund and found JCM's profitability not to be
unreasonable.

Finally, the Trustees considered the financial condition of JCM, which they
found to be sound.

The Trustees concluded that the management fees and other compensation
payable by each Fund to JCM and its affiliates, as well as the fees paid by JCM
to the subadvisers of sub-advised Funds, were reasonable in relation to the
nature and quality of the services provided, taking into account the fees
charged by other advisers for managing comparable mutual funds with similar
strategies and the fees JCM charges to other clients. The Trustees also
concluded that the overall expense ratio of each Fund was reasonable, taking
into account the size of the Fund, the quality of services provided by JCM, the
investment performance of the Fund and the expense limitations agreed to by JCM.

ECONOMIES OF SCALE

The Trustees received and considered information about the potential of JCM
to experience economies of scale as the assets of the Funds increase. They noted
that, although each Fund pays an advisory fee at a fixed rate as a percentage of
net assets, without any breakpoints, the management fee paid by each Fund, after
contractual expense limitations was below the mean management fee rate of the
Fund's peer group selected by Lipper; and, for those Funds whose expenses are
being reduced by the contractual expense limitations of JCM, JCM is subsidizing
the Funds because they have not reached adequate scale. Moreover, as the assets
of many of the Funds have declined in the past few years the Funds have
benefited from having fixed advisory fee rates that have remained constant
rather than fees with breakpoints and higher fee rates at lower asset levels in
which the effective fee rate might have increased as assets declined. The
Trustees also noted that the Funds share directly in economies of scale through
lower charges of third-party service providers based on the combined scale of
all of the Funds. Based on all of the information they reviewed, the Trustees
concluded that the fee structure in each of the advisory agreements was
reasonable and that the current rates of fees do reflect a sharing between JCM
and the Fund of economies of scale at the current asset level of the Fund.

OTHER BENEFITS TO THE ADVISER

The Trustees also considered benefits that accrue to JCM and its affiliates
from their relationship with the Funds. They recognized that affiliates of JCM
separately serve the Funds as transfer agent and distributor, respectively. The
Trustees also considered JCM's use of commissions paid by most Funds on their
portfolio brokerage transactions to obtain proprietary research products and
services benefiting the Funds and/or other clients of JCM, as well as JCM's
agreement not to use any Fund's portfolio brokerage transactions to obtain third
party research through brokers. The Trustees concluded that JCM's use of "soft"
commission dollars to obtain proprietary research products and services was
consistent with regulatory requirements and was likely to benefit the Funds. The
Trustees also concluded that, other than the services provided by JCM and its
affiliates pursuant to the agreements and the fees to be paid by each Fund
therefore, the Funds and JCM may potentially benefit from their relationship
with each other in other ways. They concluded that JCM benefits from the receipt
of proprietary research products and services acquired through commissions paid
on portfolio transactions of the Funds and that the Funds benefit from JCM's
receipt of those products and services, as well as research products and
services acquired through commissions paid by other clients of JCM. They further
concluded that success of each Fund could attract other business to JCM or its
other Funds and that the success of JCM could enhance JCM's ability to serve the
Funds.

After full consideration of the above factors as well as other factors, the
Trustees, including all of the Independent Trustees, concluded that the
investment advisory agreement for each Fund was in the best interest of the Fund
and its shareholders.

REQUIRED VOTE

Approval of Proposal 3.a. as to each applicable Fund requires a 1940 Act
Majority of that Fund. If shareholders of a Fund do not approve the Proposed
Amended Advisory Agreement for the Fund, JCM would continue as the Fund's
investment adviser under the terms of the Current Advisory Agreement with the
Fund. If shareholders approve the Proposed Amended Advisory Agreement for the
Fund, the amendments are expected to become effective on January 1, 2006.

THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF EACH APPLICABLE FUND VOTE FOR
APPROVAL OF THE PROPOSED AMENDED ADVISORY AGREEMENT FOR THEIR FUND.

PROPOSAL 3.B. APPROVE NEW INVESTMENT ADVISORY AGREEMENT
BETWEEN JCM AND THE TRUST ON BEHALF OF CERTAIN FUNDS THAT WOULD
INTRODUCE A PERFORMANCE INCENTIVE INVESTMENT ADVISORY FEE STRUCTURE FOR THE
FUNDS

This Proposal 3.b. applies to shareholders of Janus Contrarian Fund, Janus
Mercury Fund, Janus Mid Cap Value Fund, Janus Risk-Managed Stock Fund, and Janus
Worldwide Fund.

INTRODUCTION

On September 20, 2005, the Board of Trustees approved a new Investment
Advisory Agreement ("Proposed New Advisory Agreement") for shareholders of each
of Janus Contrarian Fund, Janus Mercury Fund, Janus Mid Cap Value Fund, Janus
Risk-Managed Stock Fund, and Janus Worldwide Fund that changes the annual rate
for fees paid to JCM by each Fund pursuant to its Current Advisory Agreement
(described above in Proposal 3.a.) from a fixed-rate fee to one that adjusts
upward or downward based upon a Fund's performance relative to its benchmark.
Such a change in fee structure requires shareholder approval. The Board of
Trustees authorized the submission of the Proposed New Advisory Agreement to
shareholders of the applicable Funds for their approval.

A copy of a form of the Proposed New Advisory Agreement for Janus
Contrarian Fund, Janus Mercury Fund, Janus Research Fund, and Janus Worldwide
Fund is attached as Exhibit H to this Proxy Statement. A copy of a form of the
Proposed New Advisory Agreement for Janus Mid Cap Value Fund and Janus
Risk-Managed Stock Fund is attached as Exhibit I to this Proxy Statement.

The proposal to modify the fee schedule in each Fund's Current Advisory
Agreement and institute the proposed performance-based advisory fee is designed
to more closely align JCM's interests with those of the Fund's shareholders. The
investment advisory fee Funds pay to JCM decreases when the Fund is not
performing well relative to its benchmark and increases during periods when the
Fund outperforms its benchmark. In addition, JCM believes that the proposed
advisory fee structure will enable it to maintain the quality of services it
provides to the Funds and attract and retain talented investment personnel.

JCM AS INVESTMENT ADVISER

JCM currently serves as the investment adviser to each Fund pursuant to an
Investment Advisory Agreement between JCM and the Trust, on behalf of each Fund
(each, a "Current Advisory Agreement" and collectively, the "Current Advisory
Agreements"). JCM is a direct subsidiary of Janus Capital Group Inc. ("JCG"), a
publicly traded company with principal operations in financial asset management
businesses. JCG owns approximately 95% of JCM, with the remaining 5% held by
Janus Management Holdings Corporation. The principal executive officers and
directors of JCM, located at 151 Detroit Street, Denver, Colorado 80206, and
their principal occupations are included in Exhibit F. Certain employees of JCM
and/or its affiliates serve as officers of the Trust. Certain officers of the
Trust and interested Trustees of the Trust are shareholders of JCG.

JCM (together with its predecessors) has served as an investment adviser
since 1970 and currently serves as investment adviser to all of the Janus Funds,
consisting of 65 portfolios as of September 1, 2005, encompassing a broad range
of investment objectives. JCM also serves as subadviser for a number of
private-label mutual funds and provides separate account advisory services for
institutional accounts. As of , 2005, JCM had $ in assets under
management. JCM currently serves as an investment adviser to other funds that
have similar investment objectives as the Funds as described in more detail in
Exhibit G.

DESCRIPTION OF THE CURRENT ADVISORY AGREEMENTS

Under each Current Advisory Agreement, JCM provides each Fund with
continuing investment management services. For each Fund except Janus Mid Cap
Value Fund and Janus Risk-Managed Stock Fund, JCM is responsible for the
day-to-day management of the Funds and provides continuous investment advice
regarding the purchase and sale of securities held by the Funds, subject to the
Trust's Amended and Restated Agreement and Declaration of Trust, Amended and
Restated Bylaws, the investment objectives, policies and restrictions set forth
in each Fund's registration statement, the provisions of the 1940 Act and the
Internal Revenue Code of 1986, as amended, and such policies and instructions as
the Trustees may determine. For Janus Risk-Managed Stock Fund, JCM has delegated

these responsibilities to Enhanced Investment Technologies, LLC ("INTECH")
pursuant to a subadvisory agreement between JCM, on behalf of the Fund, and
INTECH. For Janus Mid Cap Value Fund, JCM has delegated these responsibilities
to Perkins, Wolf, McDonnell and Company, LLC ("Perkins") pursuant to a
subadvisory agreement between JCM, on behalf of the Fund, and Perkins. JCM
maintains a supervisory role with respect to such delegation to each of INTECH
and Perkins.

JCM provides office space for the Funds and pays the salaries, fees and
expenses of all Fund officers and those Trustees who are considered interested
persons of JCM. JCM provides certain administrative and other services and is
responsible for the other business affairs of all the Funds. JCM has delegated
certain of these duties to INTECH and Perkins with respect to the Fund each
manages pursuant to the subadvisory agreement between JCM and each of INTECH and
Perkins.

[UPDATE] The Funds pay all expenses incident to their organization,
operations and business not specifically assumed by JCM, including custodian and
transfer agency fees and expenses, brokerage commissions and dealer spreads and
other expenses in connection with the execution of portfolio transactions, legal
and accounting expenses, interest, taxes, a portion of trade association or
other investment company organization dues and expenses, registration fees,
expenses of shareholders' meetings, and reports to shareholders, fees and
expenses of Independent Trustees, and other costs of complying with applicable
laws regulating the sale of Fund shares. Information concerning services
provided by Janus Distributors, the Funds' distributor, and Janus Services, the
Funds' transfer agent, and fees paid by the Funds to Janus Distributors and
Janus Services is provided on page .

At a meeting of the Trustees held on June 15, 2005, the Trustees, including
all of the Independent Trustees, approved the continuation of the Current
Advisory Agreement for each Fund. Each Fund's Current Advisory Agreement
continues in effect until July 1, 2006 and thereafter from year to year only so
long as such continuance is approved at least annually by a majority of the
Independent Trustees, and by either a majority of the outstanding voting
securities of that Fund or the Trustees of that Fund.

Each Current Advisory Agreement: (i) may be terminated without the payment
of any penalty by JCM, the Trustees of the Trust, or the shareholders of the
Fund acting by vote of at least a majority of its outstanding voting securities
on 60 days' advance written notice; (ii) terminates automatically in the event
of its assignment; and (iii) generally, may not be amended without the approval
by vote of a majority of the Trustees of the Fund, including a majority of the
Independent Trustees and, to the extent required by the 1940 Act, the vote of a
majority of the outstanding voting securities of that Fund. The table below
shows the date of each

Current Advisory Agreement, the date each Current Advisory Agreement was last
submitted to a vote of shareholders, and the reasons for such submission.

<Table>
<Caption>
DATE OF CURRENT DATE LAST SUBMITTED
FUND ADVISORY AGREEMENT TO SHAREHOLDERS
---- ------------------ -------------------

Janus Contrarian
Fund................. July 1, 2004 January 31, 2002(1)
Janus Mercury Fund..... July 1, 2004 January 31, 2002(1)
Janus Mid Cap Value
Fund................. July 1, 2004 March 7, 2003(3)
Janus Research Fund.... December 2, 2004 February 25, 2005(2)
Janus Risk-Managed
Stock Fund........... July 1, 2004 February 28, 2003(2)
Janus Worldwide Fund... July 1, 2004 January 31, 2002(1)
</Table>

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

(1) Approved by shareholders in connection with a transaction involving sale of
shares of JCM by Thomas H. Bailey resulting in a potential assignment of the
investment advisory agreement.

(2) Approved by the initial shareholder in connection with the Fund's
commencement of operations.

(3) Approved by shareholders in connection with the reorganization of former
funds managed by Berger Financial Group LLC into certain Janus Funds.

DESCRIPTION OF CURRENT ADVISORY FEE

Pursuant to its Current Advisory Agreement, each Fund pays JCM for its
services an investment advisory fee which is calculated daily and paid monthly.
The investment advisory fee paid by each Fund to JCM under its Current Advisory
Agreement is calculated at the following annual rates as a percentage of each
Fund's average daily net asset value:

<Table>
<Caption>
FUND ANNUAL RATE
---- -----------

Janus Contrarian Fund............................. 0.64%
Janus Mercury Fund................................ 0.64%
Janus Mid Cap Value Fund(1)....................... 0.64%
Janus Research Fund............................... 0.64%
Janus Risk-Managed Stock Fund(2).................. 0.50%
Janus Worldwide Fund.............................. 0.60%
</Table>

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

(1) This amount is reduced by the amount payable by Janus Mid Cap Value Fund to
Perkins, the subadviser to Janus Mid Cap Value Fund, pursuant to a
Sub-Advisory Agreement between JCM and Perkins. Under this Sub-Advisory
Agreement, Janus Mid Cap Value Fund pays Perkins a fee

equal to 50% of the advisory fee payable by the Fund to JCM (net of any
reimbursements of expenses incurred or fees waived by JCM). For the fiscal
year ended October 31, 2004, the Fund paid Perkins a subadvisory fee at the
annual rate of 0.32% of the Fund's average daily net assets.

(2) JCM, and not Janus Risk-Managed Stock Fund, pays INTECH a fee for its
services provided pursuant to a Sub-Advisory Agreement between JCM, on
behalf of the Fund, and INTECH, at an annual rate of 0.26% of the Fund's
average daily net assets.

Through March 1, 2006 for Janus Research Fund, JCM has agreed by contract
to waive its advisory fee payable by the Fund in an amount equal to the amount,
if any, that such Fund's normal operating expenses in any fiscal year (including
the investment advisory fee, but excluding any brokerage commissions, interest,
taxes, and extraordinary expenses) exceed 1.25% of the Fund's average daily net
asset value.

<Table>
<Caption>
ADVISORY FEES WAIVERS
($) (000'S) ($) (000'S)
------------- -----------

Janus Contrarian Fund................... 16,155 n/a
Janus Mercury Fund...................... 32,393 n/a
Janus Mid Cap Value Fund................ 16,992 501
Janus Research Fund..................... 22 22(1)
Janus Risk-Managed Stock Fund........... 764 488(2)
Janus Worldwide Fund.................... 58,977 n/a
</Table>

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

(1) In addition to waiving all of its advisory fee, JCM also reimbursed the Fund
for other expenses that exceeded its expense limit.

(2) JCM voluntarily waived the Fund's management fee through June 25, 2004.

The following table summarizes the pro forma advisory fees based on the net
assets of each Fund as of its fiscal year end that would have been paid by the
Funds to JCM under the Proposed New Advisory Agreements before any waivers and
the amounts that would have been waived, including any applicable advisory fee
waivers, for the last fiscal year of each Fund (October 31, 2004). This
information assumes that the performance adjustment (as described below) would
have been in effect during the fiscal year and that it would have been
calculated over a full 36 month performance period. The last column indicates
the percentage increase or decrease of the fee that JCM would have received (net
of any waivers) had the proposed performance-fee arrangement been in effect
during the period. This

information is not available for Janus Research Fund because the Fund had not
commenced operations as of October 31, 2004.

<Table>
<Caption>
PRO FORMA
NET ASSETS ADVISORY FEES WAIVERS % INCREASE OR
FUND ($)(000'S) ($)(000'S) ($)(000'S) DECREASE
---- ---------- ------------- ---------- -------------

Janus Contrarian Fund.... 2,383,959 17,365 n/a 7.49%
Janus Mercury Fund....... 4,471,514 32,195 n/a (0.61)%
Janus Mid Cap Value
Fund................... 3,443,325 17,742 n/a 4.41%
Janus Risk-Managed Stock
Fund................... 181,903 788 488(1) 3.15%
Janus Worldwide Fund..... 7,074,321 50,577 n/a (14.24)%
</Table>

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

(1) JCM voluntarily waived the Fund's management fee through June 25, 2004.

DESCRIPTION OF THE PROPOSED NEW ADVISORY AGREEMENTS

Except for the proposed change in fee structure discussed below and the
changes discussed under Proposal 3.a. above that apply to Janus Contrarian Fund,
Janus Mercury Fund, Janus Research Fund, and Janus Worldwide Fund, the terms of
the Current Advisory Agreements and the Proposed New Advisory Agreements are
substantially similar, except for the effective dates and the renewal dates. It
is anticipated that the same services will be provided under the Proposed New
Advisory Agreements as are provided under the Current Advisory Agreements.

The proposed investment advisory fee rate to be paid to JCM by each Fund
will consist of two components: (1) a base management fee equal to a specified
annual fixed rate fee applied against the Fund's average daily net assets
calculated over the previous month for which the base fee is paid ("Base Fee"),
plus or minus (2) a performance fee adjustment ("Performance Adjustment") of up
to 0.15% applied against the Fund's average daily net assets calculated over a
rolling 36 month period, except that (i) no Performance Adjustment will be made
until a Proposed New Advisory Agreement has been in effect for at least 12
months and (ii) when a Proposed New Advisory Agreement has been in effect for at
least 12 months, but less than 36 months, the measurement period will be equal
to the time that has elapsed since the Proposed New Advisory Agreement took
effect.

For each Fund, the Base Fee is the same as the annual fixed rate fee paid
to JCM by the Fund under its Current Advisory Agreement. The Performance
Adjustment is calculated monthly and may result in an increase or decrease in
the investment advisory fee rate paid by a Fund depending upon the Fund's
performance relative to its primary benchmark over the performance measuring
period. For purposes of computing the Base Fee and the Performance Adjustment,
net assets are averaged over different periods (average daily net assets for the
Base Fee versus

average net assets over the performance measuring period for the Performance
Adjustment).

For purposes of calculating the Performance Adjustment for a Fund with
multiple share classes, the investment performance of the Fund's Investor Shares
for the measuring period will be used. For such Funds, after JCM determines
whether a particular Fund's performance was above or below that Fund's benchmark
index by comparing the investment performance of the Fund's Investor Shares
against the investment record of that Fund's benchmark index, JCM will apply the
same Performance Adjustment (positive or negative) across all share classes of
that Fund. The Trustees may determine that a class of shares of a Fund other
than Investor Shares is the most appropriate for use in calculating the
Performance Adjustment. If a different class of shares is substituted in
calculating the Performance Adjustment, the use of that successor class of
shares for purposes of calculating the Performance Adjustment may apply to the
entire performance period so long as such successor class was outstanding at the
beginning of such period. In the event that such successor class of shares was
not outstanding for all or a portion of the performance measuring period, it may
only be used in calculating that portion of the Performance Adjustment
attributable to the period during which such successor class was outstanding and
any prior portion of the performance measuring period shall be calculated using
the class of shares previously designated. Any change to the class of shares
used to calculate the Performance Adjustment is subject to applicable law.

The Trustees may from time to time determine that another securities index
is a more appropriate benchmark than a particular Fund's benchmark index, as
identified below for each Fund, for purposes of evaluating the performance of
that Fund. In such event, the Trustees will substitute a successor index for the
Fund's benchmark index. However, the calculation of the Performance Adjustment
for any portion of the performance period prior to the adoption of the successor
index will still be based upon the Fund's performance compared to its former
benchmark index. Any change to a particular Fund's benchmark for purposes of
calculating the Performance Adjustment is subject to applicable law.

If approved by shareholders of the applicable Fund, the Proposed New
Advisory Agreement and new fee schedule for that Fund are expected to become
effective on January 1, 2006. For the first 12 months after the effective date,
only the Fund's Base Fee rate will apply. Beginning 12 months after the
effective date, the Performance Adjustment will go into effect based upon the
performance period commencing on the effective date. When a Proposed New
Advisory Agreement has been in effect for at least 12 months, but less than 36
months, the performance measurement period will be equal to the time that has
elapsed since the Proposed New Advisory Agreement took effect. Once a Fund has
36 months of performance

history from the effective date, the Performance Adjustment will be calculated
using a rolling 36 month period.

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

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

Janus Contrarian Fund...... S&P 500 Index* 0.64%
Janus Mercury Fund......... Russell 1000 Growth Index** 0.64%
Janus Mid Cap Value Fund... Russell Midcap Value Index*** 0.64%+
Janus Research Fund........ Russell 1000 Index**** 0.64%
Janus Risk-Managed Stock
Fund..................... S&P 500 Index* 0.50%++
Janus Worldwide Fund....... MSCI World Index***** 0.60%
</Table>

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

* The Standard & Poor's ("S&P") 500 Index is Standard & Poor's composite
index of 500 stocks, a widely recognized, unmanaged index of common stock
prices.

** The Russell 1000 Growth Index measures the performance of those Russell
1000 companies with higher price-to-book ratios and higher forecasted
growth values.

*** The Russell Midcap Value Index measures the performance of those Russell
Midcap companies with lower price-to-book ratios and lower forecasted
growth rates.

**** The Russell 1000 Index measures the performance of the 1,000 largest
companies in the Russell 3000 Index.

***** The MSCI World Index is a market capitalization weighted index composed
of companies representative of the market structure of 23 Developed
Market countries in North America, Europe and the Asia/Pacific Region.

+ This amount is reduced by the amount payable by Janus Mid Cap Value Fund
to Perkins, the subadviser to Janus Mid Cap Value Fund, pursuant to a
Subadvisory Agreement between JCM and Perkins. Under this Subadvisory
Agreement, Janus Mid Cap Value Fund pays Perkins a fee equal to 50% of
the advisory fee payable by the Fund to JCM (net of any reimbursements of
expenses incurred or fees waived by JCM). For the fiscal year ended
October 31, 2004, the Fund paid Perkins a subadvisory fee at the annual
rate of 0.32% of the Fund's average daily net assets.

++ JCM, and not Janus Risk-Managed Stock Fund, pays INTECH a fee for its
services provided pursuant to a Subadvisory Agreement between JCM, on
behalf of the Fund, and INTECH, at an annual rate of 0.26% of the Fund's
average daily net assets.

For purposes of calculating the performance adjustment for a Fund, if the
difference between the investment performance of the Fund and the investment
record of the Fund's primary benchmark index is 0.50% or greater during any
measurement period, the Base Fee will be subject to an upward or downward
performance adjustment. The performance adjustment is made in specific
increments for every 0.50% difference that is 0.50% or greater in the investment
performance of the Fund compared to the investment record of the Fund's primary
benchmark index. During any measuring period, the maximum annual rate of the
investment advisory fee is +0.15% of the Base Fee and the minimum annual rate of

the investment advisory fee is -0.15% of the Base Fee. The following tables show
the annualized investment advisory fee rate payable by each Fund if the Fund
outperforms or underperforms its primary benchmark index at the levels shown in
the tables.

