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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:

[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[X] 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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3) Filing Party:

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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
JANUS INVESTMENT FUND
(THE "TRUST")
(JANUS LOGO)

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 follows:

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

Proposal 2. For shareholders of Janus Flexible Bond Fund only, to
approve the elimination of the Fund's fundamental policy
regarding investments in 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 the Fund's
investment advisory agreement with Janus Capital Management
LLC ("JCM") to conform to prevailing industry practice.

Proposal 3.b. To approve an amended 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
index for the following Funds:

3.b.i. Janus Contrarian Fund
3.b.ii. Janus Mercury Fund
3.b.iii. Janus Mid Cap Value Fund
3.b.iv. Janus Research Fund
3.b.v. Janus Risk-Managed Stock Fund
3.b.vi. Janus Worldwide Fund

Proposal 4. For shareholders of Janus Risk-Managed Stock Fund only, to
approve an amended 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 index.

As noted above, shareholders of certain Funds will be asked to approve
changing 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 its benchmark index. The
Trustees believe that moving to a fee schedule that moves upward or downward
based upon the performance of the Fund better aligns the interests of the
shareholders of the Fund with those of the Fund's manager. Please read the Proxy
Statement for a description of the performance-based fee structure and other
changes you are being asked to approve.

YOUR VOTE IS IMPORTANT TO US. PLEASE TAKE A FEW MINUTES TO REVIEW THE
ENCLOSED PROXY STATEMENT AND COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
CARD(S), OR VOTE YOUR SHARES BY INTERNET OR TELEPHONE, AS DESCRIBED ON THE
ENCLOSED PROXY CARD(S), 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 (the "Trust," each separate series thereof, a "Fund") 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 approve the elimination of the Fund's
fundamental policy regarding investments in
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") to conform to prevailing industry
practice.

Proposal 3.b.: To approve an amended 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 index for the
following Funds:

3.b.i. Janus Contrarian Fund
3.b.ii. Janus Mercury Fund
3.b.iii. Janus Mid Cap Value Fund
3.b.iv. Janus Research Fund
3.b.v. Janus Risk-Managed Stock Fund
3.b.vi. Janus Worldwide Fund

Proposal 4: For shareholders of Janus Risk-Managed Stock Fund
only, to approve an amended 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 index.

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 17, 2005

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance to
you and may 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 17, 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," "Board of
Trustees" or the "Trustees") of JIF to approve proposals that have already been
approved by the Board.

The 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 17, 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
COMPUTERSHARE AT 1-866-340-4019, 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 eight "independent" Trustees and
one "interested" Trustee. The election of Trustees will be determined by
the affirmative vote of a plurality (the greatest number of affirmative
votes) of the shares of all Funds of the Trust voting in person or by
proxy at the Meeting.

- PROPOSAL 2 applies to Janus Flexible Bond Fund only and seeks 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
total 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 ("JCM" or "Janus Capital")
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.
Approval of this Proposal requires the vote of a 1940 Act Majority of a
Fund.

- PROPOSAL 3.B. seeks approval of an amended investment advisory agreement
between JCM and the Trust, on behalf of the Funds voting on Proposals
3.b.i., 3.b.ii., 3.b.iii., 3.b.iv., 3.b.v., and 3.b.vi. that changes the
investment advisory fee rate payable to JCM by the Fund from a fixed rate
to a rate that adjusts upward or downward based upon the Fund's
performance relative to its benchmark index. Approval of Proposal 3.b
with respect to the following Funds (each voting separately) requires a
1940 Act Majority of the Fund.

3.b.i. Janus Contrarian Fund
3.b.ii. Janus Mercury Fund
3.b.iii. Janus Mid Cap Value Fund
3.b.iv. Janus Research Fund
3.b.v. Janus Risk-Managed Stock Fund
3.b.vi. Janus Worldwide Fund

- PROPOSAL 4 applies to Janus Risk-Managed Stock Fund only and seeks
approval of an amended subadvisory agreement between JCM, on behalf of
the Fund, and Enhanced Investment Technologies, LLC ("INTECH"). Under the
amended 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 index. Approval of Proposal 4 requires a 1940 Act Majority of
the Fund.