JANUS CONTRARIAN FUND

<Table>

Fund Outperforms its
Benchmark By
(%):............... 0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5
Management Fee
(%):*.............. 0.6400 0.6507 0.6614 0.6721 0.6829 0.6936 0.7043 0.7150
</Table>

<Table>

Fund Outperforms its
Benchmark By (%):.. 4.0 4.5 5.0 5.5 6.0 6.5 7.0
Management Fee
(%):*.............. 0.7257 0.7364 0.7471 0.7579 0.7686 0.7793 0.7900
</Table>

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

* Rounded to the nearest thousandth percent. The performance adjustment is made
in 0.0107143% increments for every 0.50% difference that is 0.50% or greater
in the investment performance of the Fund compared to the investment record of
the S&P 500 Index.

<Table>

Fund Underperforms
its Benchmark By
(%):............... 0.0 -0.5 -1.0 -1.5 -2.0 -2.5 -3.0 -3.5
Management Fee
(%):*.............. 0.6400 0.6293 0.6186 0.6079 0.5971 0.5864 0.5757 0.5650
</Table>

<Table>

Fund Underperforms
its Benchmark By
(%):............... -4.0 -4.5 -5.0 -5.5 -6.0 -6.5 -7.0
Management Fee
(%):*.............. 0.5543 0.5436 0.5329 0.5221 0.5114 0.5007 0.4900
</Table>

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

JANUS MERCURY FUND

<Table>

Fund Outperforms its Benchmark By (%):....... 0.0 0.5 1.0 1.5 2.0 2.5
Management Fee (%):*......................... 0.64 0.655 0.67 0.685 0.70 0.715
</Table>

<Table>

Fund Outperforms its Benchmark By (%):........ 3.0 3.5 4.0 4.5 5.0
Management Fee (%):*.......................... 0.73 0.745 0.76 0.775 0.79
</Table>

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

* The performance adjustment is made in 0.015% increments for every 0.50%
difference that is 0.50% or greater in the investment performance of Fund
compared to the investment record of the Russell 1000 Growth Index.

<Table>

Fund Underperforms its Benchmark By (%):... 0.0 -0.5 -1.0 -1.5 -2.0 -2.5
Management Fee (%):*....................... 0.64 0.625 0.610 0.595 0.580 0.565
</Table>

<Table>

Fund Underperforms its Benchmark By (%):... -3.0 -3.5 -4.0 -4.5 -5.0
Management Fee (%):*....................... 0.550 0.535 0.520 0.505 0.490
</Table>

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

JANUS MID CAP VALUE FUND

<Table>

Fund Outperforms its Benchmark By (%):....... 0.0 0.5 1.0 1.5 2.0
Management Fee (%):*......................... 0.6400 0.6588 0.6775 0.6963 0.7150
</Table>

<Table>

Fund Outperforms its Benchmark By (%):....... 2.5 3.0 3.5 4.0
Management Fee (%):*......................... 0.7338 0.7525 0.7713 0.7900
</Table>

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

* Rounded to the nearest thousandth percent. The performance adjustment is made
in 0.01875% increments for every 0.50% difference that is 0.50% or greater in
the investment performance of Investor Shares compared to the investment
record of the Russell Midcap Value Index.

<Table>

Fund Underperforms its Benchmark By (%):..... 0.0 -0.5 -1.0 -1.5 -2.0
Management Fee (%):*......................... 0.6400 0.6213 0.6025 0.5838 0.5650
</Table>

<Table>

Fund Underperforms its Benchmark By (%):..... -2.5 -3.0 -3.5 -4.0
Management Fee (%):*......................... 0.5463 0.5275 0.5088 0.4900
</Table>

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

Under the terms of the current subadvisory agreement between JCM, on behalf
of Janus Mid Cap Value Fund, and Perkins, Janus Mid Cap Value Fund pays Perkins
a fee equal to 50% of the advisory fee paid to JCM by the Fund (and JCM's fee is
thereby reduced by 50% to account for the fee paid to directly Perkins). This
means that pursuant to the terms of the Proposed New Advisory Agreement, the
rate of subadvisory fee that Perkins receives from Janus Mid Cap Value Fund will
adjust up or down in line with the rate of fee paid by the Fund to JCM based on
the Fund's performance relative to the Russell Midcap Value Index. If
shareholders of Janus Mid Cap Value Fund do not approve the Proposed New
Advisory Agreement for the Fund, Perkins will continue to receive a subadvisory
fee from the Fund that is equal to 50% of the advisory fee paid by the Fund to
JCM under the Current Advisory Agreement (and JCM's advisory fee is thereby
reduced by 50%), currently 0.32% of Janus Mid Cap Value Fund's average daily net
assets.

JANUS RESEARCH FUND

<Table>

Fund Outperforms its
Benchmark By (%):......... 0.0 0.5 1.0 1.5 2.0 2.5 3.0
Management Fee (%):*........ 0.6400 0.6525 0.6650 0.6775 0.6900 0.7025 0.7150
</Table>

<Table>

Fund Outperforms its
Benchmark By (%):......... 3.5 4.0 4.5 5.0 5.5 6.0
Management Fee (%):*........ 0.7275 0.7400 0.7525 0.7650 0.7775 0.7900
</Table>

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

* The performance adjustment is made in 0.0125% increments for every 0.50%
difference that is 0.50% or greater in the investment performance of Research
Fund compared to the investment record of the Russell 1000 Index.

<Table>

Fund Underperforms its
Benchmark By (%):......... 0.0 -0.5 -1.0 -1.5 -2.0 -2.5 -3.0
Management Fee (%):*........ 0.6400 0.6275 0.6150 0.6025 0.5900 0.5775 0.5650
</Table>

<Table>

Fund Underperforms its
Benchmark By (%):......... -3.5 -4.0 -4.5 -5.0 -5.5 -6.0
Management Fee (%):*........ 0.5525 0.5400 0.5275 0.5150 0.5025 0.4900
</Table>

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

JANUS RISK-MANAGED STOCK FUND

<Table>

Fund Outperforms its Benchmark By (%):....... 0.0 0.5 1.0 1.5 2.0
Management Fee (%):*......................... 0.5000 0.5188 0.5375 0.5563 0.5750
</Table>

<Table>

Fund Outperforms its Benchmark By (%):....... 2.5 3.0 3.5 4.0
Management Fee (%):*......................... 0.5938 0.6125 0.6313 0.6500
</Table>

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

* Rounded to the nearest thousandth percent. The performance adjustment is made
in 0.01875% increments for every 0.50% difference that is 0.50% or greater in
the investment performance of the Fund compared to the investment record of
the S&P 500 Index.

<Table>

Fund Underperforms its Benchmark By (%):..... 0.0 -0.5 -1.0 -1.5 -2.0
Management Fee (%):*......................... 0.5000 0.4813 0.4625 0.4438 0.4250
</Table>

<Table>

Fund Underperforms its Benchmark By (%):..... -2.5 -3.0 -3.5 -4.0
Management Fee (%):*......................... 0.4063 0.3875 0.3688 0.3500
</Table>

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

* Rounded to the nearest thousandth percent. The performance adjustment is made
in 0.01875% increments for every 0.50% difference that is 0.50% or greater in
the investment performance of the Fund compared to the investment record of
the S&P 500 Index.

JANUS WORLDWIDE FUND

<Table>

Fund Outperforms its
Benchmark By (%):......... 0.0 0.5 1.0 1.5 2.0 2.5 3.0
Management Fee (%):*........ 0.6000 0.6125 0.6250 0.6375 0.6500 0.6625 0.6750
</Table>

<Table>

Fund Outperforms its
Benchmark By (%):......... 3.5 4.0 4.5 5.0 5.5 6.0
Management Fee (%):*........ 0.6875 0.7000 0.7125 0.7250 0.7375 0.7500
</Table>

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

* The performance adjustment is made in 0.0125% increments for every 0.50%
difference that is 0.50% or greater in the investment performance of the Fund
compared to the investment record of the MSCI World Index.

<Table>

Fund Underperforms its
Benchmark By (%):......... 0.0 -0.5 -1.0 -1.5 -2.0 -2.5 -3.0
Management Fee (%):*........ 0.6000 0.5875 0.5750 0.5625 0.5500 0.5375 0.5250
</Table>

<Table>

Fund Underperforms its
Benchmark By (%):......... -3.5 -4.0 -4.5 -5.0 -5.5 -6.0
Management Fee (%):*........ 0.5125 0.5000 0.4875 0.4750 0.4625 0.4500
</Table>

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

COMPARISON OF CURRENT FEES AND EXPENSES WITH PRO FORMA FEES AND EXPENSES

The following table describes the shareholder fees and annual fund
operating expenses that you may pay under the current fee structure and proposed
performance-fee structure if you buy and hold shares of the Funds. Current
expense information shown for Janus Research Fund reflects estimated annualized
expenses the Fund expects to incur during its initial fiscal year. No
information is available for Janus Research Fund under the proposed fee
structure as this Fund had not commenced operations as of the end of the Trust's
most recent fiscal year. For all other Funds, the fees and expenses shown were
determined based upon net assets as of the fiscal year ended October 31, 2004,
restated to reflect reductions in the Funds' management fees, where applicable,
effective July 1, 2004. All expenses are shown without the effect of expense
offset arrangements.

Shareholder fees are those paid directly from your investment and may
include sales loads, redemption fees or exchange fees. The Funds are no-load
investments, so you will generally not pay any shareholder fees when you buy or
sell shares of the Funds. However, if you sell shares of Janus Risk-Managed
Stock Fund or Janus Worldwide Fund that you have held for three months or less,
you may pay a redemption fee.

Annual fund operating expenses are paid out of a Fund's assets and include
fees for portfolio management, maintenance of shareholder accounts, shareholder
servicing, accounting and other services. You do not pay these fees directly
but, as the examples show, these costs are borne indirectly by all shareholders.

SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)

ALL FUNDS (CURRENT AND PROPOSED STRUCTURE)

<Table>

Maximum Sales Charge (Load) Imposed On Purchases....... None
Redemption Fee on Shares of Janus Risk-Managed Stock
Fund and Janus Worldwide Fund held for three months
or less (as a % of amount redeemed).................. 2.00%(1)
Exchange Fee........................................... None(2)
</Table>

ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)

<Table>
<Caption>
TOTAL ANNUAL NET ANNUAL
MANAGEMENT OTHER FUND OPERATING EXPENSE FUND OPERATING
FEE EXPENSES EXPENSES WAIVER EXPENSES
---------- -------- -------------- ------- --------------

Janus Contrarian Fund
Current............. 0.64% 0.33% 0.97% N/A 0.97%
Proposed............ 0.70% 0.33% 1.03% N/A 1.03%
Janus Mercury Fund
Current............. 0.64% 0.32% 0.96% N/A 0.96%
Proposed............ 0.64% 0.32% 0.96% N/A 0.96%
Janus Mid Cap Value
Fund
-- Investor Shares
Current............. 0.64% 0.30%(3) 0.94% N/A 0.94%
Proposed............ 0.67% 0.30%(3) 0.97% N/A 0.97%
-- Institutional
Shares(4)
Current............. 0.64% 0.26% 0.90% 0.13% 0.77%
Proposed............ 0.67% 0.26% 0.93% 0.16% 0.77%
Janus Research Fund
Current............. 0.64% 0.83%(5) 1.47%(6) 0.22% 1.25%
Proposed............ N/A N/A N/A N/A N/A
Janus Risk-Managed
Stock Fund
Current............. 0.50%(7) 0.48%(3) 0.98% N/A 0.98%
Proposed............ 0.61% 0.48% 1.09% N/A 1.09%
Janus Worldwide Fund
Current............. 0.60% 0.28% 0.88% N/A 0.88%
Proposed............ 0.55% 0.28% 0.83% N/A 0.83%
</Table>

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

(1) The redemption fee may be waived in certain circumstances.

(2) An exchange of Janus Risk-Managed Stock Fund or Janus Worldwide Fund shares
held for three months or less may be subject to the Funds' 2% redemption
fee.

(3) Included in Other Expenses is an administrative services fee of 0.05% of the
average daily net assets of the Fund to compensate JCM for providing certain
administrative services including, but not limited to, recordkeeping and
registration functions.

(4) All expenses are stated both with and without contractual expense waivers by
Janus Services LLC. Janus Services LLC has contractually agreed to waive the
transfer agency fees applicable to the Fund's Institutional Shares to the
level indicated until March 1, 2007.

(5) Since the Fund had not commenced operations as of October 31, 2004, Other
Expenses are based on the estimated expenses that the Fund expects to incur
in its initial fiscal year.

(6) Annual Fund Operating Expenses are stated both with and without contractual
expense waivers by JCM. JCM has contractually agreed to waive the Fund's
total operating expenses (excluding brokerage commissions, interest, taxes
and extraordinary expenses) to 1.25% of the Fund's average daily net assets
until at least March 1, 2006. The expense waivers shown reflect the
application of such limit.

(7) Janus Capital's voluntary waiver of the Fund's management fee terminated
June 25, 2004.

EXAMPLES:

THE FOLLOWING EXAMPLES ARE BASED ON EXPENSES WITHOUT WAIVERS AS SHOWN IN
THE TABLE ABOVE. These examples are intended to help you compare the cost of
investing in the Funds under both the current fee structure and the proposed fee
structure with the cost of investing in other mutual funds. The examples assume
that you invest $10,000 in each of the Funds for the time periods indicated and
then redeem all of your shares at the end of those periods. The examples also
assume that your investment has a 5% return each year and that the Funds'
operating expenses

without waivers remain the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:

<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

Janus Contrarian Fund
Current..................... $99 $309 $536 $1,190
Proposed.................... $105 $328 $569 $1,259
Janus Mercury Fund
Current..................... $98 $306 $531 $1,178
Proposed.................... $98 $306 $531 $1,178
Janus Mid Cap Value Fund
-- Investor Shares
Current..................... $96 $300 $520 $1,155
Proposed.................... $99 $309 $536 $1,190
-- Institutional Shares
Current..................... $92 $287 $498 $1,108
Proposed.................... $95 $296 $515 $1,143
Janus Research Fund
Current..................... $150 $465 N/A N/A
Proposed.................... N/A N/A N/A N/A
Janus Risk-Managed Stock Fund
Current..................... $100 $312 $542 $1,201
Proposed.................... $111 $347 $601 $1,329
Janus Worldwide Fund
Current..................... $90 $281 $488 $1,084
Proposed.................... $85 $265 $460 $1,025
</Table>

BOARD APPROVAL AND RECOMMENDATION

On September 20, 2005, the Board of Trustees, including all of the
Independent Trustees, voted unanimously to approve the Proposed New Advisory
Agreement for each applicable Fund and authorized the submission of each
Proposed New Advisory Agreement to the Fund's shareholders for approval.

For more than a year the Independent Trustees and their independent fee
consultant, in consultation with independent legal counsel to the Independent
Trustees, have been exploring the possibility of modifying the fee structure for
certain of the Funds to provide for a Base Fee for each of those Funds at the
same rate as the current advisory fee rate for that Fund, and a
performance-based adjustment that would increase or decrease the rate of fee
based on whether the

Fund's total return performance exceeds or lags a stated relevant benchmark
index. They also worked with JCM to develop a performance structure that was
acceptable to them and to JCM. In doing so, the Independent Trustees were
seeking to provide a closer alignment of the interests of JCM with those Funds
and their shareholders. They believe that the fee structures proposed for each
of those Funds will achieve that objective.

As described above, the maximum amount by which the actual fee, as
adjusted, can differ from the Base Fee as a result of a Fund's performance is
0.15% of average net assets. Importantly, the performance is computed after
deducting the Fund's operating expenses (including advisory fees), which means
that in order to receive any upward adjustment from the Base Fee JCM must
deliver a total return after expenses that exceeds the return of the benchmark
index that does not incur any expenses.

The Trustees determined that the primary benchmark index specified in each
of the Proposed New Advisory Agreements for purposes of computing the
performance fee adjustments is appropriate for the respective Fund based on a
number of factors, including the fact that the index is broad-based and is
composed of securities of the types in which the Fund may invest. The Trustees
believe that divergence between the Fund's performance and performance of the
index can be attributable to the ability of the portfolio manager in making
investment decisions within the parameters of the Fund's investment objective
and investment policies and restrictions.

The Trustees determined that the class of shares of Janus Mid Cap Value
Fund selected for purposes of calculating the Performance Adjustment as applied
to the Fund is the most appropriate class for use in calculating the Performance
Adjustment. In making that determination, the Trustees considered the fee
structure and expenses paid by each class of shares, any fees paid to or
retained by JCM or its affiliates, as well as the distribution channel for each
class of shares.

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

In addition to considering the performance fee structure reflected in each
Proposed New Advisory Agreement, in approving each of those agreements, the
Trustees followed the process and considered the factors and reached the
conclusions described above under Proposal 3.a -- Board Approval and
Recommendation.

REQUIRED VOTE

Approval of Proposal 3.b. as to each applicable Fund requires a 1940 Act
Majority. Approval of Proposal 3.b. by shareholders of Janus Contrarian Fund is
contingent upon approval of the same proposal for shareholders of Janus Adviser
Contrarian Fund, a series of JAD, with respect to a proposed new advisory
agreement for that fund described in a separate proxy statement. Approval of
Proposal 3.b. by shareholders of Janus Mid Cap Value Fund is contingent upon
approval of the same proposal for shareholders of Janus Adviser Mid Cap Value
Fund, a series of JAD, and Mid Cap Value Portfolio, a series of JAS, with
respect to separate proposed new advisory agreements for those funds described
in separate proxy statements. Approval of Proposal 3.b. by shareholders of Janus
Risk-Managed Stock Fund is contingent upon approval of the same proposal for
shareholders of Janus Adviser Risk-Managed Core Fund, a series of JAD, and
Risk-Managed Core Portfolio, a series of JAS, with respect to separate proposed
new advisory agreements for those funds described in separate proxy statements.
Approval of Proposal 3.b. by shareholders of Janus Worldwide Fund is contingent
upon approval of the same proposal for shareholders of Janus Adviser Worldwide
Fund, a series of JAD, and Worldwide Growth Portfolio, a series of JAS, with
respect to separate proposed new advisory agreements for those funds described
in separate proxy statements.

If shareholders of a Fund do not approve the Proposed New Advisory
Agreement for the Fund, JCM will continue as the Fund's investment adviser under
the terms of the Current Advisory Agreement for that Fund.

THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF EACH APPLICABLE FUND VOTE FOR
APPROVAL OF THE PROPOSED NEW ADVISORY AGREEMENT FOR THEIR FUND.

PROPOSAL 4: APPROVE A NEW SUB-ADVISORY AGREEMENT
BETWEEN JCM, ON BEHALF OF JANUS RISK-MANAGED STOCK FUND, AND INTECH
THAT WOULD INTRODUCE A PERFORMANCE INCENTIVE SUBADVISORY FEE STRUCTURE

This Proposal 4 applies to Janus Risk-Managed Stock Fund only.

INTRODUCTION

On September 20, 2005, as described in Proposal 3.b. above, the Board of
Trustees approved the Proposed New Advisory Agreement for shareholders of Janus
Risk-Managed Stock Fund that changes the annual fee rate for advisory fees paid
to

JCM by the Fund pursuant to its Current Advisory Agreement from a fixed-rate fee
to one that adjusts upward or downward based upon the performance of the Fund
relative to its benchmark, the S&P 500(R) Index.

In addition, the Board of Trustees approved a new Sub-Advisory Agreement
("Proposed New Sub-Advisory Agreement") between JCM, on behalf of the Fund, and
INTECH, related to subadvisory services provided for the Fund that similarly
changes the annual fee rate for subadvisory fees paid by JCM to INTECH pursuant
to its current Sub-Advisory Agreement ("Current Sub-Advisory Agreement") from a
fixed-rate fee to one that adjusts upward or downward based upon the performance
of the Fund relative to its benchmark. Such change in fee structure requires
shareholder approval. The Board of Trustees authorized the submission of the
Proposed New Sub-Advisory Agreement to shareholders of the Fund for their
approval.

A Copy of the Proposed New Sub-Advisory Agreement is attached as Exhibit J
to this Proxy Statement.

The proposal to replace the Current Sub-Advisory Agreement with the
Proposed New Sub-Advisory Agreement and institute the proposed performance-
based subadvisory fee is designed to more closely align INTECH's interests with
those of the Fund's shareholders. The subadvisory fee JCM pays to INTECH would
decrease when the Fund is not performing well relative to its benchmark and
would increase during periods when the Fund outperforms its benchmark. In
addition, JCM believes that the proposed advisory fee structure would enable
INTECH to maintain the quality of services it provides to the Fund as well as
attract and retain talented investment personnel. THE FUND DOES NOT PAY ANY FEE
TO INTECH; THE SUBADVISORY FEE IS PAID SOLELY BY JCM.

INTECH AS SUBADVISER

INTECH currently serves as a subadviser to the Fund pursuant to the Current
Sub-Advisory Agreement. INTECH is a direct subsidiary of JCG. JCG owns
approximately 77.5% of the outstanding voting shares of INTECH. JCG also owns
approximately 95% of JCM. The principal executive officers and directors of
INTECH, located at 2401 PGA Boulevard, Suite 100, Palm Beach Gardens, Florida
33410, and their principal occupations are included in Exhibit K.

INTECH has served as an investment adviser since and currently
serves as subadviser to five Janus Funds as of September 1, 2005. INTECH also
provides separate account advisory services for institutional accounts. As of
, 2005, INTECH had $ in assets under management. INTECH
currently serves as a subadviser to several other funds with similar investment
objectives as the funds. The objective, net asset size as of June 30, 2005, and
annual

rate of compensation paid by JCM to INTECH, as a percentage of each Fund's
average daily net assets, is shown in the table below.

<Table>
<Caption>
ANNUAL RATE OF FEE WAIVERS OR
FUND OBJECTIVE NET ASSET SIZE COMPENSATION REDUCTIONS
---- --------- -------------- -------------- --------------

Janus Adviser Risk-
Managed Core
Fund............... 0.26% None
Risk-Managed Core
Portfolio.......... 0.26% None
</Table>

DESCRIPTION OF THE CURRENT SUB-ADVISORY AGREEMENT

Under the Current Sub-Advisory Agreement, JCM has delegated to INTECH
certain investment management services. JCM maintains a supervisory role with
respect to its delegation of investment management services to INTECH. INTECH is
responsible for the day-to-day management of the Fund and determines the
purchase and sale of securities held by the Fund, subject to the Trust's Trust
Instrument, Amended and Restated Bylaws, the investment objectives, policies and
restrictions set forth in the Fund's registration statement, the provisions of
the 1940 Act and the Internal Revenue Code of 1986, as amended, and such
policies and instructions as the Trustees may determine.

INTECH pays the salaries, fees and expenses of its investment personnel. In
connection with JCM's delegation of investment management services to INTECH,
INTECH: (i) manages the investment operations of the Fund's portfolio; (ii)
furnishes information to JCM or the Trust as reasonably required to keep JCM,
the Board of Trustees and appropriate officers of the Trust fully informed as to
the condition of the portfolio of the Fund; (iii) maintains all books and
records related to the Fund required to be maintained pursuant to the 1940 Act
and the Investment Advisers Act of 1940, as amended; (iv) submits reports to JCM
relating to the valuation of the Fund's assets; (v) exercises voting rights,
subscription rights, rights to consent to corporate action and any other rights
pertaining to the Fund's assets that may be exercised; (vi) provides the
Trustees and JCM with economic, operational and investment data and reports; and
(vii) provides JCM with information for regulatory filings. JCM provides certain
administrative and other services and is responsible for the other business
affairs of the Fund.

Pursuant to its Current Sub-Advisory Agreement, JCM pays INTECH for its
services a subadvisory fee which is calculated daily and paid monthly at the
annual rate of 0.26% of the Fund's average daily net asset value. For the fiscal
year ended October 31, 2004. JCM paid INTECH $336,747 in subadvisory fees.

At a meeting of the Trustees held on June 15, 2005, the Trustees, including
all of the Independent Trustees, approved the continuation of the Current
Sub-Advisory Agreement for the Fund. The Current Sub-Advisory Agreement

continues in effect until July 1, 2006 and thereafter from year to year so long
as such continuance is approved at least annually by a majority of the
Independent Trustees, and by either a majority of the outstanding voting
securities of the Fund or the Trustees of the Fund. The Current Sub-Advisory
Agreement was submitted to the vote of the Fund's initial shareholder on
February 28, 2003 in connection with the commencement of the Fund's operations.

The Current Sub-Advisory Agreement: (i) may be terminated without the
payment of any penalty, by the Trustees of the Trust, or by the shareholders of
the Fund acting by vote of at least a majority of its outstanding voting
securities on 60 days' advance written notice; (ii) terminates automatically in
the event of its assignment; (iii) may be terminated by JCM or INTECH at any
time, without penalty by giving 60 days' advance written notice of termination
to the other party; (iv) by JCM or the Trust without advance notice if INTECH
becomes unable to discharge its duties and obligations under the Current
Sub-Advisory Agreement; (v) terminates, without penalty, upon termination of the
Current Advisory Agreement between JCM and the Fund; and (vi) generally, may not
be amended without the approval by vote of a majority of the Trustees of the
Fund, including a majority of the Independent Trustees and, to the extent
required by the 1940 Act, the vote of a majority of the outstanding voting
securities of the Fund.

The following table summarizes the pro forma advisory fees based on the net
assets of the Fund that would have been paid by JCM to INTECH under the Proposed
New Sub-Advisory Agreement for the fiscal year ended October 31, 2004. This
information assumes that the performance adjustment (as described below) would
have been in effect during the fiscal year and that it would have been
calculated over a full 36 month performance period. The last column indicates
the percentage increase or decrease of the fee that INTECH would have received
had the proposed performance-fee arrangement been in effect during the period.

<Table>
<Caption>
PRO FORMA
NET ASSETS ADVISORY FEES % INCREASE OR
($)(000'S) ($)(000'S) DECREASE
---------- ------------- -------------

$181,903 $348,759 3.57%
</Table>

DESCRIPTION OF THE PROPOSED NEW SUB-ADVISORY AGREEMENT

Except for the performance adjustments described below, the terms of the
Current Sub-Advisory Agreement and the Proposed New Sub-Advisory Agreement are
substantially similar, except for the effective dates and the renewal dates. It
is anticipated that the same services will be provided under the Proposed New
Sub-Advisory Agreement as are provided under the Current Sub-Advisory Agreement.

The proposed investment subadvisory fee rate to be paid by JCM to INTECH
will consist of two components: (i) a base management fee equal to 0.26% of the

Fund's average daily net assets calculated over the previous month for which the
base fee is paid ("Base Fee"), plus or minus (ii) half of any performance fee
adjustment paid to JCM by the Fund ("Performance Adjustment") pursuant to the
Proposed New Advisory Agreement between JCM and the Trust, on behalf of the
Fund. No Performance Adjustment will be paid to INTECH until the Proposed New
Sub-Advisory Agreement has been in effect for at least 12 months.

The Base Fee is the same as the annual fixed-rate fee paid by JCM to INTECH
under its Current Sub-Advisory Agreement. The Performance Adjustment is
calculated monthly and may result in an increase or decrease in the sub-
advisory fee rate paid by JCM to INTECH depending upon the investment
performance of the Fund relative to the S&P 500(R) Index over the performance
measuring period. For purposes of computing the Base Fee and the Performance
Adjustment, net assets are averaged over different periods (average daily net
assets for the Base Fee versus average net assets over the performance measuring
period for the Performance Adjustment).

If approved by shareholders of the Fund, the Proposed New Sub-Advisory
Agreement for the Fund and new fee schedule is expected to become effective on
January 1, 2006. For the first 12 months after inception of the new fee
schedule, only the Base Fee rate will apply. Beginning 12 months after the
effective date, the Performance Adjustment will go into effect based upon the
performance period commencing on the effective date. When the Proposed New
Sub-Advisory Agreement has been in effect for at least 12 months, but less than
36 months, the performance measurement period will be equal to the time that has
elapsed since the Proposed New Sub-Advisory Agreement took effect. Once the Fund
has 36 months of performance history from January 1, 2006, the Performance
Adjustment will be calculated using a rolling 36 month period. During any
measuring period, the maximum annual rate of the subadvisory fee is 0.335% and
the minimum annual rate of the subadvisory fee is 0.185%.

BOARD APPROVAL AND RECOMMENDATION

On September 20, 2005, the Board of Trustees, including all of the
Independent Trustees, voted unanimously to approve the Proposed New Sub-Advisory
Agreement for Janus Risk-Managed Stock Fund and authorized the submission of the
Proposed New Sub-Advisory Agreement to the Fund's shareholders for approval.

The Trustees determined that, if the fees paid by the Fund to JCM are to be
performance-based, the fees paid by JCM to INTECH should be determined under a
corresponding performance-based fee structure. In approving the proposed
performance fee structure for the Proposed New Sub-Advisory Agreement between
JCM, on behalf of the Fund, and INTECH, the Trustees considered the factors and

reached the conclusions described above under Proposal 3.b -- Board Approval and
Recommendation.

In addition, in approving the Proposed New Sub-Advisory Agreement, the
Trustees followed the process and considered the factors and reached the
conclusions described above under Proposal 3.a -- Board Approval and
Recommendation.

REQUIRED VOTE

Approval of Proposal 4 requires a 1940 Act Majority of the Fund with all
classes voting together. Approval of Proposal 4 is contingent upon approval of
the Proposed New Advisory Agreement by shareholders of Janus Risk-Managed Stock
Fund as described in Proposal 3.b. above. If shareholders of the Fund do not
approve the Proposed New Sub-Advisory Agreement, INTECH will continue as the
Fund's subadviser under the terms of the Current Sub-Advisory Agreement. If
approved, the Proposed New Sub-Advisory Agreement will become effective on
January 1, 2006.

THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE FOR APPROVAL OF THE
PROPOSED NEW SUB-ADVISORY AGREEMENT.

FUND SERVICE PROVIDERS

WHO SERVES AS MY FUND'S TRANSFER AGENT?

Janus Services, a wholly-owned subsidiary of JCM, located at 151 Detroit
Street, Denver, Colorado 80206, serves as each Fund's transfer agent pursuant to
a Transfer Agency Agreement between Janus Services and the Trust. Pursuant to
the Transfer Agency Agreement, each class of each Fund reimburses Janus Services
for out-of-pocket expenses incurred by Janus Services in connection with
services rendered. In addition, for services provided, including, but not
limited to, establishing and maintaining shareholder accounts, recording
ownership of shares on the Trust's books, mailing shareholder reports, recording
reinvestments of dividends and distributions, and coordinating with banks,
broker-dealers and other financial intermediaries who represent Fund
shareholders, Janus Services receives from each Fund an asset-weighted average
annual fee based on the proportion of each Fund's net assets sold directly and
the proportion of each Fund's net assets sold through financial intermediaries.
The applicable annual fee rates are 0.16% of the daily closing net asset value
of portfolio assets sold directly to shareholders and 0.21% of the daily closing
net asset value of portfolio assets sold through financial intermediaries. In
addition, each non-money market Fund (except Janus Mid Cap Value
Fund - Institutional Shares, Janus Small Cap Value Fund, Janus Twenty Fund, and
Janus Venture Fund, each closed to new investors) pays a monthly fee

calculated at an annual rate of $4.00 per open shareholder account. Janus
Services has contractually agreed to waive until at least March 1, 2007, the fee
it receives from Janus Mid Cap Value Fund - Institutional Shares to the extent
that the normal operating expenses paid by that class exceed 0.77%. Janus
Services intends to continue to provide the same services under the Proposed
Amended Advisory Agreements (discussed in Proposal 3.a. above) and the Proposed
New Advisory Agreements (discussed in Proposal 3.b. above).

Fees paid by each Fund to Janus Services for the fiscal year ended October
31, 2004 (semiannual period ended April 30, 2005 for Janus Research Fund and
Janus Triton Fund) are shown in the following table.

<Table>
<Caption>
FUND FEES PAID TO JANUS SERVICES($)
---- ------------------------------

Janus Balanced Fund....................
Janus Contrarian Fund..................
Janus Core Equity Fund.................
Janus Enterprise Fund..................
Janus Federal Tax-Exempt Fund..........
Janus Flexible Bond Fund...............
Janus Fund.............................
Janus Global Life Sciences Fund........
Janus Global Opportunities Fund........
Janus Global Technology Fund...........
Janus Government Money Market Fund.....
Janus Growth and Income Fund...........
Janus High-Yield Fund..................
Janus Institutional Cash Reserves
Fund.................................
Janus Mercury Fund.....................
Janus Mid Cap Value Fund...............
Janus Money Market Fund................
Janus Olympus Fund.....................
Janus Orion Fund.......................
Janus Overseas Fund....................
Janus Research Fund....................
Janus Risk-Managed Stock Fund..........
Janus Short-Term Bond Fund.............
Janus Small Cap Value Fund.............
</Table>

<Table>
<Caption>
FUND FEES PAID TO JANUS SERVICES($)
---- ------------------------------

Janus Tax-Exempt Money Market Fund.....
Janus Triton Fund......................
Janus Twenty Fund......................
Janus Venture Fund.....................
Janus Worldwide Fund...................
</Table>

WHO SERVES AS MY FUND'S DISTRIBUTOR?

Janus Distributors, a wholly-owned subsidiary of JCM, located at 151
Detroit Street, Denver, Colorado 80206, serves as distributor of the Trust
pursuant to a Distribution Agreement between the Trust and Janus Distributors.
Janus Distributors does not receive compensation from the Trust for services
rendered. Janus Distributors intends to continue to provide the same services
under the Proposed Amended Advisory Agreements (discussed in Proposal 3.a.
above) and the Proposed New Advisory Agreements (discussed in Proposal 3.b.
above).

WHO SERVES AS MY FUND'S ADMINISTRATOR?

JCM serves as administrator to the Trust, performing internal accounting,
recordkeeping, blue sky monitoring and registration functions of the Trust. JCM
may be reimbursed by the Trust for certain administrative and clerical functions
it provides to each Fund as well as for reasonable costs it incurs in performing
certain functions. Each of Janus Mid Cap Value Fund, Janus Risk-Managed Stock
Fund, and Janus Small Cap Value Fund compensate JCM for its administrative
services at the annual rate of 0.05% of the average daily net assets of the
respective Fund. JCM retains these fees.

JCM also acts as administrator to each money market Fund pursuant to
separate Administration Agreements between JCM and JIF, on behalf of each such
Fund. Pursuant to such Administration Agreements, separate classes of shares of
each of Janus Government Money Market Fund, Janus Institutional Cash Reserves
Fund, Janus Money Market Fund, and Janus Tax-Exempt Money Market Fund pay JCM an
administrative fee calculated at the annual rate of a class's average daily

net assets as shown in the table below. JCM may use a portion of the
administrative fee shown in the table below to compensate financial
intermediaries.

<Table>
<Caption>
FUND ANNUAL RATE
---- -----------

Government Money Market Fund -- Investor Shares.... 0.50%
Money Market Fund -- Investor Shares............... 0.50%
Tax-Exempt Money Market Fund -- Investor Shares.... 0.50%
Government Money Market Fund -- Institutional
Shares........................................... 0.15%
Institutional Cash Reserves Fund................... 0.15%
Money Market Fund -- Institutional Shares.......... 0.15%
Tax-Exempt Money Market Fund -- Institutional
Shares........................................... 0.15%
Government Money Market Fund -- Service Shares..... 0.40%
Money Market Fund -- Service Shares................ 0.40%
Tax-Exempt Money Market Fund -- Service Shares..... 0.40%
</Table>

JCM has contractually agreed until March 1, 2006, to reduce the
administration fee it receives to (i) the annual rate of 0.05% and 0.30% of the
average daily net assets of Institutional and Service Shares, respectively, of
Janus Government Money Market Fund; (ii) the annual rate of 0.08% of the average
daily net assets of Janus Institutional Cash Reserves Fund; and (iii) the annual
rate of 0.08% and 0.33% of the average daily net assets of Institutional and
Service Shares, respectively, of Janus Money Market Fund and Janus Tax-Exempt
Money Market Fund. JCM anticipates continuing such waivers on a voluntary basis
after March 1, 2006.

JCM intends to continue to provide the same administrative services after
implementation of the Proposed Amended Advisory Agreements (discussed in
Proposal 3.a. above) and the Proposed New Advisory Agreements (discussed in
Proposal 3.b. above). The fees paid to JCM by each Fund for administrative
services, as applicable, including in the aggregate with the current investment

advisory fee paid by each Fund, for the fiscal year ended October 31, 2004, are
shown in the table below.

<Table>
<Caption>
FEES PAID TO JCM
--------------------------
ADMINISTRATIVE AGGREGATE
FUND SERVICE FEES FEES
---- -------------- ---------

Janus Balanced Fund.....................
Janus Contrarian Fund...................
Janus Core Equity Fund..................
Janus Enterprise Fund...................
Janus Federal Tax-Exempt Fund...........
Janus Flexible Bond Fund................
Janus Fund..............................
Janus Global Life Sciences Fund.........
Janus Global Opportunities Fund.........
Janus Global Technology Fund............
Janus Government Money Market Fund......
Janus Growth and Income Fund............
Janus High-Yield Fund...................
Janus Institutional Cash Reserves
Fund..................................
Janus Mercury Fund......................
Janus Mid Cap Value Fund................
Janus Money Market Fund.................
Janus Olympus Fund......................
Janus Orion Fund........................
Janus Overseas Fund.....................
Janus Research Fund.....................
Janus Risk-Managed Stock Fund...........
Janus Short-Term Bond Fund..............
Janus Small Cap Value Fund..............
Janus Tax-Exempt Money Market Fund......
Janus Triton Fund.......................
Janus Twenty Fund.......................
Janus Venture Fund......................
Janus Worldwide Fund....................
</Table>

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

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

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

Pre-approval of non-audit services provided by PWC to the Trust and Fund
Service Providers is not required if: (i) the services were not recognized by
JCM at the time of the engagement as non-audit services; (ii) for non-audit
services provided to the Trust, the aggregate fees paid for all such non-audit
services provided to the Trust are no more than 5% of the total fees paid by the
Trust to the independent auditor during the fiscal year in which the non-audit
services are provided; (iii) for non-audit services provided to Fund Service
Providers, the aggregate fees for all such non-audit services provided are no
more than 5% of the total fees paid by the Trust and Fund Service Providers
during the fiscal year of the Trust in which the non-audit services are
provided; and (iv) such services are promptly brought to the attention of the
Audit Committee by JCM and the Audit

Committee or its delegate approves them prior to the completion of the audit
(the "de minimis exception").

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

Audit Fees. In each of the fiscal years ended October 31, 2004 and October
31, 2003, the aggregate Audit Fees billed by PWC for professional services
rendered for the audits of the financial statements of each Fund, or services
that are normally provided by PWC in connection with statutory and regulatory
filings or engagements for those fiscal years, are shown in the table below.

<Table>
<Caption>
2004(A) 2003(A)
------- -------

$617,250 $646,600
</Table>

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

(A) Aggregate amounts may reflect rounding.

Audit-Related Fees. In each of the fiscal years ended October 31, 2004 and
October 31, 2003, the aggregate Audit-Related Fees billed by PWC for services
rendered for assurance and related services to each Fund that are reasonably
related to the performance of the audit or review of the Funds' financial
statements, but not reported as Audit Fees are shown in the table below.

<Table>
<Caption>
2004(A) 2003(A)(B)
------- ----------

$0 $8,500
</Table>

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

(A) Aggregate amounts may reflect rounding.

(B) Includes amounts related to non-audit services prior to May 6, 2003 that
would have been subject to pre-approval if the SEC rules relating to the
pre-approval of non-audit services had been in effect at that time.

In each of the fiscal years ended October 31, 2004 and October 31, 2003,
the aggregate Audit-Related Fees that were billed by PWC that were required to
be approved by the Audit Committee for services rendered on behalf of Fund
Service Providers for assurance and related services that relate directly to the
operations and financial reporting of the Funds that are reasonably related to
the performance of

the audit or review of the Funds' financial statements, but not reported as
Audit Fees, are shown in the table below.

<Table>
<Caption>
2004(A) 2003(A)(B)
------- ----------

$112,250 $231,395
</Table>

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

(A) Aggregate amounts may reflect rounding.

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

There were no amounts that were approved by the Audit Committee on behalf
of each Fund pursuant to the de minimis exception for the fiscal years ended
October 31, 2004 and October 31, 2003 for the Trust. There were no amounts that
were required to be approved by the Audit Committee pursuant to the de minimis
exception for the fiscal years ended October 31, 2004 and October 31, 2003 for
the Trust, on behalf of the Fund Service Providers that relate directly to the
operations and financial reporting of each Fund.

Tax Fees. In each of the fiscal years ended October 31, 2004 and October
31, 2003, the aggregate Tax Fees billed by PWC for professional services
rendered for tax compliance, tax advice, and tax planning for the Funds are
shown in the table below.

<Table>
<Caption>
2004(A) 2003(A)(B)
------- ----------

$107,267 $112,030
</Table>

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

(A) Aggregate amounts may reflect rounding.

In each of the fiscal years ended October 31, 2004 and October 31, 2003,
the aggregate Tax Fees billed by PWC that were required to be approved by the
Audit Committee for professional services rendered on behalf of the Fund Service

Providers for tax compliance, tax advice, and tax planning that relate directly
to the operations and financial reporting of the Funds is shown in the table
below.

<Table>
<Caption>
2004(A) 2003(A)(B)
------- ----------

$32,860 $32,017
</Table>

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

(A) Aggregate amounts may reflect rounding.

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

There were no amounts that were approved by the Audit Committee pursuant to
the de minimis exception for the fiscal years ended October 31, 2004 and October
31, 2003 for the Trust, on behalf of each Fund. There were no amounts that were
required to be approved by the Audit Committee pursuant to the de minimis
exception for the fiscal years ended October 31, 2004 and October 31, 2003 for
the Trust, on behalf of the Fund Service Providers that relate directly to the
operations and financial reporting of each Fund.

All Other Fees. In each of the fiscal years ended October 31, 2004 and
October 31, 2003, there were no Other Fees billed by PWC for other non-audit
services rendered to the Funds.

In each of the fiscal years ended October 31, 2004 and October 31, 2003,
there were no Other Fees billed by PWC that were required to be approved by the
Audit Committee for other non-audit services rendered on behalf of the Fund
Service Providers that relate directly to the operations and financial reporting
of the Funds.

For the fiscal years ended October 31, 2004 and October 31, 2003, the
aggregate fees billed by PWC of $0 and $119,000, respectively, for non-audit
services rendered on behalf of the Funds, JCM and Fund Service Providers
relating to Covered and Non-Covered Services, are shown in the table below.

<Table>
<Caption>
2004(A) 2003(A)(B)
--------------------------------------- ---------------------------------------
COVERED SERVICES NON-COVERED SERVICES COVERED SERVICES NON-COVERED SERVICES
---------------- -------------------- ---------------- --------------------

$0 $0 $119,000 $0
</Table>

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

(A) Aggregate amounts may reflect rounding.

ADDITIONAL INFORMATION

QUORUM AND VOTING

Each holder of a whole or fractional share shall be entitled to one vote
for each whole or fractional dollar value of net asset value held in such
shareholder's name. The net asset value of each class of each Fund, as
applicable, as of the Record Date, is provided in Exhibit L to this Proxy
Statement.

If you are not the owner of record, but your shares are instead held for
your benefit by a financial intermediary such as a retirement plan service
provider, broker, bank trust department, insurance company or other financial
intermediary, that financial intermediary may request that you instruct it how
to vote the shares you beneficially own. Your financial intermediary will
provide you with additional information.

Thirty percent of the outstanding shares entitled to vote at the Meeting,
for each Proposal, shall be a quorum for the transaction of business at the
Meeting. Any

lesser number is sufficient for adjournments. Quorum with respect to each
proposal is described in greater detail below. In the event that the necessary
quorum to transact business or the vote required to obtain any proposal is not
obtained at the Meeting with respect to one or more Funds, the persons named as
proxies may propose one or more adjournments of the Meeting, in accordance with
applicable law, to permit further solicitation of proxies with respect to that
proposal. Any such adjournment as to a matter will require the affirmative vote
of the holders of a majority of the shares of the applicable Fund present in
person or by proxy at the Meeting. If a quorum is not present, the persons named
as proxies will vote those proxies that they are entitled to vote "FOR" each
item for the proposed adjournment and will vote those proxies required to be
voted "AGAINST" each item against the adjournment.

"Broker non-votes" are shares held by a broker or nominee for which an
executed proxy is received by the Trust, but are not voted as to one or more
proposals because instructions have not been received from beneficial owners or
persons entitled to vote and the broker or nominee does not have discretionary
voting power. For purposes of determining the presence of a quorum for
transacting business at the Meeting, abstentions and "broker non-votes" are
treated as shares that are present, but do not represent votes cast with respect
to a proposal. For purposes of voting on a proposal, abstentions and "broker
non-votes" will not be counted in favor of, but will have no other effect on,
Proposal 1, for which the required vote is a plurality of the votes cast. For
Proposals 2, 3.a., and 3.b., and 4, abstentions and "broker non-votes" have the
same effect as a "no" vote.