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

<Table>
<Caption>
PROPOSALS
--------------------------------------------------------------------------------
3.B.
3.A. (3.B.I., 3.B.II., 3.B.III., 4
2 (ADVISORY 3.B.IV., 3.B.V., 3.B.VI.) (INTECH
1 (ELIMINATE AGREEMENT (JANUS PERFORMANCE-
(TRUSTEE FUNDAMENTAL CONFORMING PERFORMANCE-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
</Table>

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

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

* Each Fund will vote separately on this Proposal.

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, under the 1940 Act, 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. The Board has determined it to be in the best interest
of the Funds and their shareholders to expand the Board to nine members, but the
Trustees cannot take this action without shareholder vote due to the 1940 Act
restriction noted above. 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 POLICY REGARDING
INVESTMENTS IN INCOME-PRODUCING SECURITIES FOR JANUS FLEXIBLE BOND FUND?

Eliminating Janus Flexible Bond Fund's fundamental investment policy to
normally invest 80% of 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 fundamental. 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 Fund.

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

Shareholders of certain Funds will be asked to approve amendments to a
Fund's investment advisory agreement with Janus Capital to conform to prevailing
industry practice and clarify that Janus Capital has investment discretion over
the Funds it manages. 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. The proposed conforming 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 relative to its benchmark index 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 index and would
increase during periods when the Fund outperforms its benchmark index. Janus
Capital believes that the proposed advisory fee structure will enable it to
maintain the quality of services it provides to the Funds and to 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 the Fund's
current investment advisory agreement with Janus Capital do not approve such
proposal(s), as applicable, 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 1-866-340-4019.

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. Seven of the nine
nominees currently serve as Trustees of the Trust. The other two nominees were
each recommended by a current Independent Trustee. Each nominee has consented to
serve as a Trustee and to being named in this Proxy Statement. The persons named
as proxies on the enclosed proxy card(s) will vote for the election of the
nominees named below unless authority to vote for any or all of the nominees is
withheld.

If elected, each Trustee will serve as a Trustee until the next meeting of
shareholders, if any, called for the purpose of electing Trustees or until the
election and qualification of a successor. If a Trustee sooner dies, resigns,
retires (required at age 72) or is removed as provided in the organizational
documents of the Trust, the

Board may, in its discretion and subject to the 1940 Act, select another person
to fill the vacant position. If any or all of the nominees should become
unavailable for election at the Meeting due to events not now known or
anticipated, the 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 PRINCIPAL OCCUPATION(S) DURING PAST
LENGTH OF OVERSEEN OR TO BE 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 Partner, Tango Group, a private
Age 49 investment firm (since 1999).
Nominee N/A 65 Trustee and Chairman of RS
Investment Trust (since 2001);
Director, IZZE Beverages; and
Director, MyFamily.com, Inc.
(genealogical research website).

William F. McCalpin Executive Vice President and Chief
Age 47 Operating Officer of The
Trustee 6/02-Present 65 Rockefeller Brothers Fund (a
private family foundation). Trustee
and Vice President, Asian Cultural
Council.

John W. McCarter, Jr. President and Chief Executive
Age 66 Officer of The Field Museum of
Trustee 6/02-Present 65 Natural History (Chicago, IL).
Chairman of the Board and Director,
Divergence Inc. (biotechnology
firm); Director, A.M. Castle & Co.
(metals distributor) and W.W.
Grainger, Inc. (industrial
distributor); 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 Chairman and Chief Executive
Age 61 Officer, Red Robin Gourmet Burgers,
Chairman 3/04-Present Inc. (since 2005). Formerly,
Trustee 2/71-Present 65* private investor. Director, Red
Robin Gourmet Burgers, Inc.;
Director, Janus World Funds Plc
(Dublin-based, non-U.S. funds).
</Table>

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

* Mr. Mullen also serves as director of Janus World Funds Plc ("JWF"), an
offshore entity, consisting of 21 portfolios. Including JWF and the 65
portfolios comprising the Janus Funds, Mr. Mullen oversees 86 portfolios.