PROPOSAL 1: ELECTING TRUSTEES

Shareholders of each Fund will vote together. The presence in person or by
proxy of the holders of record of 30% of the Funds' aggregate total shares
outstanding and entitled to vote constitutes a quorum at the Meeting with
respect to this proposal.

PROPOSAL 2: ELIMINATION OF FUNDAMENTAL POLICY, JANUS FLEXIBLE BOND FUND ONLY

Shareholders of Janus Flexible Bond Fund will vote together. The presence
in person or by proxy of the holders of record of more than 50% of Janus
Flexible Bond Fund's aggregate total shares outstanding and entitled to vote
constitutes a quorum with respect to this proposal.

PROPOSAL 3.A. AND 3.B.: APPROVAL OF AMENDED OR NEW INVESTMENT ADVISORY
AGREEMENT

Shareholders of each Fund (except Janus Mid Cap Value Fund, Janus Risk-
Managed Stock Fund, and Janus Small Cap Value Fund) will vote separately on
60

Proposal 3.a. Shareholders of Janus Contrarian Fund, Janus Mercury Fund, Janus
Mid Cap Value Fund, Janus Research Fund, Janus Risk-Managed Stock Fund, and
Janus Worldwide Fund will vote separately on Proposal 3.b. The presence in
person or by proxy of the holders of record of 30% of each applicable Fund's
shares outstanding and entitled to vote at the Meeting constitutes a quorum with
respect to this proposal.

Approval of Proposal 3.b. by shareholders of Janus Contrarian Fund is
contingent upon approval of the same proposal for shareholders of Janus Adviser
Contrarian Fund, a series of JAD, with respect to a proposed new advisory
agreement for that fund described in a separate proxy statement. Approval of
Proposal 3.b. by shareholders of Janus Risk-Managed Stock Fund is contingent
upon approval of the same proposal for shareholders of Janus Adviser Risk-
Managed Core Fund, a series of JAD, and Risk-Managed Core Portfolio, a series of
JAS, with respect to separate proposed new advisory agreements for those funds
described in separate proxy statements. Approval of Proposal 3.b. by
shareholders of Janus Mid Cap Value Fund is contingent upon approval of the same
proposal for shareholders of Janus Adviser Mid Cap Value Fund, a series of JAD,
and Mid Cap Value Portfolio, a series of JAS, with respect to separate proposed
new advisory agreements for those funds described in separate proxy statements.
Approval of Proposal 3.b. by shareholders of Janus Worldwide Fund is contingent
upon approval of the same proposal for shareholders of Janus Adviser Worldwide
Fund, a series of JAD, and Worldwide Growth Portfolio, a series of JAS, with
respect to separate proposed new advisory agreements for those funds described
in separate proxy statements.

PROPOSAL 4: APPROVAL OF NEW SUB-ADVISORY AGREEMENT, JANUS RISK-MANAGED STOCK
FUND ONLY

Shareholders of Janus Risk-Managed Stock Fund will vote together on
Proposal 4. The presence in person or by proxy of the holders of record of
one-third of the Fund's shares outstanding and entitled to vote at the Meeting
constitutes a quorum with respect to this proposal. Approval of Proposal 4 is
contingent upon approval of the Proposed New Advisory Agreement by shareholders
of Janus Risk-Managed Stock Fund as described in Proposal 3.b. above.

With respect to Proposals 3.b. and 4, in addition to obtaining the required
shareholder approval, implementation of the Proposed New Advisory Agreement for
each applicable Fund (described in Proposal 3.b.) and the Proposed New Sub-
Advisory Agreement for Janus Risk-Managed Stock Fund (described in Proposal 4)
is subject to an amendment to JCM's settlement order entered into with the
Office of the Attorney General of the State of New York ("NYAG") in August 2004
(the "Order"). Under the Order, JCM agreed that it would reduce the net
management fee rates paid by certain Janus Funds by $25 million a year over a
five-

year period commencing July 1, 2004 and that such reduced fee rates may not be
increased during that period. In order to be able to implement the proposed
performance fee structures for various Funds, the Independent Trustees requested
the NYAG to amend the Order to allow JCM to charge such fees. The NYAG has
agreed in principle to that request, and JCM and the NYAG are in the process of
amending the Order accordingly.

SHARE OWNERSHIP

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

Exhibit M to this Proxy Statement sets forth the beneficial owners of more
than 5% of each class (as applicable) of each Fund's shares. To the best of the
Trust's knowledge, as of September 1, 2005, no person owned beneficially more
than 5% of any class of a Fund's outstanding shares, except as stated in Exhibit
M to this Proxy Statement. [TO THE BEST KNOWLEDGE OF THE TRUST, EXCEPT FOR JCM'S
OWNERSHIP IN A FUND, AS INDICATED IN EXHIBIT M, NO PERSON OWNS 25% OR MORE OF A
CLASS OF SHARES OF ANY FUND. ENTITIES SHOWN IN EXHIBIT M AS OWNING 25% OR MORE
OF A CLASS OF A FUND[, UNLESS OTHERWISE INDICATED,] ARE NOT THE BENEFICIAL
OWNERS OF SUCH SHARES.]

SOLICITATION OF PROXIES

The cost of preparing, printing and mailing the proxy card(s), and this
Proxy Statement and all other costs incurred with the solicitation of proxies,
including any additional solicitation made by letter, telephone, or otherwise,
will be allocated between JCM and the Janus Funds, as described in the next
sentence. JCM will pay the costs associated with solicitation of proxies for the
election of Trustees. The Janus Funds will pay all other costs allocated among
the Funds on the basis of relative net assets. In addition to solicitation by
mail, officers and representatives of the Funds, officers and employees of JCM
or its affiliates and certain financial services firms and their
representatives, without extra compensation, may conduct additional
solicitations personally, by telephone, or by any other means available.

JCM has engaged Computershare, a professional proxy solicitation firm, to
assist in the solicitation of proxies for the Funds, at an estimated cost of
$5.4 million, plus expenses. Such expenses shall be allocated between the Janus
Funds and JCM as described above.

Brokers, banks and other fiduciaries may be required to forward soliciting
material to their principals on behalf of the Funds and to obtain authorization
for the execution of proxies. For those services, they will be reimbursed by the
Funds for their expenses to the extent the Funds would have directly borne those
expenses.

Among other things, Computershare will be (i) required to maintain the
confidentiality of all shareholder information; (ii) prohibited from selling or
otherwise disclosing shareholder information to any third party; and (iii)
required to comply with applicable telemarketing laws.

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

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

Telephone Voting. Shareholders may provide their voting instructions
through telephone touch-tone voting. This option requires shareholders to input
a control number which is located on each voting instruction card. After
inputting this number, shareholders will be prompted to provide their voting
instructions on each proposal. Shareholders will have an opportunity to review
their voting instructions and make any necessary changes before submitting their
voting instructions and terminating their telephone call.

Internet Voting. Shareholders may provide their voting instructions
through Internet voting. Follow the instructions in the proxy materials. This
option requires shareholders to enter a control number which is located on the
proxy card. Follow the instructions on the screen using the proxy card as a
guide. Shareholders who vote via the Internet, in addition to confirming their
voting instructions prior to submission and terminating their Internet link,
will, upon request, receive an e-mail confirming their voting instructions.
63

If a shareholder wishes to participate in the Meeting but does not wish to
give a proxy by telephone or via the Internet, the shareholder may still submit
the proxy card(s) originally sent with the Proxy Statement in the postage paid
envelope provided, or attend in person. Shareholders requiring additional
information regarding the proxy or replacement proxy card(s), may contact
Computershare at 1-866-340-4019. Any proxy given by a shareholder is revocable
until voted at the Meeting.

Revoking a Proxy. Any shareholder submitting a proxy has the power to
revoke it at any time before it is exercised by submitting to the Secretary of
the Trust, at the address indicated on page 1 of this Proxy Statement, a written
notice of revocation or a subsequently executed proxy or by attending the
Meeting and voting in person. All properly executed and unrevoked proxies
received in time for the Meeting will be voted as specified in the proxy, or, if
no specification is made, for each proposal referred to in the Proxy Statement.

PORTFOLIO TRANSACTIONS

All orders for the purchase or sale of a Fund's portfolio securities are
placed on behalf of each Fund by JCM, or its agent. INTECH has authority to
place trades on behalf of Janus Risk-Managed Stock Fund. The policy of each of
JCM and INTECH is to seek "best execution" of each trade. The Funds do not
allocate portfolio transactions on the basis of the sale of Fund shares,
although brokerage firms whose customers purchase shares of the Funds may
execute transactions for the Funds and receive brokerage commissions.

The Trustees have authorized JCM to place trades with an affiliated broker.
JCM has not placed any trades with an affiliated broker since June 16, 2004.
However, prior to June 16, 2004, JCM was affiliated with DST Securities, Inc.
("DSTS"), a wholly-owned subsidiary of DST Systems, Inc. ("DST"), and placed
trades on behalf of the Funds through DSTS. As authorized by the Trustees, JCM
placed trades with DSTS when it reasonably believed that the quality of the
execution and the associated commission were fair and reasonable and when,
overall, the associated transaction costs, net of any credits discussed below,
were lower than the net costs that would be incurred through other brokerage
firms that provide comparable execution. Brokerage commissions paid on
transactions executed through DSTS were normally used as a means to reduce Fund
expenses by generating credits to offset the license fees charged to a Fund by
DST for the use of its shareholder accounting system. The table below sets forth
the fees paid to DSTS

for the Funds' fiscal year ended October 31, 2004. Funds not listed below did
not pay any fees to DSTS.

<Table>
<Caption>
AGGREGATE COMMISSIONS PERCENT OF AGGREGATE BROKERAGE
FUND PAID TO DSTS COMMISSIONS PAID BY FUND
---- --------------------- ------------------------------

</Table>

LEGAL MATTERS

Information regarding material pending legal proceedings involving JCM or
any Fund is attached to this Proxy Statement as Exhibit N.

SHAREHOLDER PROPOSALS FOR SUBSEQUENT MEETINGS

Shareholders wishing to submit proposals for inclusion in a proxy statement
for a shareholder meeting subsequent to the Meeting, if any, should send their
written proposals to the Secretary of the Trust at 151 Detroit Street, Denver,
Colorado 80206 within a reasonable time before the solicitation of proxies for
such meeting. The timely submission of a proposal does not guarantee its
inclusion.

REPORTS TO SHAREHOLDERS AND FINANCIAL STATEMENTS

The Annual Report to shareholders of each Fund, including financial
statements of the Fund, has previously been sent to shareholders. EACH FUND
PROVIDES ANNUAL AND SEMIANNUAL REPORTS TO ITS SHAREHOLDERS THAT HIGHLIGHT
RELEVANT INFORMATION, INCLUDING INVESTMENT RESULTS AND A REVIEW OF PORTFOLIO
CHANGES. ADDITIONAL COPIES OF EACH FUND'S MOST RECENT ANNUAL REPORT AND ANY MORE
RECENT SEMIANNUAL REPORT ARE AVAILABLE, WITHOUT CHARGE, BY CALLING
1-800-525-3713, VIA THE INTERNET AT WWW.JANUS.COM, OR BY SENDING A WRITTEN
REQUEST TO THE SECRETARY OF THE TRUST, 151 DETROIT STREET, DENVER, COLORADO
80206.

To avoid sending duplicate copies of materials to households, the Funds
mail only one copy of each report to shareholders having the same last name and
address on the Funds' records. The consolidation of these mailings benefits the
Funds through reduced mailing expenses. If a shareholder wants to receive
multiple copies of these materials or to receive only one copy in the future,
the Shareholder should contact the Funds' transfer agent, Janus Services, at
1-800 or notify the Funds' transfer agent in writing at 151 Detroit
Street, Denver, Colorado 80206.

OTHER MATTERS TO COME BEFORE THE MEETING

The Board of Trustees is not aware of any matters that will be presented
for action at the Meeting other than the matters described in this Proxy
Statement.

Should any other matters requiring a vote of shareholders arise, the proxy in
the accompanying form will confer upon the person or persons entitled to vote
the shares represented by such proxy the discretionary authority to vote the
shares as to any other matters in accordance with their best judgment in the
interest of the Trust and/or Fund.

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

By order of the Board of Trustees,

/s/ Kelley Abbott Howes
Kelley Abbott Howes
Vice President, General Counsel
and Secretary

INDEX OF EXHIBITS

<Table>

EXHIBIT A: Nominating and Governance Committee Charter
EXHIBIT B: Nominee Share Ownership
EXHIBIT C: Officers of the Trust and Their Principal Occupations
EXHIBIT D: Form of Proposed Amended Advisory Agreement for Equity
and Income Funds
EXHIBIT E: Form of Proposed Amended Advisory Agreement for Money
Market Funds
EXHIBIT F: Principal Executive Officers and Their Principal
Occupations
EXHIBIT G: Other Funds Managed by JCM with Similar Investment
Objectives
EXHIBIT H: Form of Proposed New Advisory Agreement for Janus
Contrarian Fund, Janus Mercury Fund, Janus Research Fund
and Janus Worldwide Fund
EXHIBIT I: Form of Proposed New Advisory Agreement for Janus Mid
Cap Value Fund and Janus Risk-Managed Stock Fund
EXHIBIT J: Form of Proposed New Sub-Advisory Agreement for Janus
Risk-Managed Stock Fund
EXHIBIT K: Principal Executive Officers and Directors of INTECH
EXHIBIT L: Number of Outstanding Shares and Net Assets
EXHIBIT M: 5% Beneficial Owners of Shares
EXHIBIT N: Legal Matters
</Table>

EXHIBIT A
JANUS ASPEN SERIES
JANUS INVESTMENT FUND
JANUS ADVISER SERIES

NOMINATING AND GOVERNANCE COMMITTEE CHARTER

(ADOPTED DECEMBER 5, 2000; REVISED DECEMBER 10, 2001;
REVISED DECEMBER 10, 2002; REVISED SEPTEMBER 16, 2003;
REVISED MARCH 16, 2004; REVISED JUNE 15, 2004; REVISED JUNE 14, 2005)

I. PURPOSE

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

- identify and recommend individuals for Trustee membership,

- consult with management in planning Trustee meetings, and

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

II. COMPOSITION

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

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

III. MEETINGS

The Committee shall meet four times annually, or more frequently as
circumstances dictate. Special meetings (including telephone meetings) may be
called by the Chairman or a majority of the members of the Committee upon
reasonable notice to the other members of the Committee. The presence in person
or by telephone of a majority of the number of Committee members shall
constitute a

A-1

quorum at any meeting. If a quorum is not present, the member(s) of the
Committee who is/are present may select any other Independent Trustee(s) to
serve on the Committee for such meeting to constitute a quorum. The Committee
may ask management and representatives of the servicing agents to attend
meetings and provide pertinent information as appropriate.

IV. RESPONSIBILITIES AND DUTIES

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

A. TRUSTEE NOMINATIONS, ELECTIONS, AND TRAINING

The Committee shall:

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

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

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

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

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

A-2

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

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

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

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

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

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

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

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

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

A-3

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

B. COMMITTEE NOMINATIONS AND FUNCTIONS

The Committee shall:

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

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

C. GOVERNANCE OVERSIGHT

The Committee shall:

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

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

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

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

(d) Conduct the Trustee meetings;

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

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

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

A-4

D. TRUSTEE MEETING PLANNING

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

E. OTHER RESPONSIBILITIES AND DUTIES

The Committee shall:

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

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

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

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

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

A-5

APPENDIX 1

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

PROCEDURES FOR CONSIDERATION OF TRUSTEE CANDIDATES SUBMITTED BY SHAREHOLDERS

(ADOPTED MARCH 16, 2004)

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

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

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

2. The Shareholder Recommendation must include: (i) the class or
series and number of all shares of the Fund owned beneficially or of record
by the Nominating Shareholder at the time the recommendation is submitted
and the dates on which such shares were acquired, specifying the number of
shares owned beneficially; (ii) a full listing of the proposed candidate's
education, experience (including knowledge of the investment company
industry, experience as a director or senior officer of public or private
companies, and directorships on other boards of other registered investment
companies), current employment, date of birth, business and residence
address, and the names and addresses of at least three professional
references; (iii) information as to whether the candidate is or may be an
"interested person" (as such term is defined in the Investment Company Act
of 1940, as amended) of the Fund, Janus Capital Management LLC, or any
sub-adviser to a Fund, and, if believed not to be an "interested person,"
information regarding the candidate that will be sufficient for the Fund to
make such determination; (iv) the written and signed consent of the
candidate to be named as a nominee and to serve as a Trustee of the Trust,
if elected; (v) a description of all arrangements or

A-6

understandings between the Nominating Shareholder, the candidate and/or any
other person or persons (including their names) pursuant to which the
Shareholder Recommendation is being made, and if none, so specify; (vi) the
class or series and number of all shares of the Fund owned of record or
beneficially by the candidate, as reported by the candidate; and (vii) such
other information that would be helpful to the Committee in evaluating the
candidate.

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

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

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

A-7

EXHIBIT B
NOMINEE SHARE OWNERSHIP

The following tables set forth, as of September 13, 2005, the number of
shares and dollar range of equity securities beneficially owned by each Trustee
and nominee in the Funds and the aggregate dollar range of equity securities
beneficially owned by the Trustees and nominees in any fund overseen or to be
overseen by the Trustees or nominee within the Janus family of funds (65 as of
September 13, 2005).

<Table>
<Caption>
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN ALL
FUNDS OVERSEEN OR
TO BE OVERSEEN BY
DOLLAR DOLLAR TRUSTEE/NOMINEE
RANGE OF EQUITY SHARES RANGE OF EQUITY SHARES IN FAMILY OF
NAME OF TRUSTEES/NOMINEES SECURITIES OWNED OWNED SECURITIES OWNED OWNED INVESTMENT COMPANIES
------------------------- ---------------- --------- ---------------- ---------- --------------------

Independent Trustees Janus Balanced Fund Janus Contrarian Fund
William F. McCalpin.... $10,001-$50,000 486.366 $1-$10,000 382.848 Over $100,000
John W. McCarter, Jr. .. None 0 $10,001-$50,000 906.775 Over $100,000
Dennis B. Mullen....... None 0 Over $100,000 14,699.671 Over $100,000
James T. Rothe......... None 0 $50,001-$100,000 4,751.789 Over $100,000
William D. Stewart..... None 0 None 0 Over $100,000
Martin H. Waldinger.... None 0 None 0 Over $100,000
Trustee Nominees
Jerome Contro.......... None 0 None 0 Over $100,000
Linda S. Wolf.......... None 0 None 0 Over $100,000
Interested Trustee
Thomas H. Bailey....... $50,001-$100,000 2,561.178 Over $100,000 41,538.846 Over $100,000
</Table>

B-1

Independent Trustees Janus Core Equity Fund Janus Enterprise Fund
William F. McCalpin.... None 0 $10,001-$50,000 270.596 Over $100,000
John W. McCarter, Jr. .. $50,001-$100,000 3,402.813 None 0 Over $100,000
Dennis B. Mullen....... None 0 Over $100,000 2,887.446 Over $100,000
James T. Rothe......... None 0 $50,001-$100,000 2,050.256 Over $100,000
William D. Stewart..... None 0 None 0 Over $100,000
Martin H. Waldinger.... Over $100,000 6,720.089 None 0 Over $100,000
Trustee Nominees
Jerome Contro.......... $50,001-$100,000 2,284.000 None 0 Over $100,000
Linda S. Wolf.......... None 0 None 0 Over $100,000
Interested Trustee
Thomas H. Bailey....... Over $100,000 11,462.806 Over $100,000 12,579.737 Over $100,000
</Table>

Independent Trustees Janus Federal Janus Flexible Bond Fund
Tax-Exempt Fund
William F. McCalpin.... None 0 None 0 Over $100,000
John W. McCarter, Jr. .. None 0 None 0 Over $100,000
Dennis B. Mullen....... None 0 None 0 Over $100,000
James T. Rothe......... None 0 None 0 Over $100,000
William D. Stewart..... None 0 $1-$10,000 476.604 Over $100,000
Martin H. Waldinger.... None 0 None 0 Over $100,000
Trustee Nominees
Jerome Contro.......... None 0 None 0 Over $100,000
Linda S. Wolf.......... None 0 None 0 Over $100,000
Interested Trustee
Thomas H. Bailey....... None 0 Over $100,000 12,695.065 Over $100,000
</Table>

B-2

Independent Trustees Janus Fund Janus Global
Life Sciences Fund
William F. McCalpin.... None 0 $1-$10,000 289.017 Over $100,000
John W. McCarter, Jr. .. None 0 $10,001-$50,000 575.705 Over $100,000
Dennis B. Mullen....... None 0 Over $100,000 10,008.108 Over $100,000
James T. Rothe......... None 0 $10,001-$50,000 2,454.668 Over $100,000
William D. Stewart..... None 0 None 0 Over $100,000
Martin H. Waldinger.... None 0 None 0 Over $100,000
Trustee Nominees
Jerome Contro.......... None 0 None 0 Over $100,000
Linda S. Wolf.......... None 0 None 0 Over $100,000
Interested Trustee,
Thomas H. Bailey....... Over $100,000 12,448.323 Over $100,000 10,008.108 Over $100,000
</Table>

Independent Trustees Janus Global Janus Global
Opportunities Fund Technology Fund
William F. McCalpin.... None 0 $1-$10,000 346.821 Over $100,000
John W. McCarter, Jr. .. $10,001-$50,000 782.699 $10,001-$50,000 986.193 Over $100,000
Dennis B. Mullen....... Over $100,000 7,542.966 Over $100,000 16,589.998 Over $100,000
James T. Rothe......... $10,001-$50,000 2,192.911 None 0 Over $100,000
William D. Stewart..... $10,001-$50,000 3,034.778 None 0 Over $100,000
Martin H. Waldinger.... None 0 None 0 Over $100,000
Trustee Nominees
Jerome Contro.......... None 0 None 0 Over $100,000
Linda S. Wolf.......... None 0 None 0 Over $100,000
Interested Trustee
Thomas H. Bailey....... Over $100,000 49,390.466 Over $100,000 10,220.241 Over $100,000
</Table>

B-3

Independent Trustees Janus Government Janus Growth
Money Market Fund and Income Fund
William F. McCalpin..... None 0 None 0 Over $100,000
John W. McCarter, Jr. ... None 0 $50,001-$100,000 2,162.603 Over $100,000
Dennis B. Mullen........ None 0 None 0 Over $100,000
James T. Rothe.......... None 0 None 0 Over $100,000
William D. Stewart...... None 0 None 0 Over $100,000
Martin H. Waldinger..... None 0 None 0 Over $100,000
Trustee Nominees
Jerome Contro........... None 0 None 0 Over $100,000
Linda S. Wolf........... None 0 Over $100,000 3,558.212 Over $100,000
Interested Trustee
Thomas H. Bailey........ None 0 Over $100,000 6,537.113 Over $100,000
</Table>

Independent Trustees Janus High-Yield Fund Janus Institutional
Cash Reserves Fund
William F. McCalpin..... None 0 None 0 Over $100,000
John W. McCarter, Jr. ... None 0 None 0 Over $100,000
Dennis B. Mullen........ None 0 None 0 Over $100,000
James T. Rothe.......... None 0 None 0 Over $100,000
William D. Stewart...... None 0 None 0 Over $100,000
Martin H. Waldinger..... None 0 None 0 Over $100,000
Trustee Nominees
Jerome Contro........... None 0 None 0 Over $100,000
Linda S. Wolf........... None 0 None 0 Over $100,000
Interested Trustee
Thomas H. Bailey........ Over $100,000 162,993.262 None 0 Over $100,000
</Table>

B-4

Independent Trustees Janus Mercury Fund Janus Mid Cap Value Fund
William F. McCalpin.... None 0 None 0 Over $100,000
John W. McCarter, Jr. .. None 0 None 0 Over $100,000
Dennis B. Mullen....... Over $100,000 6,469.735 None 0 Over $100,000
James T. Rothe......... None 0 None 0 Over $100,000
William D. Stewart..... None 0 None 0 Over $100,000
Martin H. Waldinger.... None 0 None 0 Over $100,000
Trustee Nominees
Jerome Contro.......... None 0 $50,001-$100,000 2,344.000 Over $100,000
Linda S. Wolf.......... None 0 None 0 Over $100,000
Interested Trustee
Thomas H. Bailey....... Over $100,000 26,580.273 None 0 Over $100,000
</Table>

<Table>
<Caption>
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN ALL
FUNDS OVERSEEN OR
TO BE OVERSEEN BY
DOLLAR DOLLAR TRUSTEE/NOMINEE
NAME OF RANGE OF EQUITY RANGE OF EQUITY SHARES IN FAMILY OF
TRUSTEES/NOMINEES SECURITIES OWNED SHARES OWNED SECURITIES OWNED OWNED INVESTMENT COMPANIES
----------------- ---------------- --------------- ---------------- ---------- --------------------

Independent Trustees Janus Money Market Fund Janus Olympus Fund
William F. McCalpin.. Over $100,000 110,463.590 None 0 Over $100,000
John W. McCarter,
Jr. ............... $1-$10,000 5,232.740 None 0 Over $100,000
Dennis B. Mullen..... None 0 Over $100,000 5,001.301 Over $100,000
James T. Rothe....... $1-$10,000 6.540 None 0 Over $100,000
William D. Stewart... Over $100,000 273,881.950 None 0 Over $100,000
Martin H. Waldinger.. None 0 None 0 Over $100,000
Trustee Nominees
Jerome Contro........ None 0 None 0 Over $100,000
Linda S. Wolf........ None 0 None 0 Over $100,000
Interested Trustee
Thomas H. Bailey..... Over $100,000 221,496,300.250 Over $100,000 12,418.612 Over $100,000
</Table>

B-5

<Table>
<Caption>
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN ALL
FUNDS OVERSEEN OR
TO BE OVERSEEN BY
DOLLAR DOLLAR TRUSTEE/NOMINEE
NAME OF RANGE OF EQUITY SHARES RANGE OF EQUITY SHARES IN FAMILY OF
TRUSTEES/NOMINEES SECURITIES OWNED OWNED SECURITIES OWNED OWNED INVESTMENT COMPANIES
----------------- ---------------- --------- ---------------- ---------- --------------------

Independent Trustees Janus Orion Fund Janus Overseas Fund
William F. McCalpin.... None 0 $1-$10,000 205.423 Over $100,000
John W. McCarter,
Jr. ................. None 0 $10,001-$50,000 559.503 Over $100,000
Dennis B. Mullen....... None 0 $50,001-$100,000 2,996.404 Over $100,000
James T. Rothe......... None 0 None 0 Over $100,000
William D. Stewart..... None 0 None 0 Over $100,000
Martin H. Waldinger.... None 0 None 0 Over $100,000
Trustee Nominees
Jerome Contro.......... None 0 None 0 Over $100,000
Linda S. Wolf.......... None 0 Over $100,000 4,445.235 Over $100,000
Interested Trustee
Thomas H. Bailey....... Over $100,000 20,059.018 $10,001-$50,000 1,175.164 Over $100,000
</Table>

Independent Trustees Janus Research Fund Janus Risk-Managed
Stock Fund
William F.
McCalpin........... $1-$10,000 495.050 $10,001-$50,000 940.245 Over $100,000
John W. McCarter,
Jr. ............... None 0 $10,001-$50,000 2,001.045 Over $100,000
Dennis B. Mullen..... $50,001-$100,000 7,293.578 None 0 Over $100,000
James T. Rothe....... $10,001-$50,000 2,000.000 $50,001-$100,000 4,304.566 Over $100,000
William D. Stewart... Over $100,000 19,607.844 Over $100,000 60,300.032 Over $100,000
Martin H.
Waldinger.......... None 0 Over $100,000 21,022.739 Over $100,000
Trustee Nominees
Jerome Contro........ None 0 None 0 Over $100,000
Linda S. Wolf........ None 0 None 0 Over $100,000
Interested Trustee
Thomas H. Bailey..... $10,001-$50,000 2,475.248 None 0 Over $100,000
</Table>

B-6

Independent Trustees Janus Short-Term Janus Small
Bond Fund Cap Value Fund
William F.
McCalpin........... $10,001-$50,000 8,798.135 None 0 Over $100,000
John W. McCarter,
Jr. ............... None 0 None 0 Over $100,000
Dennis B. Mullen..... None 0 None 0 Over $100,000
James T. Rothe....... None 0 $10,001-$50,000 1,378.348 Over $100,000
William D. Stewart... None 0 None 0 Over $100,000
Martin H.
Waldinger.......... None 0 None 0 Over $100,000
Trustee Nominees
Jerome Contro........ None 0 None 0 Over $100,000
Linda S. Wolf None 0 None 0 Over $100,000
Interested Trustee
Thomas H. Bailey None 0 None 0 Over $100,000
</Table>

Independent Trustees Janus Tax-Exempt Money Janus Triton Fund
Market Fund
William F.
McCalpin........... None 0 None 0 Over $100,000
John W. McCarter,
Jr. ............... None 0 None 0 Over $100,000
Dennis B. Mullen..... None 0 $50,001-$100,000 7,276.867 Over $100,000
James T. Rothe....... $10,001-$50,000 32,827.320 $10,001-$50,000 1,998.002 Over $100,000
William D. Stewart... None 0 None 0 Over $100,000
Martin H.
Waldinger.......... None 0 None 0 Over $100,000
Trustee Nominees
Jerome Contro........ None 0 None 0 Over $100,000
Linda S. Wolf........ None 0 None 0 Over $100,000
Interested Trustee
Thomas H. Bailey..... None 0 $10,001-$50,000 2,467.917 Over $100,000
</Table>

B-7

Independent Trustees Janus Twenty Fund Janus Venture Fund
William F.
McCalpin........... None 0 None 0 Over $100,000
John W. McCarter,
Jr. ............... None 0 None 0 Over $100,000
Dennis B. Mullen..... None 0 None 0 Over $100,000
James T. Rothe....... None 0 None 0 Over $100,000
William D. Stewart... None 0 None 0 Over $100,000
Martin H.
Waldinger.......... None 0 None 0 Over $100,000
Trustee Nominees
Jerome Contro........ None 0 None 0 Over $100,000
Linda S. Wolf........ None 0 None 0 Over $100,000
Interested Trustee
Thomas H. Bailey..... Over $100,000 2,108.779 $50,001-$100,000 1,355.357 Over $100,000
</Table>

Independent Trustees Janus Worldwide Fund
William F. McCalpin..... $10,001-$50,000 237.595 n/a n/a Over $100,000
John W. McCarter,
Jr. .................. None 0 n/a n/a Over $100,000
Dennis B. Mullen........ None 0 n/a n/a Over $100,000
James T. Rothe.......... None 0 n/a n/a Over $100,000
William D. Stewart...... None 0 n/a n/a Over $100,000
Martin H. Waldinger..... None 0 n/a n/a Over $100,000
Trustee Nominees
Jerome Contro........... None 0 n/a n/a Over $100,000
Linda S. Wolf........... None 0 n/a n/a Over $100,000
Interested Trustee
Thomas H. Bailey........ Over $100,000 8,059.484 n/a n/a Over $100,000
</Table>

B-8

EXHIBIT C

TRUST OFFICERS AND THEIR PRINCIPAL OCCUPATIONS

<Table>
<Caption>
TERM OF
NAME, AGE AS OF OFFICE* AND
DECEMBER 31, 2004, LENGTH OF PRINCIPAL OCCUPATIONS DURING
AND ADDRESS POSITIONS HELD WITH FUNDS TIME SERVED THE PAST FIVE YEARS
------------------ ------------------------- ------------- ----------------------------

William Bales......... Executive Vice President 2/97-Present Vice President of Janus
151 Detroit Street and Portfolio Manager Capital and Portfolio
Denver, CO 80206 Janus Venture Fund Manager for other Janus
Age 36 accounts.
Jonathan D. Coleman... Executive Vice President 2/02-Present Vice President of Janus
151 Detroit Street and Portfolio Manager Capital and Portfolio
Denver, CO 80206 Janus Enterprise Fund Manager for other Janus
Age 33 accounts. Formerly, Analyst
(1994-1997 and 2000-2002)
for Janus Capital
Corporation.
David J. Corkins...... Executive Vice President 2/03-Present Vice President of Janus
151 Detroit Street and Portfolio Manager Capital and Portfolio
Denver, CO 80206 Janus Mercury Fund Manager for other Janus
Age 38 accounts. Formerly,
Portfolio Manager
(1997-2003) for Janus Growth
and Income Fund.
David C. Decker....... Executive Vice President 9/96-Present Vice President of Janus
151 Detroit Street and Portfolio Manager Capital and Portfolio
Denver, CO 80206 Janus Contrarian Fund Manager for other Janus
Age 38 accounts.
James P. Goff......... Executive Vice President 2/05-Present Vice President and Director
151 Detroit Street Janus Research Fund of Research of Janus
Denver, CO 80206 Capital. Formerly, Portfolio
Age 40 Manager (1992-2002) for
Janus Enterprise Fund.
C. Mike Lu............ Executive Vice President 11/98-Present Vice President of Janus
151 Detroit Street and Portfolio Manager Capital and Portfolio
Denver, CO 80206 Janus Global Technology Manager for other Janus
Age 35 Fund accounts.
Brent A. Lynn......... Executive Vice President 1/01-Present Vice President of Janus
151 Detroit Street and Portfolio Manager Capital and Portfolio
Denver, CO 80206 Janus Overseas Fund Manager for other Janus
Age 40 accounts. Formerly, Analyst
(1991-2001) for Janus
Capital Corporation.
Thomas R. Malley...... Executive Vice President 11/98-Present Vice President of Janus
151 Detroit Street and Portfolio Manager Capital and Portfolio
Denver, CO 80206 Janus Global Life Manager for other Janus
Age 36 Sciences Fund accounts.
Jeanine Morroni....... Executive Vice President 9/03-Present Vice President of Janus
151 Detroit Street and Co-Portfolio Manager Capital.
Denver, CO 80206 Janus Government Money
Age 35 Market Fund
</Table>

C-1

Douglas E. Nelson..... Executive Vice President 2/05-Present Vice President of Janus
151 Detroit Street and Portfolio Manager Capital. Formerly, Vice
Denver, CO 80206 Janus Federal Tax- Exempt President of Public Finance
Age 45 Fund (2003-2005) for George K.
Baum & Co.; and Credit
Analyst and Assistant Vice
President (1996-2003) for
Delaware Management.
Sharon S. Pichler..... Executive Vice President 12/94-Present Vice President of Janus
151 Detroit Street and Co-Portfolio Manager Capital and Portfolio
Denver, CO 80206 Janus Money Market Fund Manager or Co-Portfolio
Age 55 and Portfolio Manager Manager for other Janus
Janus Tax-Exempt Money accounts.
Market Fund
Executive Vice President 5/02-Present
and Co-Portfolio Manager
Janus Institutional Cash
Reserves Fund
Marc Pinto............ Executive Vice President 5/05-Present Vice President of Janus
151 Detroit Street and Co-Portfolio Manager Capital and Portfolio
Denver, CO 80206 Janus Balanced Fund Manager or Co-Portfolio
Age 43 Manager for other Janus
accounts.
Blaine P. Rollins..... Executive Vice President 1/00-Present Vice President of Janus
151 Detroit Street and Portfolio Manager Capital and Portfolio
Denver, CO 80206 Janus Fund Manager for other Janus
Age 37 accounts.
Ron Sachs............. Executive Vice President 4/00-Present Vice President of Janus
151 Detroit Street and Portfolio Manager Capital and Portfolio
Denver, CO 80206 Janus Orion Fund Manager for other Janus
Age 37 accounts. Formerly, Analyst
(1996-2000) for Janus
Capital Corporation.
Executive Vice President 2/05-Present
and Portfolio Manager
Janus Triton Fund
Scott W. Schoelzel.... Executive Vice President 8/97-Present Vice President of Janus
151 Detroit Street and Portfolio Manager Capital and Portfolio
Denver, CO 80206 Janus Twenty Fund Manager for other Janus
Age 46 accounts.
</Table>

C-2

Gibson Smith.......... Executive Vice President 7/03-Present Vice President of Janus
151 Detroit Street and Portfolio Manager Capital and Portfolio
Denver, CO 80206 Janus High-Yield Fund and Manager or Co-Portfolio
Age 36 Janus Short-Term Bond Manager for other Janus
Fund accounts. Formerly, Analyst
(2001-2003) for Janus
Capital Corporation; and
worked in the fixed-income
division (1991-2001) for
Morgan Stanley.
Executive Vice President 5/05-Present
and Co-Portfolio Manager
Janus Balanced Fund
Minyoung Sohn......... Executive Vice President 1/04-Present Vice President of Janus
151 Detroit Street and Portfolio Manager Capital and Portfolio
Denver, CO 80206 Janus Growth and Income Manager for other Janus
Age 29 Fund accounts. Formerly, Analyst
(1998-2003) for Janus
Capital Corporation.
Executive Vice President 5/05-Present
and Portfolio Manager
Janus Core Equity Fund
Ronald V. Speaker..... Executive Vice President 7/92-Present Vice President of Janus
151 Detroit Street and Portfolio Manager Capital and Portfolio
Denver, CO 80206 Janus Flexible Bond Fund Manager for other Janus
Age 40 accounts.
J. Eric Thorderson.... Executive Vice President 2/99-Present Vice President of Janus
151 Detroit Street and Co-Portfolio Manager Capital and Portfolio
Denver, CO 80206 Janus Government Money Manager or Co-Portfolio
Age 43 Market Fund Manager for other Janus
accounts.
Executive Vice President 2/04-Present
and Co-Portfolio Manager
Janus Institutional Cash
Reserves Fund and Janus
Money Market Fund
</Table>

C-3

Jason P. Yee.......... Executive Vice President 3/01-Present Vice President of Janus
151 Detroit Street and Portfolio Manager Capital and Portfolio
Denver, CO 80206 Janus Global Manager for other Janus
Age 35 Opportunities Fund accounts. Formerly,
Portfolio Manager and
Managing Director
(1996-2000) for Bee &
Associates and Analyst
(2000-2001) for Janus
Capital Corporation.
Executive Vice President 7/04-Present
and Portfolio Manager
Janus Worldwide Fund
Claire Young.......... Executive Vice President 8/97-Present Vice President of Janus
151 Detroit Street and Portfolio Manager Capital and Portfolio
Denver, CO 80206 Janus Olympus Fund Manager for other Janus
Age 39 accounts.
Bonnie M. Howe........ Vice President 12/99-Present Vice President and Assistant
151 Detroit Street General Counsel of Janus
Denver, CO 80206 Capital, Janus Distributors
Age 39 LLC, and Janus Services LLC.
Kelley Abbott Howes... Vice President and 12/99-Present Senior Vice President and
151 Detroit Street Secretary General Counsel of Janus
Denver, CO 80206 Capital and Janus Services
Age 39 General Counsel 4/04-Present LLC; and Senior Vice
President and Assistant
General Counsel of Janus
Distributors LLC. Formerly,
Vice President (1999-2005)
of Janus Distributors LLC;
Vice President (2000-2004)
and Assistant General
Counsel (2002-2004) of Janus
Services LLC; and Vice
President and Assistant
General Counsel (1999-2004)
of Janus Capital.
</Table>

C-4

David R. Kowalski..... Vice President and Chief 6/02-Present Senior Vice President and
151 Detroit Street Compliance Officer Chief Compliance Officer of
Denver, CO 80206 Janus Capital, Janus
Age 47 Distributors LLC, and Janus
Services LLC; Chief
Compliance Officer of Bay
Isle Financial LLC; and Vice
President and Chief
Compliance Officer of
Enhanced Investment
Technologies, LLC. Formerly,
Vice President of Janus
Capital (2000-2005), Janus
Distributors LLC
(2000-2001), and Janus
Services LLC (2004-2005);
and Assistant Vice President
of Janus Services LLC
(2000-2004).
Girard C. Miller**.... President and Chief 11/03-Present Executive Vice President and
151 Detroit Street Executive Officer Chief Operating Officer of
Denver, CO 80206 Janus Capital Group Inc. and
Age 53 Janus Capital; President of
Janus Distributors LLC and
Janus Capital International
LLC; Executive Vice
President of Janus Services
LLC; President and Director
of Janus Management Holdings
Corporation; and Chief
Operating Officer and
President of Capital Group
Partners, Inc. Formerly,
Director of Capital Group
Partners, Inc. (2003-2004);
and President and Chief
Executive Officer of ICMA
Retirement Corporation
(1993-2003).
</Table>

C-5

Jesper Nergaard....... Vice President, 2/05-Present Vice President of Janus
151 Detroit Street Treasurer, and Principal Capital. Formerly, Director
Denver, CO 80206 Accounting Officer of Financial Reporting for
Age 42 OppenheimerFunds, Inc.
Chief Financial Officer 3/05-Present (2004-2005); Site Manager
and First Vice President of
Mellon Global Securities
Services (2003); and
Director of Fund Accounting,
Project Development, and
Training of INVESCO Funds
Group (1994-2003).
</Table>

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

* Officers are elected annually by the Trustees for a one-year term.

** Effective August 2005, Mr. Miller has announced his intention to retire his
positions with Janus Capital Group Inc. and its subsidiaries. Also effective
at that time, Mr. Miller will retire as President and Chief Executive Officer
of the Trust.

C-6

EXHIBIT D

FORM OF PROPOSED AMENDED ADVISORY AGREEMENT
FOR EQUITY AND INCOME FUNDS

JANUS INVESTMENT FUND

FORM OF INVESTMENT ADVISORY AGREEMENT

JANUS [ ] FUND

THIS INVESTMENT ADVISORY AGREEMENT (the "Agreement") is made this 1st day
of July, 2004, [2nd day of December, 2004 for Janus Research Fund and Janus
Triton Fund], as amended this [1ST] day of [JANUARY, 2006], between JANUS
INVESTMENT FUND, a Massachusetts business trust (the "Trust"), and JANUS CAPITAL
MANAGEMENT LLC, a Delaware limited liability company ("JCM").

W I T N E S S E T H:

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

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

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

NOW, THEREFORE, the parties agree as follows:

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

2. Investment Advisory Services. JCM shall determine the securities or
other assets to be purchased, sold or held and shall place orders for the
purchase or sale of such securities or other assets with brokers, dealers or
others. JCM shall furnish continuous advice and recommendations to the Fund, and
have authority to act with respect thereto, as to the acquisition, holding, or
disposition of any or all of the securities or other assets which the Fund may
own or contemplate acquiring from time to time. JCM shall give due consideration
to the investment policies and restrictions and the other statements concerning
the Fund in the Trust Instrument,
D-1

bylaws, and registration statements under the 1940 Act and the 1933 Act, and to
the provisions of the Internal Revenue Code, as amended from time to time,
applicable to the Fund as a regulated investment company. In addition, JCM shall
cause its officers to attend meetings and furnish oral or written reports, as
the Trust may reasonably require, in order to keep the Trustees and appropriate
officers of the Trust fully informed as to the condition of the investment
portfolio of the Fund.

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

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

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

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

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

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

D-2

5. Compensation.

[FOR JANUS CONTRARIAN FUND, JANUS ENTERPRISE FUND, JANUS GLOBAL LIFE SCIENCES
FUND, JANUS GLOBAL OPPORTUNITIES FUND, JANUS GLOBAL TECHNOLOGY FUND, JANUS FUND,
JANUS MERCURY FUND, JANUS OLYMPUS FUND, JANUS ORION FUND, JANUS OVERSEAS FUND,
JANUS RESEARCH FUND, JANUS TRITON FUND, JANUS TWENTY FUND, AND JANUS VENTURE
FUND]

The Trust shall pay to JCM for its investment advisory services a fee,
calculated and payable for each day that this Agreement is in effect, of 1/365
of 0.64% of the daily closing net asset value of the Fund (1/366 of 0.60% of the
daily closing net asset value of the Fund in a leap year). The fee shall be paid
monthly.

[FOR JANUS BALANCED FUND]

The Trust shall pay to JCM for its investment advisory services a fee,
calculated and payable for each day that this Agreement is in effect, of 1/365
of 0.55% of the daily closing net asset value of the Fund (1/366 of 0.55% of the
daily closing net asset value of the Fund in a leap year). The fee shall be paid
monthly.

[FOR JANUS CORE EQUITY FUND AND JANUS WORLDWIDE FUND]

The Trust shall pay to JCM for its investment advisory services a fee,
calculated and payable for each day that this Agreement is in effect, of 1/365
of 0.60% of the daily closing net asset value of the Fund (1/366 of 0.60% of the
daily closing net asset value of the Fund in a leap year). The fee shall be paid
monthly.

[FOR JANUS GROWTH AND INCOME FUND]

The Trust shall pay to JCM for its investment advisory services a fee,
calculated and payable for each day that this Agreement is in effect, of 1/365
of 0.62% of the daily closing net asset value of the Fund (1/366 of 0.62% of the
daily closing net asset value of the Fund in a leap year). The fee shall be paid
monthly.