James T. Rothe Co-founder and Managing Director,
Age 61 Roaring Fork Capital Partners
Trustee 1/97-Present 65 (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); and Distinguished
Visiting Professor of Business
(2001-2002), Thunderbird University
(American Graduate School of
International Management), Phoenix,
AZ. Director, Red Robin Gourmet
Burgers, Inc.

William D. Stewart Corporate Vice President and
Age 60 General Manager of MKS
Trustee 6/84-Present 65 Instruments-HPS Products, Boulder,
CO (a manufacturer of vacuum
fittings and valves).

Martin H. Waldinger Private Investor and Consultant to
Age 66 California Planned Unit
Trustee 8/69-Present 65 Developments. Formerly, CEO and
President, Marwal, Inc. (homeowner
association management company).

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

NOMINEE AS INTERESTED TRUSTEE

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

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

GENERAL INFORMATION REGARDING THE BOARD OF TRUSTEES

The Trust is governed by the 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, including administration, distribution, and shareholder
servicing, provided to each Fund and its shareholders by JCM, any subadvisers to
a Fund, and any affiliates of JCM.

At least annually, the Trustees review and evaluate the fees and operating
expenses paid by each Fund for these services and negotiate such changes as 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 eight regular meetings and ten 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 or necessary. The membership and chairperson of each
committee is appointed by the Trustees upon recommendation of the Trust's
Nominating and Governance Committee.

Audit Committee. The Audit Committee reviews the Trust's financial
reporting process, the system of internal controls over financial reporting,
disclosure controls and procedures, Form N-CSR filings and the audit process.
The Committee's review of the audit process includes, among other things,
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 performs audits of 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
12

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 compliance with, the Governance
Procedures and Guidelines adopted by the Trustees. 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.

The Committee's principal criterion for selection of candidates for the
Board of Trustees is their ability to contribute to the overall functioning of
the Board of Trustees and to carry out the responsibilities of the Trustees. In
considering a potential candidate's qualifications to serve as a Trustee, the
Committee may also take into account a wide variety of other 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
13

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 24 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, Mr. Bailey owned 5.46% of shares of Janus
Money Market Fund - Institutional Shares; Ron Sachs, Executive Vice President
and Portfolio Manager of Janus Triton Fund owned 4.84% of the Fund; and James
Goff, Executive Vice President and Portfolio Manager of Janus Research Fund
owned 7.91% of the Fund. All other nominees, Trustees and executive officers of
the Funds individually owned less than 1% of the outstanding shares of each
Fund. 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, 8.81% 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.

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 INDEPENDENT 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 Plc, 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
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: APPROVE 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 suggested by a fund's name (the
"names rule"), Janus Flexible Income Fund adopted a policy to normally invest at
least 80% of its assets in income-producing securities. Such policy was adopted
as fundamental. 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 non-fundamental and is in addition to the
fundamental policy to invest in income-producing securities. The Trustees
believe that these two policies are largely duplicative and propose eliminating
Janus Flexible Bond Fund's fundamental policy regarding its investments in
income-producing securities. Elimination of a fundamental policy requires
shareholder approval.

In addition, the proposal to eliminate Janus Flexible Bond Fund's policy to
invest 80% of assets in 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. "Bonds," as that term is defined in Janus Flexible Bond
Fund's prospectus, currently include mortgage-backed securities, corporate
bonds, government bonds, convertible bonds and zero coupon bonds. Any change to
Janus Flexible Bond Fund's non-fundamental policy on bond investments would
require 60 days' prior notice to shareholders before implementation.

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

REQUIRED VOTE

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

Approval of Proposal 2 requires the affirmative vote of a 1940 Act Majority
of the Fund eligible to be voted at the Meeting.