[FOR JANUS FLEXIBLE BOND FUND]

The Trust shall pay to JCM for its investment advisory services a fee,
calculated and payable for each day that this Agreement is in effect, of 1/365
of 0.58% of the first $300,000,000 of the daily closing net asset value of the
Fund, plus 1/365 of 0.48% of the daily closing net asset value in excess of
$300,000,000 (or 1/366 of the daily closing net asset value of either rate in a
leap year). The fee shall be paid monthly.

D-3

[FOR JANUS SHORT-TERM BOND FUND]

The Trust shall pay to JCC for its investment advisory services a fee,
calculated and payable for each day that this Agreement is in effect, of 1/365
of 0.64% of the first $300,000,000 of the daily closing net asset value of the
Fund, or 1/365 of 0.54% of the daily closing net asset value of the Fund in
excess of $300,000,000 (1/366 of either rate of the daily closing net asset
value of the Fund in a leap year). The fee shall be paid monthly.

[FOR JANUS HIGH-YIELD FUND]

The Trust shall pay to JCM for its investment advisory services a fee,
calculated and payable for each day that this Agreement is in effect, of 1/365
of 0.65% of the first $300,000,000 of the daily closing net asset value of the
Fund, plus 1/365 of 0.55% of the daily closing net asset value in excess of
$300,000,000 (or 1/366 of the daily closing net asset value of either rate in a
leap year). The fee shall be paid monthly.

[FOR JANUS FEDERAL TAX-EXEMPT FUND]

The Trust shall pay to JCM for its investment advisory services a fee,
calculated and payable for each day that this Agreement is in effect, of 1/365
of 0.50% of the first $300,000,000 of the daily closing net asset value of the
Fund, plus 1/365 of 0.45% of the daily closing net asset value in excess of
$300,000,000 (or 1/366 of the daily closing net asset value of either rate in a
leap year). The fee shall be paid monthly.

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

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

(b) Rental of offices of the Trust.

D-4

audit and printing expenses; administrative, clerical, recordkeeping and
bookkeeping expenses; brokerage commissions and all other expenses in connection
with execution of portfolio transactions (including any appropriate commissions
paid to JCM or its affiliates for effecting exchange listed, over-the-counter or
other securities transactions); interest; all federal, state and local taxes
(including stamp, excise, income and franchise taxes); costs of stock
certificates and expenses of delivering such certificates to purchasers thereof;
expenses of local representation in Massachusetts; expenses of shareholders'
meetings and of preparing, printing and distributing proxy statements, notices,
and reports to shareholders; expenses of preparing and filing reports and tax
returns with federal and state regulatory authorities; all expenses incurred in
complying with all federal and state laws and the laws of any foreign country
applicable to the issue, offer, or sale of shares of the Fund, including, but
not limited to, all costs involved in the registration or qualification of
shares of the Fund for sale in any jurisdiction, the costs of portfolio pricing
services and compliance systems, and all costs involved in preparing, printing
and mailing prospectuses and statements of additional information to Fund
shareholders; and all fees, dues and other expenses incurred by the Trust in
connection with the membership of the Trust in any trade association or other
investment company organization.

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

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

10. Term. This Agreement shall continue in effect until [JANUARY 1], 2007,
unless sooner terminated in accordance with its terms, and shall continue in
effect from year to year thereafter only so long as such continuance is
specifically approved at least annually by (a) the vote of a majority of the
Trustees of the Trust who are not parties hereto or interested persons of any
such party, cast in person at a meeting called for the purpose of voting on the
approval of the terms of such renewal, and (b) either the Trustees of the Trust
or the affirmative vote of a majority of the outstanding voting securities of
the Fund. The annual approvals provided for herein shall be effective to
continue this Agreement from year to year if given within a

D-5

period beginning not more than ninety (90) days prior to [JANUARY 1] of each
applicable year, notwithstanding the fact that more than three hundred
sixty-five (365) days may have elapsed since the date on which such approval was
last given.

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

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

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

14. Limitation of Liability of JCM. JCM shall not be liable for any error
of judgment or mistake of law or for any loss arising out of any investment or
for any act or omission taken with respect to the Trust, except for willful
misfeasance, bad faith or gross negligence in the performance of its duties, or
by reason of reckless disregard of its obligations and duties hereunder and
except to the extent otherwise provided by law. As used in this Section 15,
"JCM" shall include any affiliate of JCM performing services for the Trust
contemplated hereunder and directors, officers and employees of JCM and such
affiliates.

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

16. Certain Definitions. The terms "vote of a majority of the outstanding
voting securities," "assignment" and "interested persons" when used herein,
shall have the respective meanings specified in the 1940 Act, as now in effect
or hereafter amended, and the rules and regulations thereunder, subject to such
orders, exemp-
D-6

tions and interpretations as may be issued by the Securities and Exchange
Commission under said Act and as may be then in effect.

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

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

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

JANUS CAPITAL MANAGEMENT LLC

By:
--------------------------------------
Chief Financial Officer and Executive
Vice President

JANUS INVESTMENT FUND

By:
--------------------------------------
President and Chief Executive Officer

D-7

EXHIBIT E

FORM OF PROPOSED AMENDED ADVISORY AGREEMENT
FOR MONEY MARKET FUNDS

JANUS INVESTMENT FUND

FORM OF INVESTMENT ADVISORY AGREEMENT

JANUS [ ] FUND

THIS INVESTMENT ADVISORY AGREEMENT (the "Agreement") is made this 3rd day
of April, 2002, as amended this [1ST] day of [JANUARY, 2006] between JANUS
INVESTMENT FUND, a Massachusetts business trust (the "Trust"), and JANUS CAPITAL
MANAGEMENT LLC, a Delaware limited liability company ("JCM").

W I T N E S S E T H:

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

WHEREAS, the Trust and JCM have entered into a separate agreement for the
provision of administrative services; and

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

NOW, THEREFORE, the parties agree as follows:

1. Investment Advisory Services. JCM shall determine the securities or
other assets to be purchased, sold or held and shall place orders for the
purchase or sale of such securities or other assets. JCM shall furnish
continuous advice and recommendations to the Fund, and have authority to act
with respect thereto, as to the acquisition, holding, or disposition of any or
all of the securities or other assets which the Fund may own or contemplate
acquiring from time to time. JCM shall give due consideration to the investment
policies and restrictions and the other statements concerning the Fund in the
Trust's Declaration of Trust, bylaws, and registration statements under the 1940
Act and the 1933 Act (as they may be supplemented from time to time and as
authorized by the Trustees), to policies and directives affecting the Fund
adopted by the Trustees and to the provisions of the
E-1

Internal Revenue Code, as amended from time to time, applicable to the Fund as a
regulated investment company. In addition, JCM shall cause its officers to
attend meetings and furnish oral or written reports, as the Trust may reasonably
require, in order to keep the Trustees and appropriate officers of the Trust
fully informed as to the condition of the investment portfolio of the Fund.

2. Other Services. JCM is hereby authorized, subject to review by the
Trustees, to furnish or arrange for such other services as JCM shall from time
to time determine to be necessary or useful to perform the services specifically
contemplated by this Agreement.

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

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

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

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

4. Compensation. The Trust shall pay to JCC for its investment advisory
services a fee, payable in arrears on the last day of each month during which or
part of which this Agreement is in effect, at the rate of 1/365 of 0.20% of the
aggregate closing net asset value of the shares of the Fund for each day of such
month. For the month during which this Agreement becomes effective and the month
during which it terminates, however, there shall be an appropriate proration of
the fee payable for such month based on the number of calendar days of such
month during which this Agreement is effective.

5. Expenses Borne by the Trust. The Trust shall bear all expense
incidental to the operation of the Fund.

6. Termination. This Agreement may be terminated at any time, without
penalty, by the Trustees of the Trust, or by the shareholders of the Fund acting
by vote of at least a majority of its outstanding voting securities, provided in
either case that sixty (60) days advance written notice of termination be given
to JCM at its principal place of business. This Agreement may be terminated by
JCM at any

E-2

time, without penalty, by giving sixty (60) days advance written notice of
termination to the Trust, addressed to its principal place of business. The
Trust agrees that, consistent with the terms of the Trust's Declaration of
Trust, the Trust shall cease to use the name "Janus" in connection with the Fund
as soon as reasonably practicable following any termination of this Agreement if
JCM does not continue to provide investment advice to the Fund after such
termination.

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

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

9. Amendments. This Agreement may be amended by the parties only if such
amendment is specifically approved (a) by a majority of the Trustees, including
a majority of the Trustees who are not interested persons of JCM and, (b) if
required by applicable law, by the affirmative vote of a majority of the
outstanding voting securities of the Fund.

10. Limitation of Personal Liability. All the parties hereto acknowledge
and agree that all liabilities of the Trust arising, directly or indirectly,
under this Agreement, of any and every nature whatsoever, shall be satisfied
solely out of the assets of the Fund and that no Trustee, officer or holder of
shares of beneficial interest of the Trust shall be personally liable for any of
the foregoing liabilities. The Trust's Declaration of Trust, as amended from
time to time, is on file in the Office of the Secretary of State of the
Commonwealth of Massachusetts. Such Declaration of Trust describes in detail the
respective responsibilities and limitations on liability of the Trustees,
officers and holders of shares of beneficial interest of the Trust.

11. Limitation of Liability of JCM. JCM shall not be liable for any error
of judgment or mistake of law, for any loss arising out of any investment, or
for any act or omission taken with respect to the Trust, except for willful
misfeasance, bad faith or gross negligence in the performance of its duties, or
by reason of reckless disregard of its obligations and duties hereunder and
except to the extent otherwise provided by law. As used in this Section 12,
"JCM" shall include any affiliate of

E-3

JCM performing services for the Trust contemplated hereunder and directors,
officers and employees of JCM and such affiliates.

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

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

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

JANUS CAPITAL MANAGEMENT LLC

By:
--------------------------------------
Chief Financial Officer and Executive
Vice President

JANUS INVESTMENT FUND

By:
--------------------------------------
President and Chief Executive Officer

E-4

EXHIBIT F

PRINCIPAL EXECUTIVE OFFICERS OF JCM AND
THEIR PRINCIPAL OCCUPATIONS

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

Robin C. Beery........... Janus Capital Group Inc. Chief Marketing Officer
and Executive Vice
President
Janus Capital Management LLC Chief Marketing Officer
and Executive Vice
President
The Janus Foundation President and Director
Janus Services LLC President
Gary D. Black............ Janus Capital Group Inc. Chief Investment Officer,
President and Director
Janus Capital Management LLC Chief Investment Officer
and President
Janus Management Holdings Corp. Executive Vice President
Bay Isle Financial LLC President
Enhanced Investment Technologies, Working Director
LLC
John H. Bluher........... Janus Capital Group Inc. General Counsel, Chief
Public Affairs Officer
and Executive Vice
President
Janus Capital Management LLC Chief Public Affairs
Officer and Executive
Vice President
Janus Management Holdings Corp. General Counsel, Chief
Public Affairs Officer
and Executive Vice
President
Janus Services LLC Executive Vice President
Capital Group Partners, Inc. Director
Enhanced Investment Technologies, Vice President
LLC
Dominic Martellaro....... Janus Capital Group Inc. Executive Vice President
Janus Capital Management LLC Executive Vice President
Janus Capital Trust Manager Limited Director
Janus Services LLC Executive Vice President
Janus World Funds Director
</Table>

F-1

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

David R. Martin.......... Janus Capital Group Inc. Chief Financial Officer
and Executive Vice
President
Janus Capital Management LLC Chief Financial Officer
and Executive Vice
President
Janus International Limited Chief Financial Officer
and Executive Vice
President
Janus Management Holdings Corp. Chief Financial Officer
and Executive Vice
President
Janus Services LLC Chief Financial Officer
and Executive Vice
President
Steven L. Scheid......... Janus Capital Group Inc. Chief Executive Officer,
Director and Chairman of
the Board
Janus Capital Management LLC Chief Executive Officer
Enhanced Investment Technologies, Working Director
LLC
John Zimmerman........... Janus Capital Group Inc. Executive Vice President
Janus Capital Management LLC Executive Vice President
Enhanced Investment Technologies, Working Director
LLC
</Table>

F-2

EXHIBIT G

OTHER FUNDS MANAGED BY JCM WITH SIMILAR
INVESTMENT OBJECTIVES

The following table provides information regarding other funds managed by
JCM having a similar investment objective as the Funds. The table shows such
fund's asset size as of June 30, 2005, the rate of compensation paid to JCM by
that fund and whether JCM has contractually agreed to waive or reduce
compensation it receives from that fund.

<Table>
<Caption>
ANNUAL RATE OF FEE WAIVERS OR
FUND OBJECTIVE ASSET SIZE COMPENSATION REDUCTIONS
---- --------- ---------- ------------------ --------------

Equity Funds
Janus Balanced Fund.. Seeks long-term 2,660.0 0.55% N/A
capital growth,
consistent with
preservation of
capital and balanced
by current income.
Janus Contrarian
Fund............... Seeks long-term 2,653.7 0.64% N/A
growth of capital.
Janus Core Equity
Fund............... Seeks long-term 635.7 0.60% N/A
growth of capital.
Janus Enterprise
Fund............... Seeks long-term 1,687.7 0.64% N/A
growth of capital.
Janus Global Life
Sciences Fund...... Seeks long-term 1,157.2 0.64% N/A
growth of capital.
Janus Global
Opportunities
Fund............... Seeks long-term 219.0 0.64% N/A
growth of capital.
Janus Global
Technology Fund.... Seeks long-term 1,027.1 0.64% N/A
growth of capital.
Janus Growth & Income
Fund............... Seeks long-term 5,379.8 0.62% N/A
capital growth and
current income.
Janus Fund........... Seeks long-term 11,786.1 0.64% N/A
growth of capital in
a manner consistent
with preservation of
capital.
Janus Mercury Fund... Seeks long-term 4,401.8 0.64% N/A
growth of capital.
Janus Mid Cap Value
Fund............... Seeks capital 4,653.8 0.64% 0.77%(1)
appreciation.
</Table>

G-1

<Table>
<Caption>
ANNUAL RATE OF FEE WAIVERS OR
FUND OBJECTIVE ASSET SIZE COMPENSATION REDUCTIONS
---- --------- ---------- ------------------ --------------

Janus Olympus Fund... Seeks long-term 2,211.3 0.64% N/A
growth of capital.
Janus Orion Fund..... Seeks long-term 595.3 0.64% N/A
growth of capital.
Janus Overseas Fund.. Seeks long-term 2,181.7 0.64% N/A
growth of capital.
Janus Research Fund.. Seeks long-term 28.1 0.64% 1.25%(1)
growth of capital.
Janus Risk-Managed
Stock Fund......... Seeks long-term 350.3 0.50% N/A
growth of capital.
Janus Small Cap Value
Fund............... Seeks capital 2,666.4 0.72% 0.79%
appreciation.
Janus Triton Fund.... Seeks long-term 23.9 0.64% 1.25%
growth of capital.
Janus Twenty Fund.... Seeks long-term 9,399.8 0.64% N/A
growth of capital.
Janus Venture Fund... Seeks capital 1,366.0 0.64% N/A
appreciation.
Janus Worldwide
Fund............... Seeks long-term 5,454.1 0.60% N/A
growth of capital in
a manner consistent
with the
preservation of
capital.

Income Funds
Janus Federal Tax-
Exempt Fund........ Seeks as high a 118.3 First $300 Million 0.50% 0.55%
level of current Over $300 Million
income exempt from 0.45%
federal income tax
as is consistent
with preservation of
capital.
Janus Flexible Bond
Fund............... Seeks to obtain 1,014.0 First $300 Million 0.58% 0.93%
maximum total Over $300 Million
return, consistent 0.48%
with preservation of
capital.
Janus High-Yield
Fund............... Seeks to obtain high 542.0 First $300 Million 0.65% 0.90%
current income. Over $300 Million
Capital appreciation 0.55%
is a secondary
objective when
consistent with its
primary objective.
</Table>

G-2

<Table>
<Caption>
ANNUAL RATE OF FEE WAIVERS OR
FUND OBJECTIVE ASSET SIZE COMPENSATION REDUCTIONS
---- --------- ---------- ------------------ --------------

Janus Short-Term Bond
Fund............... Seeks as high a 226.0 First $300 Million 0.64% 0.64%
level of current Over $300 Million
income as is 0.54%
consistent with
preservation of
capital.

Money Market Funds
Janus Government
Money Market Fund.. Seeks maximum 831.9 0.20% (2)(3)
current income to
the extent
consistent with
stability of
capital.
Janus Institutional
Cash Reserves
Fund............... Seeks maximum 1,414.2 0.20% (2)(4)
current income to
the extent
consistent with
stability of
capital.
Janus Money Market
Fund............... Seeks maximum 4,988.6 0.20% (2)(5)
current income to
the extent
consistent with
stability of
capital.
Janus Tax-Exempt
Money Market Fund.. Seeks maximum 124.5 0.20% (2)(5)
current income that
is exempt from
federal income taxes
to the extent
consistent with
stability of
capital.
</Table>

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

(1) Janus Services has agreed until March 1, 2006 to waive the transfer agency
fees payable by the Institutional Shares of Janus Mid Cap Value Fund and
Janus Small Cap Value Fund so that the total expenses of the Institutional
Shares do not exceed the total expenses of the Institutional Shares of
Berger Mid Cap Value Fund and Berger Small Cap Value Fund.

(2) Advisory fee has been reduced from 0.20% to 0.10% until at least March 1,
2006.

(3) Administrative services fee has been reduced to 0.05% and 0.30% for the
Institutional Class and Service Class, respectively, until at least March 1,
2006.

(4) Administrative services fee has been reduced from 0.15% to 0.08% until at
least March 1, 2006.

(5) Administrative services fee has been reduced to 0.08% and 0.33% for the
Institutional Class and Service Class, respectively, until at least March 1,
2006.

G-3

EXHIBIT H

FORM OF PROPOSED NEW ADVISORY AGREEMENT
FOR JANUS CONTRARIAN FUND, JANUS MERCURY FUND,
JANUS RESEARCH FUND AND JANUS WORLDWIDE FUND

JANUS INVESTMENT FUND

FORM OF INVESTMENT ADVISORY AGREEMENT

JANUS [ ] FUND

THIS INVESTMENT ADVISORY AGREEMENT (the "Agreement") is made this [1ST] day
of [JANUARY, 2006], between JANUS INVESTMENT FUND, a Massachusetts business
trust (the "Trust"), and JANUS CAPITAL MANAGEMENT LLC, a Delaware limited
liability company ("JCM").

W I T N E S S E T H:

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

NOW, THEREFORE, the parties agree as follows:

H-1

provisions of the Internal Revenue Code, as amended from time to time,
applicable to the Fund as a regulated investment company. In addition, JCM shall
cause its officers to attend meetings and furnish oral or written reports, as
the Trust may reasonably require, in order to keep the Trustees and appropriate
officers of the Trust fully informed as to the condition of the investment
portfolio of the Fund.

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

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

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

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

H-2

5. Compensation.

[FOR JANUS CONTRARIAN FUND, JANUS MERCURY FUND, AND JANUS RESEARCH FUND]

The Trust shall pay to JCM for its investment advisory services a monthly
base fee of 1/12 of 0.64% of the average daily closing net asset value of the
Fund, adjusted by a performance fee as set forth in Schedule A. For any period
less than a month during which this Agreement is in effect, the base fee shall
be prorated according to the proportion which such period bears to a full month
of 28, 29, 30 or 31 days, as the case may be.

[FOR JANUS WORLDWIDE FUND]

The Trust shall pay to JCM for its investment advisory services a monthly
base fee of 1/12 of 0.60% of the average daily closing net asset value of the
Fund, adjusted by a performance fee as set forth in Schedule A. For any period
less than a month during which this Agreement is in effect, the base fee shall
be prorated according to the proportion which such period bears to a full month
of 28, 29, 30 or 31 days, as the case may be.

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

(b) Rental of offices of the Trust.

H-3

chusetts; expenses of shareholders' meetings and of preparing, printing and
distributing proxy statements, notices, and reports to shareholders; expenses of
preparing and filing reports and tax returns with federal and state regulatory
authorities; all expenses incurred in complying with all federal and state laws
and the laws of any foreign country applicable to the issue, offer, or sale of
shares of the Fund, including, but not limited to, all costs involved in the
registration or qualification of shares of the Fund for sale in any
jurisdiction, the costs of portfolio pricing services and compliance systems,
and all costs involved in preparing, printing and mailing prospectuses and
statements of additional information to Fund shareholders; and all fees, dues
and other expenses incurred by the Trust in connection with the membership of
the Trust in any trade association or other investment company organization.

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

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

H-4

required by applicable law, (ii) by the affirmative vote of a majority of the
outstanding voting securities of the Fund (as that phrase is defined in Section
2(a)(42) of the 1940 Act).

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

H-5

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

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

JANUS CAPITAL MANAGEMENT LLC

By:
--------------------------------------
Chief Financial Officer and Executive
Vice President

JANUS INVESTMENT FUND

By:
--------------------------------------
President and Chief Executive Officer

H-6

SCHEDULE A
PERFORMANCE ADJUSTMENT

Beginning with the Base Fee payable for January 2006, the Base Fee shall be
adjusted monthly based upon the investment performance of the Fund in relation
to the cumulative investment record of the Fund's primary benchmark, the [JANUS
CONTRARIAN FUND -- STANDARD & POOR'S 500 INDEX (THE "INDEX")] [JANUS MERCURY
FUND -- RUSSELL 1000 GROWTH INDEX (THE "INDEX")] [JANUS RESEARCH FUND -- RUSSELL
1000 INDEX (THE "INDEX")] [JANUS WORLDWIDE FUND -- MSCI WORLD INDEX (THE
"INDEX")], over the "Performance Period" (such adjustment being referred to
herein as the "Performance Adjustment"). The "Performance Period" is defined as
the shorter of (a) the period from the date of this Agreement through the end of
the month for which the fee is being calculated, and (b) the 36 month period
preceding the end of the month for which the fee is being calculated.

The Performance Adjustment shall be calculated by subtracting the
investment record of the Index from the investment performance of the Fund. If
there is less than a 0.50% difference (plus or minus) between the investment
performance of the Fund and the investment record of the Index, the Fund pays
JCM the Base Fee with no adjustments. If the difference between the investment
performance of the Fund and the investment record of the Index is 0.50% or
greater during any measurement period, the Base Fee will be subject to an upward
or downward performance adjustment of [JANUS CONTRARIAN FUND: 0.0107143%] [JANUS
MERCURY FUND: 0.015%] [JANUS RESEARCH FUND AND JANUS WORLDWIDE FUND: 0.0125%]
for every 0.50% increment by which the Fund outperforms or underperforms the
Index. The maximum Performance Adjustment (positive or negative) to the Fund is
0.15%. The Performance Adjustment is applied against the Fund's average daily
net assets during the Performance Period.

For purposes of computing the Base Fee and the Performance Adjustment, net
assets are averaged over different periods (average net assets during the
relevant month for the Base Fee versus average net assets during the Performance
Period for the Performance Adjustment).

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

The investment performance of the Fund will be the sum of:

(1) the change in the Fund's net asset value ("NAV") per share during
the Performance Period; plus

(2) the value of the Fund's cash distributions per share accumulated
to the end of the Performance Period; plus

H-7

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

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

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

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

H-8

EXHIBIT I

FORM OF PROPOSED NEW ADVISORY AGREEMENT FOR

JANUS MID CAP VALUE FUND AND

JANUS RISK-MANAGED STOCK FUND

JANUS INVESTMENT FUND

FORM OF INVESTMENT ADVISORY AGREEMENT

JANUS [ ] FUND

W I T N E S S E T H:

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

NOW, THEREFORE, the parties agree as follows:

2. Investment Advisory Services. JCM shall determine the securities or
other assets to be purchased, sold or held and shall place orders for the
purchase or sale of such securities or other assets with brokers, dealers or
others. JCM shall furnish continuous advice and recommendations to the Fund as
to the acquisition, holding, or disposition of any or all of the securities or
other assets which the Fund may own or contemplate acquiring from time to time.
JCM shall give due consideration to the investment policies and restrictions and
the other statements concerning the Fund in the Trust Instrument, bylaws, and
registration statements

I-1

under the 1940 Act and the 1933 Act, and to the provisions of the Internal
Revenue Code, as amended from time to time, applicable to the Fund as a
regulated investment company. In addition, JCM shall cause its officers to
attend meetings and furnish oral or written reports, as the Trust may reasonably
require, in order to keep the Trustees and appropriate officers of the Trust
fully informed as to the condition of the investment portfolio of the Fund, the
investment recommendations of JCM, and the investment considerations which have
given rise to those recommendations. Subject to the approval of the Trustees of
the Trust and, if required, the shareholders of the Fund, JCM is authorized to
engage one or more subadvisers in connection with JCM's duties and
responsibilities under this Agreement, which subadvisers may be affiliates of
JCM.

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

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

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

I-2

JANUS MID CAP VALUE FUND:

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

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

(e) to compensate any subadviser engaged by JCM pursuant to the
authority granted in Section 2 hereof.

JANUS RISK-MANAGED STOCK FUND:

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

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

5. Compensation.

JANUS MID CAP VALUE FUND

The Trust shall pay to JCM for its investment advisory services a monthly
base fee of 1/12 of 0.64% of the average daily closing net asset value of the
Fund, adjusted by a performance fee as set forth in Schedule A, provided that
any amounts due pursuant to Section 4(e) above shall be paid directly to such
subadviser by the Fund and shall reduce the amount payable to Janus hereunder.
For any period less than a month during which this Agreement is in effect, the
base fee shall be prorated according to the proportion which such period bears
to a full month of 28, 29, 30 or 31 days, as the case may be.

JANUS RISK-MANAGED STOCK FUND

The Trust shall pay to JCM for its investment advisory services a monthly
base fee of 1/12 of 0.50% of the average daily closing net asset value of the
Fund, adjusted by a performance fee as set forth in Schedule A. For any period
less than a month during which this Agreement is in effect, the base fee shall
be prorated according to the proportion which such period bears to a full month
of 28, 29, 30 or 31 days, as the case may be.

I-3

agreements with the Trust or otherwise, JCM shall incur and pay the following
expenses relating to the Fund's operations without reimbursement from the Fund:

JANUS MID CAP VALUE FUND:

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

(b) Rental of offices of the Trust.

JANUS RISK-MANAGED STOCK FUND

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

(b) Rental of offices of the Trust; and

7. Expenses Borne by the Trust. The Trust assumes and shall pay all
expenses incidental to its organization, operations and business not
specifically assumed or agreed to be paid by JCM pursuant to Sections 3 and 6
hereof, including, but not limited to, investment adviser fees; any
compensation, fees, or reimbursements which the Trust pays to its Trustees who
are not "interested persons," as defined in the 1940 Act, of JCM; compensation
of the Fund's custodian, transfer agent, registrar and dividend disbursing
agent; legal, accounting, audit and printing expenses; administrative, clerical,
recordkeeping and bookkeeping expenses; brokerage commissions and all other
expenses in connection with execution of portfolio transactions (including any
appropriate commissions paid to JCM or its affiliates for effecting exchange
listed, over-the-counter or other securities transactions); interest; all
federal, state and local taxes (including stamp, excise, income and franchise
taxes); costs of stock certificates and expenses of delivering such certificates
to purchasers thereof; expenses of local representation in Delaware; expenses of
shareholders' meetings and of preparing, printing and distributing proxy
statements, notices, and reports to shareholders; expenses of preparing and
filing reports and tax returns with federal and state regulatory authorities;
all expenses incurred in complying with all federal and state laws and the laws
of any foreign country applicable to the issue, offer, or sale of shares of the
Fund, including, but not limited to, all costs involved in the registration or
qualification of shares of the Fund for sale in any jurisdiction, the costs of
portfolio pricing services and compliance systems, and all costs involved in
preparing, printing and mailing prospectuses and statements of additional
information to Fund shareholders; and all fees, dues and other expenses incurred
by the Trust in connection with the
I-4

membership of the Trust in any trade association or other investment company
organization.

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

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

assets of the Fund and that no Trustee, officer or holder of shares of
beneficial interest of the Trust shall be personally liable for any of the
foregoing liabilities. The Trust Instrument describes in detail the respective
responsibilities and limitations on liability of the Trustees, officers and
holders of shares of beneficial interest of the Trust.

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

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

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

I-6

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

JANUS CAPITAL MANAGEMENT LLC

By:
--------------------------------------
Chief Financial Officer and Senior
Vice President

JANUS INVESTMENT FUND

By:
--------------------------------------
President and Chief Executive Officer

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JANUS RISK-MANAGED STOCK FUND

SCHEDULE A
PERFORMANCE ADJUSTMENT

Beginning with the Base Fee payable for January 2006, the Base Fee shall be
adjusted monthly based upon the investment performance of the Fund in relation
to the cumulative investment record of the Fund's primary benchmark, the
Standard & Poor's 500 Index (the "Index"), over the "Performance Period" (such
adjustment being referred to herein as the "Performance Adjustment"). The
"Performance Period" is defined as the shorter of (a) the period from the date
of this Agreement through the end of the month for which the fee is being
calculated, and (b) the 36 month period preceding the end of the month for which
the fee is being calculated.

The Performance Adjustment shall be calculated by subtracting the
investment record of the Index from the investment performance of the Fund. If
there is less than a 0.50% difference (plus or minus) between the investment
performance of the Fund and the investment record of the Index, the Fund pays
JCM the Base Fee with no adjustments. If the difference between the investment
performance of the Fund and the investment record of the Index is 0.50% or
greater during any measurement period, the Base Fee will be subject to an upward
or downward performance adjustment of 0.01875% for every 0.50% increment by
which the Fund outperforms or underperforms the Index. The maximum Performance
Adjustment (positive or negative) to the Fund is 0.15%. The Performance
Adjustment is applied against the Fund's average daily net assets during the
Performance Period.

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

The investment performance of the Fund will be the sum of:

(1) the change in the Fund's net asset value ("NAV") per share during the
Performance Period; plus

(2) the value of the Fund's cash distributions per share accumulated to the
end of the Performance Period; plus

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

I-8

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

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

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

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

I-9

JANUS MID CAP VALUE FUND

SCHEDULE A
PERFORMANCE ADJUSTMENT

Beginning with the Base Fee payable for January 2006, the Base Fee shall be
adjusted monthly based upon the investment performance of the Fund's Investor
Shares in relation to the cumulative investment record of the Fund's primary
benchmark, the Russell Midcap Value Index (the "Index"), over the "Performance
Period" (such adjustment being referred to herein as the "Performance
Adjustment"). The "Performance Period" is defined as the shorter of (a) the
period from the date of this Agreement through the end of the month for which
the fee is being calculated, and (b) the 36 month period preceding the end of
the month for which the fee is being calculated.

The Performance Adjustment shall be calculated by subtracting the
investment record of the Index from the investment performance of the Fund's
Investor Shares. If there is less than a 0.50% difference (plus or minus)
between the investment performance of the Fund's Investor Shares and the
investment record of the Index, the Fund pays JCM the Base Fee with no
adjustments. If the difference between the investment performance of the Fund's
Investor Shares and the investment record of the Index is 0.50% or greater
during any measurement period, the Base Fee will be subject to an upward or
downward performance adjustment of 0.01875% for every 0.50% increment by which
the Fund's Investor Shares outperform or underperform the Index. The maximum
Performance Adjustment (positive or negative) to the Fund is 0.15%. The
Performance Adjustment is applied against the Fund's average daily net assets
during the Performance Period.

The investment performance of the Fund's Investor Shares will be the sum
of:

(1) the change in Investor Shares' net asset value ("NAV") per share during
the Performance Period; plus

(2) the value of the Investor Shares' cash distributions per share
accumulated to the end of the Performance Period; plus

I-10

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

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

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

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

I-11

EXHIBIT J

FORM OF SUB-ADVISORY AGREEMENT

JANUS RISK-MANAGED STOCK FUND

(A SERIES OF JANUS INVESTMENT FUND)

This SUB-ADVISORY AGREEMENT (the "Agreement") is entered into effective as
of the 1st day of [January 2006,] by and between JANUS CAPITAL MANAGEMENT LLC, a
Delaware limited liability company ("Janus") and ENHANCED INVESTMENT
TECHNOLOGIES, LLC, a Delaware limited liability company ("INTECH").

WHEREAS, Janus has entered into an Investment Advisory Agreement (the
"Advisory Agreement") with Janus Investment Fund, a Massachusetts business trust
(the "Trust") and an open-end, management investment company registered under
the Investment Company Act of 1940, as amended (the "1940 Act"), with respect to
Janus Risk-Managed Stock Fund, a series of the Trust (the "Fund") pursuant to
which Janus has agreed to provide investment advisory services with respect to
the Fund; and

WHEREAS, INTECH is engaged in the business of rendering investment advisory
services and is registered as an investment adviser under the Investment
Advisers Act of 1940, as amended (the "Advisers Act"); and

WHEREAS, Janus desires to retain INTECH to furnish investment advisory
services with respect to the Fund, and INTECH is willing to furnish such
services;

NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Duties of INTECH. Janus hereby engages the services of INTECH as
subadviser in furtherance of the Advisory Agreement. INTECH agrees to perform
the following duties, subject to the oversight of Janus and to the overall
control of the officers and the Board of Trustees (the "Trustees") of the Trust:

(a) INTECH shall manage the investment operations of the Fund and the
composition of its investment portfolio, shall determine without prior
consultation with the Trust or Janus, what securities and other assets of
the Fund will be acquired, held, disposed of or loaned, and place orders
for the purchase or sale of such securities or other assets with brokers,
dealers or others, all in conformity with the investment objectives,
policies and restrictions and the other statements concerning the Fund in
the Trust's trust instrument, as amended from time to time (the "Trust
Instrument"), bylaws and registration statements under the 1940 Act and the
Securities Act of 1933, as amended (the "1933 Act"), the Advisers Act, the
rules thereunder and all other applicable federal and state laws and
regulations, and the provisions of

J-1

the Internal Revenue Code of 1986, as amended (the "Code"), applicable to
the Trust, on behalf of the Fund, as a regulated investment company;

(b) INTECH shall cause its officers to attend meetings and furnish
oral or written reports, as the Trust or Janus may reasonably require, in
order to keep Janus, the Trustees and appropriate officers of the Trust
fully informed as to the condition of the investment portfolio of the Fund,
the investment decisions of INTECH, and the investment considerations which
have given rise to those decisions;

(c) INTECH shall maintain all books and records required to be
maintained by INTECH pursuant to the 1940 Act, the Advisers Act, and the
rules and regulations promulgated thereunder, as the same may be amended
from time to time, with respect to transactions on behalf of the Fund, and
shall furnish the Trustees and Janus with such periodic and special reports
as the Trustees or Janus reasonably may request. INTECH hereby agrees that
all records which it maintains for the Fund or the Trust are the property
of the Trust, agrees to permit the reasonable inspection thereof by the
Trust or its designees and agrees to preserve for the periods prescribed
under the 1940 Act and the Advisers Act any records which it maintains for
the Trust and which are required to be maintained under the 1940 Act and
the Advisers Act, and further agrees to surrender promptly to the Trust or
its designees any records which it maintains for the Trust upon request by
the Trust;

(d) INTECH shall submit such reports relating to the valuation of the
Fund's assets and to otherwise assist in the calculation of the net asset
value of shares of the Fund as may reasonably be requested;

(e) INTECH shall, on behalf of the Fund, exercise such voting rights,
subscription rights, rights to consent to corporate action and any other
rights pertaining to the Fund's assets that may be exercised, in accordance
with any policy pertaining to the same that may be adopted or agreed to by
the Trustees of the Trust, or, in the event that the Trust retains the
right to exercise such voting and other rights, to furnish the Trust with
advice as may reasonably be requested as to the manner in which such rights
should be exercised;

(f) At such times as shall be reasonably requested by the Trustees or
Janus, INTECH shall provide the Trustees and Janus with economic,
operational and investment data and reports, including without limitation
all information and materials reasonably requested by or requested to be
delivered to the Trustees of the Trust pursuant to Section 15(c) of the
1940 Act, and shall make available to the Trustees and Janus any economic,
statistical and investment services normally available to similar
investment company clients of INTECH; and

J-2

(g) INTECH will provide to Janus for regulatory filings and other
appropriate uses materially accurate and complete information relating to
INTECH as may be reasonably requested by Janus from time to time and,
notwithstanding anything herein to the contrary, INTECH shall be liable to
Janus for all damages, costs and expenses, including without limitation
reasonable attorney's fees (hereinafter referred to collectively as
"Damages"), incurred by Janus as a result of any material inaccuracies or
omissions in such information provided by INTECH to Janus, provided,
however, that INTECH shall not be liable to the extent that any Damages are
based upon inaccuracies or omissions made in reliance upon information
furnished to INTECH by Janus.

2. Further Obligations. In all matters relating to the performance of this
Agreement, INTECH shall act in conformity with the Trust's Amended and Restated
Declaration of Trust, bylaws and currently effective registration statements
under the 1940 Act and the 1933 Act and any amendments or supplements thereto
(the "Registration Statements") and with the written policies, procedures and
guidelines of the Fund, and written instructions and directions of the Trustees
and Janus and shall comply with the requirements of the 1940 Act, the Advisers
Act, the rules thereunder, and all other applicable federal and state laws and
regulations. Janus agrees to provide to INTECH copies of the Trust's Amended and
Restated Declaration of Trust, bylaws, Registration Statement, written policies,
procedures and guidelines and written instructions and directions of the
Trustees and Janus, and any amendments or supplements to any of them at, or, if
practicable, before the time such materials become effective.

3. Obligations of Janus. Janus shall have the following obligations under
this Agreement:

(a) To keep INTECH continuously and fully informed (or cause the
custodian of the Fund's assets to keep INTECH so informed) as to the
composition of the investment portfolio of the Fund and the nature of all
of the Fund's assets and liabilities from time to time;

(b) To furnish INTECH with a certified copy of any financial statement
or report prepared for the Fund by certified or independent public
accountants and with copies of any financial statements or reports made to
the Fund's shareholders or to any governmental body or securities exchange;

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

(d) To compensate INTECH for its services in accordance with the
provisions of Section 4 hereof.

J-3

4. Compensation. Janus shall pay to INTECH for its services under this
Agreement a fee, payable in United States dollars, at an annual rate of 0.26% of
the average daily net assets of the Fund, plus or minus one-half of any
performance adjustment paid to or incurred by Janus pursuant to the Advisory
Agreement between the Trust, on behalf of the Fund, and Janus. Fees paid to
INTECH shall be computed and accrued daily and payable monthly as of the last
day of each month during which or part of which this Agreement is in effect. For
the month during which this Agreement becomes effective and the month during
which it terminates, however, there shall be an appropriate proration of the fee
payable for such month based on the number of calendar days of such month during
which this Agreement is effective.

5. Expenses. INTECH shall pay all its own costs and expenses incurred in
rendering its service under this Agreement.

6. Representations of INTECH. INTECH hereby represents, warrants and
covenants to Janus as follows:

(a) INTECH: (i) is registered as an investment adviser under the
Advisers Act and will continue to be so registered for so long as this
Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the
Advisers Act from performing the services contemplated by this Agreement;
(iii) has met, and will continue to meet for so long as this Agreement
remains in effect, any other applicable federal or state requirements, or
the applicable requirements of any regulatory or industry self-regulatory
organization necessary to be met in order to perform the services
contemplated by this Agreement; (iv) has the legal and corporate authority
to enter into and perform the services contemplated by this Agreement; and
(v) will immediately notify Janus of the occurrence of any event that would
disqualify INTECH from serving as an investment adviser of an investment
company pursuant to Section 9(a) of the 1940 Act or otherwise, and of the
institution of any administrative, regulatory or judicial proceeding
against INTECH that could have a material adverse effect upon INTECH's
ability to fulfill its obligations under this Agreement.

(b) INTECH has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the 1940 Act and will provide Janus with a
copy of such code of ethics, together with evidence of its adoption. Within
45 days after the end of the last calendar quarter of each year that this
Agreement is in effect, the president or a vice president of INTECH shall
certify to Janus that INTECH has complied with the requirements of Rule
17j-1 during the previous year and that there has been no violation of
INTECH's code of ethics or, if such a violation has occurred, that
appropriate action was taken in response to such violation. Upon the
written request of Janus, INTECH shall permit Janus, its employees or its
agents to examine the

J-4

reports required to be made to INTECH by Rule 17j-1(c)(1) and all other
records relevant to INTECH's code of ethics.

(c) INTECH has provided Janus with a copy of its Form ADV as most
recently filed with the U.S. Securities and Exchange Commission ("SEC") and
will, promptly after filing any amendment to its Form ADV with the SEC,
furnish a copy of such amendment to Janus.

7. Representations of Janus. Janus hereby represents, warrants and
covenants to INTECH as follows:

(a) Janus (i) is registered as an investment adviser under the
Advisers Act and will continue to be so registered for so long as this
Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the
Advisers Act from fulfilling its obligations under this Agreement; (iii)
has met, and will continue to meet for so long as this Agreement remains in
effect, any other applicable federal or state requirements, or the
applicable requirements of any regulatory or industry self-regulatory
organization necessary to be met in order to fulfill its obligations under
this Agreement; (iv) has the legal and corporate authority to enter into
and perform this Agreement; and (v) will immediately notify INTECH of the
occurrence of any event that would disqualify Janus from serving as an
investment adviser of an investment company pursuant to Section 9(a) of the
1940 Act or otherwise, and of the institution of any administrative,
regulatory or judicial proceeding against Janus that could have a material
adverse effect upon Janus' ability to fulfill its obligations under this
Agreement.

(b) Janus has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the 1940 Act and will provide INTECH with
a copy of such code of ethics, together with evidence of its adoption.

(c) Janus has provided INTECH with a copy of its Form ADV as most
recently filed with the U.S. Securities and Exchange Commission ("SEC") and
will, promptly after filing any amendment to its Form ADV with the SEC,
furnish a copy of such amendment to INTECH.

8. Term. This Agreement shall become effective as of the date first set
forth above and shall continue in effect until [January 1, 2007] unless sooner
terminated in accordance with its terms, and shall continue in effect from year
to year thereafter only so long as such continuance is specifically approved at
least annually by (a) the vote of a majority of the Trustees of the Trust who
are not parties hereto or interested persons of the Trust, Janus or INTECH, cast
in person at a meeting called for the purpose of voting on the approval of the
terms of such renewal, and (b) either the Trustees of the Trust or the
affirmative vote of a majority of the outstanding voting securities of the Fund.
The annual approvals provided for herein shall be effective to continue this
Agreement from year to year if given within a
J-5

period beginning not more than ninety (90) days prior to [January 1] of each
applicable year, notwithstanding the fact that more than three hundred
sixty-five (365) days may have elapsed since the date on which such approval was
last given.

9. Termination. This Agreement may be terminated at any time, without
penalty, by the Trustees or by the shareholders of the Fund acting by vote of at
least a majority of its outstanding voting securities, provided in any such case
that 60 days' advance written notice of termination be given to INTECH at its
principal place of business. This Agreement may be terminated (i) by Janus or by
INTECH at any time, without penalty by giving 60 days' advance written notice of
termination to the other party, or (ii) by Janus or the Trust without advance
notice if INTECH becomes unable to discharge its duties and obligations under
this Agreement. In addition, this Agreement shall terminate, without penalty,
upon termination of the Advisory Agreement.

10. Assignment. This Agreement shall automatically terminate in the event
of its assignment.

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

12. Limitation on Personal Liability. All parties to this Agreement
acknowledge and agree that the Trust is a series trust and all debts,
liabilities, obligations and expenses incurred, contracted for or otherwise
existing with respect to a particular series shall be enforceable against the
assets held with respect to such series only, and not against the assets of the
Trust generally or against the assets held with respect to any other series and
further that no Trustee, officer or holder of shares of beneficial interest of
the Trust shall be personally liable for any of the foregoing.

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

J-6

14. Activities of INTECH. The services of INTECH hereunder are not to be
deemed to be exclusive, and INTECH is free to render services to other parties,
so long as its services under this Agreement are not materially adversely
affected or otherwise impaired thereby. Nothing in this Agreement shall limit or
restrict the right of any director, officer or employee of INTECH to engage in
any other business or to devote his or her time and attention in part to the
management or other aspects of any other business, whether of a similar or a
dissimilar nature. It is understood that Trustees, officers and shareholders of
the Trust are or may become interested in INTECH as directors, officers and
shareholders of INTECH, that directors, officers, employees and shareholders of
INTECH are or may become similarly interested in the Trust, and that INTECH may
become interested in the Trust as a shareholder or otherwise.

15. Third Party Beneficiary. The parties expressly acknowledge and agree
that the Trust is a third party beneficiary of this Agreement and that the Trust
shall have the full right to sue upon and enforce this Agreement in accordance
with its terms as if it were a signatory hereto. Any oversight, monitoring or
evaluation of the activities of INTECH by Janus, the Trust or the Fund shall not
diminish or relieve in any way the liability of INTECH for any of its duties and
responsibilities under this Agreement.