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

PROPOSAL 3: PROPOSED AMENDED
INVESTMENT ADVISORY AGREEMENTS

INTRODUCTION

On September 20, 2005, the Board of Trustees approved certain conforming
amendments to the Investment Advisory Agreements between the Trust, on behalf of
certain Funds, and JCM (collectively, the "Proposed Amended Advisory Agreements"
and each individually, a "Proposed Amended Advisory Agreement"), and authorized
the submission of those amendments to the applicable Funds' shareholders for
their approval. The primary purpose of these amendments is to conform to
prevailing industry practice; however, the proposed changes, on their face, may
be considered "material" changes requiring shareholder approval. A description
of the proposed amendments is provided in further detail below under
"Description of the Proposed Amended Advisory Agreements."

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.

On September 20, 2005 and October 19, 2005, the Board of Trustees also
approved and ratified amended Investment Advisory Agreements (collectively, the
"Proposed Amendments" and each individually, a "Proposed Amendment") 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 that changes the annual rate for fees paid to JCM by each Fund
pursuant to its Current Advisory Agreement (described below) from a fixed-rate
fee to one that adjusts upward or downward based upon a Fund's performance
relative to its benchmark index. Such a change in fee structure requires
shareholder
17

approval. The Board of Trustees authorized the submission of the Proposed
Amendments to shareholders of the applicable Funds for their approval as
described in Proposal 3.b. below. For Janus Contrarian Fund, Janus Mercury Fund,
Janus Research Fund and Janus Worldwide Fund, the Proposed Amendments would be
incorporated into the Proposed Amended Advisory Agreements for these Funds
discussed in Proposal 3.a. below.

A copy of a form of Proposed Amendment for Janus Contrarian Fund, Janus
Mercury Fund, Janus Research Fund, and Janus Worldwide Fund is attached as
Exhibit F to this Proxy Statement. A copy of a form of Proposed Amendment for
Janus Mid Cap Value Fund and Janus Risk-Managed Stock Fund is attached as
Exhibit G 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 Funds' shareholders. The
investment advisory fee a Fund pays to JCM decreases when the Fund is not
performing well relative to its benchmark index and increases during periods
when the Fund outperforms its benchmark index. 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 to 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 H to this Proxy Statement.
Certain employees of JCM and/or its affiliates serve as officers of the Trust.
Certain officers and interested Trustees of the Trust are shareholders of JCG.

JCM (together with its predecessors) has served as an investment adviser
since 1970. As of September 1, 2005, the Janus Funds that JCM advises consisted
of 65 portfolios offering 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 June 30,
2005, JCM had approximately $130.3 billion 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 I to this
Proxy Statement.

DESCRIPTION OF THE CURRENT ADVISORY AGREEMENTS

Under each Current Advisory Agreement, JCM provides each Fund with
continuing investment management services. For all Funds except Janus Risk-
Managed Stock Fund and Janus Mid Cap Value 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 other policies and
instructions as the Trustees may from time to time determine. For Janus
Risk-Managed Stock Fund, JCM has delegated these responsibilities to 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(s) each
manages pursuant to the subadvisory agreement between JCM and each of INTECH and
Perkins. JCM may be compensated by the Trust for administrative services it
provides to Janus Mid Cap Value Fund and Janus Risk-Managed Stock Fund, as
described on page 60 of this Proxy Statement. JCM may also 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 separate Administration Agreements
between JCM and the Trust on behalf of each of these money market funds, as
described on page 60 of this Proxy Statement

The Funds pay all expenses incident to their organization, operations and
business not specifically assumed by JCM, INTECH or Perkins, as applicable,
including custodian and transfer agency fees and expenses, brokerage commissions
and dealer spreads and other expenses in connection with the execution of
portfolio transactions, legal and accounting expenses, interest, taxes, a
portion of trade association or other investment company organization dues and
expenses, registration fees, expenses of shareholders' meetings, reports to
shareholders, fees and expenses of Independent Trustees, and other costs of
complying with applicable laws regulating the sale of Fund shares. Information
concerning services provided by Janus Distributors LLC ("Janus Distributors"),
the Funds' distributor, and Janus Services LLC ("Janus Services"), the Funds'
transfer agent, each a wholly-owned subsidiary of JCM, and a description of any
fees paid by the Funds to Janus Distributors and Janus Services, is provided on
page 58 of this Proxy Statement.