16. Notices. Any notice or other communication required to be given
pursuant to this Agreement shall be deemed duly given if delivered personally or
by overnight delivery service or mailed by certified or registered mail, return
receipt requested and postage prepaid, or sent by facsimile addressed to the
parties at their respective addresses set forth below, or at such other address
as shall be designated by any party in a written notice to the other party.

(a) To Janus at:

Janus Capital Management LLC
151 Detroit Street
Denver, Colorado 80206
Attention: General Counsel
Phone: (303) 333-3863
Fax: (303) 316-5728

(b) To INTECH at:

Enhanced Investment Technologies, LLC
2401 PGA Boulevard, Suite 200
Palm Beach Gardens, Florida 33410
Attention: President
Phone: (561) 775-1100
Fax: (561) 775-1150

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Janus Investment Fund
151 Detroit Street
Denver, Colorado 80206
Attention: General Counsel
Phone: (303) 333-3863
Fax: (303) 316-5728

17. Certain Definitions. The terms "vote of a majority of the outstanding
voting securities," "assignment," "approved at least annually," and "interested
persons" shall have the respective meanings specified in the 1940 Act, as now in
effect or hereafter amended, and the rules and regulations thereunder, subject
to such orders, exemptions and interpretations as may be issued by the SEC under
the 1940 Act and as may be then in effect.

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

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized officers designated below as of the day and year first
above written.

JANUS CAPITAL MANAGEMENT LLC

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

ENHANCED INVESTMENT
TECHNOLOGIES, LLC

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

J-8

EXHIBIT K

PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS
OF INTECH

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

E. Robert Fernholz.......... Enhanced Investment Chief Investment Officer,
Technologies, LLC Executive Vice President
and Working Director
Robert A. Garvy............. Enhanced Investment Chief Executive Officer,
Technologies, LLC President and Working
Director
David E. Hurley............. Enhanced Investment Chief Operating Officer and
Technologies, LLC Executive Vice President
Gary D. Black............... Enhanced Investment Working Director
Technologies, LLC
John H. Bluher.............. Enhanced Investment Vice President
Technologies, LLC
Steven L. Scheid............ Enhanced Investment Working Director
Technologies, LLC
John Zimmerman.............. Enhanced Investment Working Director
Technologies, LLC
</Table>

K-1

EXHIBIT L

NUMBER OF OUTSTANDING SHARES AND NET ASSETS

The following table shows, as of the close of business on the Record Date,
the number of outstanding shares and net assets of each class of each Fund, as
applicable:

<Table>
<Caption>
TOTAL NUMBER
OF SHARES
FUND OUTSTANDING NET ASSETS
---- ------------ ----------

Janus Balanced Fund.............................
Janus Contrarian Fund...........................
Janus Core Equity Fund..........................
Janus Enterprise Fund...........................
Janus Federal Tax-Exempt Fund...................
Janus Flexible Bond Fund........................
Janus Fund......................................
Janus Global Life Sciences Fund.................
Janus Global Opportunities Fund.................
Janus Global Technology Fund....................
Janus Government Money Market Fund
Retail........................................
Institutional.................................
Service.......................................
Janus Growth and Income Fund....................
Janus High-Yield Fund...........................
Janus Institutional Cash........................
Reserves Fund...................................
Janus Mercury Fund..............................
Janus Mid Cap Value Fund
Institutional.................................
Investor......................................
Janus Money Market Fund
Retail........................................
Institutional.................................
Service.......................................
Janus Olympus Fund..............................
Janus Orion Fund................................
Janus Overseas Fund.............................
</Table>

L-1

<Table>
<Caption>
TOTAL NUMBER
OF SHARES
FUND OUTSTANDING NET ASSETS
---- ------------ ----------

Janus Research Fund.............................
Janus Risk-Managed Stock Fund...................
Janus Short-Term Bond Fund......................
Janus Small Cap Value Fund
Institutional.................................
Investor......................................
Janus Tax-Exempt Money Market Fund
Retail........................................
Institutional.................................
Service.......................................
Janus Triton Fund...............................
Janus Twenty Fund...............................
Janus Venture Fund..............................
Janus Worldwide Fund............................
</Table>

L-2

EXHIBIT M

5% BENEFICIAL OWNERS OF SHARES

As of the Record Date, the following table lists those shareholders known
to own beneficially 5% or more of the outstanding shares of any class of shares
of any Fund.

<Table>
<Caption>
NAME AND ADDRESS OF NUMBER OF PERCENTAGE
NAME OF FUND AND CLASS BENEFICIAL OWNER SHARES OF CLASS
---------------------- ------------------- ------------- ----------

Balanced Fund............ Charles Schwab & Co. Inc. 20,339,741 17.15%
101 Montgomery Street
San Francisco, CA 94104-4122
National Financial Services Co. 18,370,241 15.49%
PO Box 3908
Church Street Station
New York, NY 10008-3908
The Guardian Insurance & Annuity Co. 6,646,324 5.60%
1560 Valley Center Pkwy., Suite 100
Bethlehem, PA 18017-2275
Contrarian Fund.......... Charles Schwab & Co. Inc. 23,897,007 12.13%
101 Montgomery Street
San Francisco, CA 94104-4122
National Financial Services Co. 13,224,694 6.71%
PO Box 3908
Church Street Station
New York, NY 10008-3908
Core Equity Fund......... Charles Schwab & Co. Inc. 4,912,325 16.08%
101 Montgomery Street
San Francisco, CA 94104-4122
National Financial Services Co. 3,158,075 10.34%
PO Box 3908
Church Street Station
New York, NY 10008-3908
Enterprise Fund.......... National Financial Services Co. 5,575,546 12.76%
PO Box 3908
Church Street Station
New York, NY 10008-3908
Charles Schwab & Co. Inc. 4,874,277 11.15%
101 Montgomery Street
San Francisco, CA 94104-4122
Merrill Lynch Pierce Fenner & Smith 2,370,694 5.42%
Inc.
4800 Deer Lake Drive East -- 3rd
Floor
Jacksonville, FL 32246-6484
Federal Tax-Exempt Charles Schwab & Co. Inc. 1,031,286 6.24%
Fund................... 101 Montgomery Street
San Francisco, CA 94104-4122
</Table>

M-1

<Table>
<Caption>
NAME AND ADDRESS OF NUMBER OF PERCENTAGE
NAME OF FUND AND CLASS BENEFICIAL OWNER SHARES OF CLASS
---------------------- ------------------- ------------- ----------

Flexible Bond Fund....... Charles Schwab & Co. Inc. 18,997,471 18.56%
101 Montgomery Street
San Francisco, CA 94104-4122
National Financial Services Co. 11,866,213 11.59%
PO Box 3908
Church Street Station
New York, NY 10008-3908
Global Life Sciences Charles Schwab & Co. Inc. 8,580,958 14.24%
Fund................... 101 Montgomery Street
San Francisco, CA 94104-4122
National Financial Services Co. 6,126,302 10.17%
PO Box 3908
Church Street Station
New York, NY 10008-3908
Global Opportunities Charles Schwab & Co. Inc. 2,174,184 15.84%
Fund................... 101 Montgomery Street
San Francisco, CA 94104-4122
Global Technology Fund... Charles Schwab & Co. Inc. 11,791,342 12.55%
101 Montgomery Street
San Francisco, CA 94104-4122
National Financial Services Co. 7,279,569 7.75%
PO Box 3908
Church Street Station
New York, NY 10008-3908
Government Money Market Comerica Bank 256,534,796 52.17%
Fund -- Institutional 411 W. Lafayette St., Mail Code 3455
Shares................. Detroit, MI 48226-3155
Janus Mid Cap Value Fund 55,000,000 11.18%
151 Detroit Street
Denver, CO 80206
Band And Co. 32,056,515 6.52%
PO Box 1787
Milwaukee, WI 53201-1787
Government Money Market EGAP & Co. 87,646,005 67.64%
Fund -- Service PO Box 820
Shares................. Burlington, VT 05402-0820
Wells Fargo Brokerage Services LLC 41,923,288 32.36%
608 Second Avenue S
Minneapolis, MN 55402-1916
Growth and Income Fund... Charles Schwab & Co. Inc. 41,989,493 25.34%
101 Montgomery Street
San Francisco, CA 94104-4122
National Financial Services Co. 13,947,618 8.42%
PO Box 3908
Church Street Station
New York, NY 10008-3908
</Table>

M-2

<Table>
<Caption>
NAME AND ADDRESS OF NUMBER OF PERCENTAGE
NAME OF FUND AND CLASS BENEFICIAL OWNER SHARES OF CLASS
---------------------- ------------------- ------------- ----------

High-Yield Fund.......... Charles Schwab & Co. Inc. 13,628,397 24.39%
101 Montgomery Street
San Francisco, CA 94104-4122
National Financial Services Co. 9,378,219 16.78%
PO Box 3908
Church Street Station
New York, NY 10008-3908
Citigroup Global Markets Inc. 4,918,681 8.80%
388 Greenwich Street
New York, NY 10013-2375
Institutional Cash Southern Ute Indian Tribe 171,284,885 12.16%
Reserves Fund.......... 116 Capote Drive
Ignacio, CO 81137
Cirrus Logic Inc. 72,268,128 5.13%
2901 Via Fortuna
Austin, TX 78746-7574
Janus Fund............... Charles Schwab & Co. Inc. 53,054,873 11.33%
101 Montgomery Street
San Francisco, CA 94104-4122
National Financial Services Co. 30,635,082 6.54%
PO Box 3908
Church Street Station
New York, NY 10008-3908
Mercury Fund............. National Financial Services Co. 40,738,046 19.89%
PO Box 3908
Church Street Station
New York, NY 10008-3908
Charles Schwab & Co. Inc. 25,538,758 12.47%
101 Montgomery Street
San Francisco, CA 94104-4122
Mid Cap Value Fund -- Charles Schwab & Co. Inc. 58,740,004 72.08%
Institutional Shares... 101 Montgomery Street
San Francisco, CA 94104-4122
Prudential Investment Mgmt. Service 21,376,508 19.81%
100 Mullberry Street
Newark, NJ 07102-4000
Mid Cap Value Fund -- Charles Schwab & Co. Inc. 46,642,378 25.72%
Investor Shares........ 101 Montgomery Street
San Francisco, CA 94104-4122
National Financial Services Corp. 40,609,040 22.40%
200 Liberty Street -- 5th Floor
New York, NY 10281-5503
Money Market Fund -- Comerica Bank 2,151,628,363 53.80%
Institutional Shares... 411 W. Lafayette St., Mail Code 3455
Detroit, MI 48226-3155
Thomas H. Bailey 221,496,300 5.54%
1000 Blue Heron Lane
Carbondale, CO 81623
</Table>

M-3

<Table>
<Caption>
NAME AND ADDRESS OF NUMBER OF PERCENTAGE
NAME OF FUND AND CLASS BENEFICIAL OWNER SHARES OF CLASS
---------------------- ------------------- ------------- ----------

Money Market Fund -- EGAP & Co. 19,706,998 71.96%
Service Shares......... PO Box 820
Burlington, VT 05402-0820
Wells Fargo Brokerage Services LLC 7,680,043 28.04%
608 Second Avenue S
Minneapolis, MN 55402-1916
Olympus Fund............. Charles Schwab & Co. Inc. 10,949,541 14.77%
101 Montgomery Street
San Francisco, CA 94104-4122
National Financial Services Co. 5,655,752 7.63%
PO Box 3908
Church Street Station
New York, NY 10008-3908
Orion Fund............... Charles Schwab & Co. Inc. 5,388,752 6.38%
101 Montgomery Street
San Francisco, CA 94104-4122
National Financial Services Co. 5,063,359 6.00%
PO Box 3908
Church Street Station
New York, NY 10008-3908
Overseas Fund............ Charles Schwab & Co. Inc. 19,707,562 22.80%
101 Montgomery Street
San Francisco, CA 94104-4122
National Financial Services Co. 13,589,721 15.72%
PO Box 3908
Church Street Station
New York, NY 10008-3908
Research Fund............ Charles Schwab & Co. Inc. 874,560 24.91%
101 Montgomery Street
San Francisco, CA 94104-4122
National Financial Services Co. 178,068 5.07%
PO Box 3908
Church Street Station
New York, NY 10008-3908
Risk-Managed Stock Charles Schwab & Co. Inc. 1,844,112 7.49%
Fund................... 101 Montgomery Street
San Francisco, CA 94104-4122
Short-Term Bond Fund..... Charles Schwab & Co. Inc. 8,688,789 11.92%
101 Montgomery Street
San Francisco, CA 94104-4122
National Financial Services Co. 3,773,158 5.18%
PO Box 3908
Church Street Station
New York, NY 10008-3908
</Table>

M-4

<Table>
<Caption>
NAME AND ADDRESS OF NUMBER OF PERCENTAGE
NAME OF FUND AND CLASS BENEFICIAL OWNER SHARES OF CLASS
---------------------- ------------------- ------------- ----------

Small Cap Value Fund -- JP Morgan Chase Bank 5,741,499 15.03%
Institutional Shares... 4 New York Plaza -- 2nd Floor
New York, NY 10004-2413
National Financial Services Corp. 4,324,446 11.32%
200 Liberty Street -- 5th Floor
New York, NY 10281-5503
Vanguard Fiduciary Trust Co. 3,950,117 10.34%
PO Box 2600, VM 613
Valley Forge, PA 19482-2600
Charles Schwab & Co. Inc. 3,062,529 8.02%
101 Montgomery Street
San Francisco, CA 94104-4122
Mitra & Co. 2,966,086 7.76%
1000 N. Water Street
Milwaukee, WI 53202-6648
Small Cap Value Fund -- National Financial Services Co. 8,357,765 18.78%
Investor Shares........ PO Box 3908
Church Street Station
New York, NY 10008-3908
Northern Trust Co. 4,757,378 10.69%
PO Box 92994
Chicago, IL 60675-2994
Charles Schwab & Co. Inc. 3,750,787 8.43%
101 Montgomery Street
San Francisco, CA 94104-4122
Merrill Lynch Pierce Fenner & Smith 3,416,043 7.67%
Inc.
4800 Deer Lake Drive East -- 3rd
Floor
Jacksonville, FL 32246-6484
Tax-Exempt Money Market John M. O'Quinn 28,829,744 66.23%
Fund -- Institutional 3518 Travis Street
Shares................. Houston, TX 77002-9542
Triton Fund.............. Charles Schwab & Co. Inc. 328,328 10.59%
101 Montgomery Street
San Francisco, CA 94104-4122
Twenty Fund.............. Charles Schwab & Co. Inc. 18,036,479 8.83%
101 Montgomery Street
San Francisco, CA 94104-4122
National Financial Services Co. 15,476,138 7.58%
PO Box 3908
Church Street Station
New York, NY 10008-3908
Nationwide QPVA 10,475,353 5.13%
PO Box 182029
Columbus, OH 43218-2029
Venture Fund............. Charles Schwab & Co. Inc. 2,253,626 9.74%
101 Montgomery Street
San Francisco, CA 94104-4122
</Table>

M-5

<Table>
<Caption>
NAME AND ADDRESS OF NUMBER OF PERCENTAGE
NAME OF FUND AND CLASS BENEFICIAL OWNER SHARES OF CLASS
---------------------- ------------------- ------------- ----------

Worldwide Fund........... Charles Schwab & Co. Inc. 24,577,928 19.64%
101 Montgomery Street
San Francisco, CA 94104-4122
National Financial Services Co. 20,479,859 16.37%
PO Box 3908
Church Street Station
New York, NY 10008-3908
</Table>

To the knowledge of the Funds, except for Janus Capital's ownership, [no
person beneficially owns 25% or more of a class of shares of any Fund.] Entities
shown herein that own 25% or more of a class of a Fund, unless otherwise
indicated, are not the beneficial owners of such shares.

M-6

EXHIBIT N

LEGAL MATTERS

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

A number of civil lawsuits were brought against Janus Capital and certain
of its affiliates, the Janus funds, and related entities and individuals based
on allegations similar to those announced by the above regulators and were filed
in several state and federal jurisdictions. Such lawsuits alleged a variety of
theories for recovery including, but not limited, to the federal securities
laws, other federal statutes (including ERISA), and various common law
doctrines. The Judicial Panel on Multidistrict Litigation transferred these
actions to the United States District Court for the District of Maryland (the
"Court") for coordinated proceedings. On September 29, 2004, five consolidated
amended complaints were filed in that court. These complaints are the operative
complaints in the coordinated proceedings and, as a practical matter, supersede
the previously filed complaints. The five complaints generally include: (i)
claims by a putative class of investors in the Janus funds asserting claims on
behalf of the investor class; (ii) derivative claims by investors in the Janus
funds ostensibly on behalf of the Janus funds; (iii) claims on behalf of
participants in the Janus 401(k) plan; (iv) claims brought on behalf of
shareholders of Janus Capital Group Inc. ("JCGI") on a derivative basis against
the Board of Directors of JCGI; and (v) claims by a putative class of
shareholders of JCGI asserting claims on behalf of the shareholders. Each of the
five complaints name JCGI and/or Janus Capital as a defendant. In addition, the
following are named as defendants in one or more of the actions: Janus
Investment Fund ("JIF"), Janus Aspen Series ("JAS"), Janus Adviser Series
("JAD"), Janus Distributors LLC, Enhanced Investment Technologies, LLC
("INTECH"), Bay Isle Financial LLC ("Bay Isle"), Perkins, Wolf, McDonnell and
Company, LLC ("Perkins"), the Advisory Committee of the Janus 401(k) plan, and
the current or former directors of JCGI.

On August 25, 2005, the Court entered orders dismissing most of the claims
asserted against Janus Capital and its affiliates by fund investors (actions (i)
and (ii) described above). In the fund investor class action, the Court
dismissed all claims except one claim under Section 10(b) of the Securities
Exchange Act of 1934 and one claim under Section 36(b) of the Investment Company
Act of 1940.
N-1

The state-law claims were dismissed with leave to amend; all other claims were
dismissed without leave to amend. In the fund derivative action, the court
dismissed all claims except one claim under Section 36(b) of the Investment
Company Act of 1940. All other claims were dismissed without leave to amend.

The Attorney General's Office for the State of West Virginia filed a
separate market timing related civil action against Janus Capital and several
other non-affiliated mutual fund companies, claiming violations under the West
Virginia Consumer Credit and Protection Act and requesting certain monetary
penalties, among other relief. Janus Capital has removed this case to federal
court and has requested that it transfer to the District of Maryland for
coordination with the lawsuits described above.

In addition to the "market timing" actions described above, one
consolidated civil lawsuit is pending in the U.S. District Court for the
District of Colorado against Janus Capital, challenging the investment advisory
fees charged by Janus Capital to certain Janus funds. The consolidated amended
complaint asserts claims under Section 36(b) of the Investment Company Act of
1940.

A lawsuit was also filed against Janus Capital and certain affiliates in
the U.S. District Court for the District of Colorado alleging that Janus Capital
failed to ensure that certain Janus funds participated in securities class
action settlements for which the funds were eligible. The complaint asserts
claims under Sections 36(a), 36(b), and 47(b) of the Investment Company Act,
breach of fiduciary duty and negligence.

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

N-2

[JANUS LOGO]

151 Detroit Street
Denver, Colorado 80206-4928

FORM OF
JANUS INVESTMENT FUND

THIS PROXY IS BEING SOLICITED BY THE
TRUSTEES OF JANUS INVESTMENT FUND

This Proxy shall be voted on the Proposals described in the accompanying Proxy
Statement as specified below. The undersigned hereby appoints Kelley A. Howes,
Girard C. Miller and Jesper Nergaard, or any of them, as attorneys, with full
power of substitution, to vote the shares of the above-referenced Fund which the
undersigned is entitled to vote at the Special Meeting of Shareholders to be
held at the JW Marriott Hotel, 150 Clayton Lane, Denver, CO on November 22, 2005
at 10:00 a.m. Mountain Time and at any adjournments of such meeting. As to any
other matter that comes before the meeting, the persons appointed above may vote
in accordance with their best judgment. The undersigned hereby acknowledges
receipt of the accompanying Proxy Statement and Notice of Special Meeting.

To vote by Telephone

1) Read the Proxy Statement and have this proxy card at hand.

2) Call ________________.

3) Enter the control number on this proxy card and follow the simple
instructions.

To vote by Internet

1) Read the Proxy Statement and have this proxy card at hand.

2) Go to www.proxyvote.com.

3) Enter the control number on this proxy card and follow the simple
instructions.

To vote by Mail

1) Read the Proxy Statement.

2) Check the appropriate boxes on this proxy card.

3) Sign and date the proxy card.

4) Return the proxy card in the envelope provided.

<Table>

TO VOTE, MARK BLOCKS IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
</Table>

<Table>

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

[FUND]

THE TRUSTEES RECOMMEND VOTING "FOR" EACH PROPOSAL LISTED BELOW.

1. ELECTION OF TRUSTEES

For Withhold For All To withhold authority to vote, mark
All All Except "For All Except" and write the
nominee's number on the line
below.
01) Jerome S. Contro
02) William F. McCalpin
03) John W. McCarter, Jr.
04) Dennis B. Mullen
05) James T. Rothe
06) William D. Stewart
07) Martin H. Waldinger
08) Linda S. Wolf
09) Thomas H. Bailey
[ ] [ ] [ ]
---------------------------

FOR AGAINST ABSTAIN

2. APPROVAL OF ELIMINATION OF A FUNDAMENTAL [ ] [ ] [ ]
INVESTMENT POLICY FOR JANUS FLEXIBLE BOND FUND

3. INVESTMENT ADVISORY AGREEMENT

(a) Approve Amendments to a Fund's Investment [ ] [ ] [ ]
Advisory Agreement Between JCM on Behalf
of Certain Funds

(b) Approve New Investment Advisory Agreement [ ] [ ] [ ]
Between JCM and the Trust on Behalf of Certain
Funds that Would Introduce a Performance Incentive
Investment Advisory Fee Structure for the Funds

4. APPROVE A NEW SUB-ADVISORY AGREEMENT BETWEEN JCM,
ON BEHALF OF JANUS RISK-MANAGED STOCK FUND,
AND INTECH THAT WOULD INTRODUCE A PERFORMANCE
INCENTIVE SUBADVISORY FEE STRUCTURE

[ ] [ ] [ ]

If you sign, date and return this Proxy but do not fill in a box above, we will
vote your shares "FOR" that Proposal.

Note: Please sign exactly as your name appears on the Proxy. If you are signing
this Proxy in a fiduciary capacity, for example as a trustee, please state that
capacity along with your signature.

--------------------------------------------- ----------------------------------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
</Table>