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. Current Advisory Agreements for Janus Research Fund and Janus
Triton Fund were initially approved by the Trustees, including all of the
Independent Trustees, on December 2, 2004. Each Fund's Current Advisory
Agreement continues in effect until July 1, 2006 and thereafter from year to
year as 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 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 Mid Cap Value Fund....... July 1, 2004 March 7, 2003(2)
Janus Money Market Fund........ April 3, 2002 January 31, 2002(1)
</Table>

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

Janus Olympus Fund............. July 1, 2004 January 31, 2002(1)
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 Risk-Managed Stock
Fund......................... July 1, 2004 February 28, 2003(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>

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

* The date of the Current Advisory Agreement is normally the date of Trustee
approval of the agreement, which may differ from the date last submitted to
shareholders.
(1) Approved by shareholders in connection with a transaction involving sale of
shares of JCM by Thomas H. Bailey.
(2) Approved by the initial shareholder in connection with the Fund's
commencement of operations.

DESCRIPTION OF CURRENT ADVISORY FEE

Pursuant to its Current Advisory Agreement, each Fund pays JCM an
investment advisory fee for its services, 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 Mid Cap Value Fund(1)........... 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%
</Table>

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

Janus Worldwide Fund.................. 0.60%
Janus Balanced Fund................... 0.55%
Janus Risk-Managed Stock Fund(2)...... 0.50%
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%
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>

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

(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 otherwise 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. If Proposal 3.b.iii. is
approved, Perkins will receive a fee from the Fund that will adjust upward
or downward based upon the Fund's Investor Shares' performance relative to
the Russell Midcap(R) Value Index.
(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. See Proposal 4 for information regarding a
proposed amended subadvisory agreement between JCM and INTECH that
incorporates a performance-based advisory fee paid by JCM to INTECH.

Through March 1, 2007 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, as
applicable, 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 Mid Cap Value Fund................ 16,992 501
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 Risk-Managed Stock Fund........... 764 488(3)
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.
(3) JCM voluntarily waived the Fund's management fee through June 25, 2004.

PROPOSAL 3.A. APPROVE CONFORMING AMENDMENTS TO INVESTMENT ADVISORY
AGREEMENTS BETWEEN JCM AND THE TRUST ON BEHALF OF CERTAIN FUNDS

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

DESCRIPTION OF THE PROPOSED AMENDED ADVISORY AGREEMENTS

Other than 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, in addition
to the proposed amendments to the Funds' Current Advisory Agreements as
described in this Proposal 3.a., one additional change to your Fund's Current
Advisory Agreement is proposed to be incorporated into the Proposed Amended
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 has investment discretion to manage the Fund's investments.
Rather, the Current Advisory Agreement could be read to provide that JCM will
make recommendations solely in an advisory capacity. The Proposed Amended
Advisory Agreement for each Fund would remove references to JCM acting solely in
an advisory capacity and clarify that JCM has authority to execute transactions
based on its investment recommendations on behalf of the Fund.

Although, as a technical matter, these amendments could be read to increase
the scope of JCM's authority, they are not expected to result in a change in the
way the Funds' investments are managed. In large part, this is because, although
each portfolio manager is an employee of JCM, the Trustees have previously
elected each Fund's portfolio manager as a Fund officer and have specifically
authorized such officers to place orders to purchase and sell Fund investments.

The proposed amendments are consistent with recommendations made by an
independent compliance consultant engaged by JCM as a result of a settlement
reached between JCM and the SEC in August 2004. 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 Agreements
between JCM and the Trust on behalf of each of these Funds already contain 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 an 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. ("Lipper"), 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 management on at least a quarterly basis. In addition, the
Trustees reviewed the resources and key personnel of JCM and each subadviser,
especially those who provide investment management services to the Funds. The
Trustees also considered other services provided to the Funds by JCM or the
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 and, if applicable, the 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 and with
the Fund's benchmark index. 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 (investment advisory and administrative) 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.

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 any other compensation
payable by each Fund to JCM and its affiliates, as well as the fees paid by JCM
or a Fund 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 (except four Funds that have breakpoints) 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 any applicable
contractual expense limitations, was below the mean management fee rate of the
Fund's peer group selected by Lipper. The Trustees also took note that, 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 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. As noted under Proposal 3.b., it is proposed that the advisory
fees payable by certain Funds be modified to reflect a performance-based
structure under which the rate of fee would increase or decrease from the
current fixed rate if the Fund outperforms or underperforms its benchmark index
over a trailing period. Such a fee structure is likely to increase or decrease
JCM's economies of scale, depending on whether the effective rate of the fee is
increased or decreased. 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 reflect a sharing
between JCM and the Fund of economies of scale at the current asset level of the
Fund.
27

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 Current
Advisory Agreement for each Fund was in the best interest of the Fund and its
shareholders. The Independent Trustees also approved the Proposed Amended
Advisory Agreement for each Fund, concluding that such Proposed Amended Advisory
Agreement 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 will 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.
Shareholders of Janus Contrarian Fund, Janus Mercury Fund, Janus Research Fund
and Janus Worldwide Fund may approve other amendments to such Funds' Current
Advisory Agreements as described in Proposal 3.b.

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

PROPOSAL 3.B. APPROVE PROPOSED AMENDMENTS TO INVESTMENT ADVISORY
AGREEMENTS 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 Research Fund, Janus Risk-Managed
Stock Fund and Janus Worldwide Fund. Each Fund will vote separately on this
Proposal. Shareholders of Janus Contrarian Fund will vote on Proposal 3.b.i.
Shareholders of Janus Mercury Fund will vote on Proposal 3.b.ii. Shareholders of
Janus Mid Cap Value Fund will vote on Proposal 3.b.iii. Shareholders of Janus
Research Fund will vote on Proposal 3.b.iv. Shareholders of Janus Risk-Managed
Stock Fund will vote on Proposal 3.b.v. Shareholders of Janus Worldwide Fund
will vote on Proposal 3.b.vi.

DESCRIPTION OF THE PROPOSED AMENDMENTS ON PERFORMANCE FEES

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, after giving
effect to the Proposed Amendments, the Current Advisory Agreements will remain
substantially unchanged, except for the effective date of the Proposed
Amendments and the renewal dates. It is anticipated that the same services will
be provided under the Advisory Agreements before and after the Proposed
Amendments.

The proposed investment advisory fee to be paid to JCM by each of these
Funds will consist of two components: (1) a base management fee calculated by
applying the current specified fixed-rate of the advisory fee to the Fund's
average daily net assets during the previous month ("Base Fee"), plus or minus
(2) a performance-fee adjustment ("Performance Adjustment") calculated by
applying a variable rate of up to 0.15% (positive or negative) to the Fund's
average daily net assets during the applicable performance measurement period.
The performance measurement period generally will be the previous 36 months,
although no Performance Adjustment will be made until a Proposed Amendment has
been in effect for at least 12 months. When a Proposed Amendment 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
Amendment took effect. The Base Fee is calculated and accrued daily. The
Performance Adjustment is calculated monthly in arrears and is accrued evenly
each day throughout the month. The investment advisory fee is paid monthly in
arrears.

For each Fund, the fixed rate used in computing the Base Fee will be the
same as that used in computing the fee paid to JCM by the Fund under its Current
Advisory Agreement. The Performance Adjustment may result in an increase or
decrease in the investment advisory fee paid by a Fund, depending upon the
investment performance of the Fund relative to its benchmark index over the
performance measurement period. No Performance Adjustment will be applied
29

unless the difference between the Fund's investment performance and the
investment record of the Fund's benchmark index is 0.50% or greater (positive or
negative) during the applicable performance measurement period. Because the
Performance Adjustment is tied to a Fund's relative performance to its benchmark
index (and not its absolute performance), the Performance Adjustment could
increase JCM's fee even if the Fund's shares lose value during the performance
measurement period and could decrease JCM's fee even if the Fund's shares
increase in value during the performance measurement period. For purposes of
computing the Base Fee and the Performance Adjustment, net assets will be
averaged over different periods (average daily net assets during the previous
month for the Base Fee, versus average daily net assets during the performance
measurement period for the Performance Adjustment). Performance of a Fund is
calculated net of expenses whereas a Fund's benchmark index does not have any
fees or expenses. Reinvestment of dividends and distributions are included in
calculating both the performance of a Fund and the Fund's benchmark index.

For Janus Mid Cap Value Fund, the investment performance of the Fund's
Investor Shares ("Investor Shares") for the performance measurement period will
be used to calculate the Performance Adjustment. After JCM determines whether
Janus Mid Cap Value Fund's performance was above or below its benchmark index by
comparing the investment performance of the Fund's Investor Shares against the
investment record of the Fund's benchmark index, JCM will apply the same
Performance Adjustment (positive or negative) across each other class of shares
of the Fund.

For the Funds other than Janus Mid Cap Value Fund, should the Trustees
subsequently decide to divide shares of a Fund into two or more separate
classes, the oldest class of shares will be used for purposes of determining the
Performance Adjustment. After JCM determines whether a Fund's performance was
above or below its benchmark index by comparing the investment performance of
the Fund's oldest share class against the investment record of the Fund's
benchmark index, JCM will apply the same Performance Adjustment (positive or
negative) across each other class of shares of the Fund.

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

the staff of the SEC (the "Staff") that any changes to a class of shares
selected for purposes of calculating the Performance Adjustment will require
shareholder approval. If there is a change in the Staff's position, the Trustees
will notify the shareholders of such change in position at such time as the
Trustees may determine that a change in such selected class is appropriate.

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

It is not possible to predict the effect of the Performance Adjustment on
future overall compensation to JCM since it will depend on the performance of
each Fund relative to the record of the Fund's benchmark index and future
changes to the size of each Fund.

If the average daily net assets of a Fund remain constant during a 36 month
performance measurement period, current net assets will be the same as average
net assets over the performance measurement period and the maximum Performance
Adjustment will be equivalent to 0.15% of current net assets. When current net
assets vary from net assets over the 36 month performance measurement period,
the Performance Adjustment, as a percentage of current assets, may vary
significantly, including at a rate more or less than 0.15%, depending upon
whether the net assets of the Fund had been increasing or decreasing (and the
amount of such increase or decrease) during the performance measurement period.
Note that if net assets for a Fund were increasing during the performance
measurement period, the total performance fee paid, measured in dollars, would
be more than if that Fund had not increased its net assets during the
performance measurement period.

Suppose, for example, that the Performance Adjustment was being computed
after the assets of a Fund had been shrinking. Assume its monthly Base Fee was
1/12th of 0.60% of average daily net assets during the previous month. Assume
also that average daily net assets during the 36 month performance measurement
period were $500 million, but that average daily net assets during the preceding
month were just $200 million.

The Base Fee would be computed as follows:

$200 million x 0.60% / 12 = $100,000

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

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

If the Fund had outperformed its benchmark index, the total advisory fee
rate for that month would be $162,500, which is approximately 1/12th of 0.975%
of $200 million.

If the Fund had underperformed its benchmark index, the total advisory fee
rate for that month would be $37,500, which is approximately 1/12th of 0.225% of
$200 million.

Therefore, the total advisory fee rate for that month, as a percentage of
average net assets during the preceding month, would be approximately 1/12th of
0.975% in the case of outperformance, or approximately 1/12th of 0.225% in the
case of underperformance. Under extreme circumstances, involving
underperformance by a rapidly shrinking Fund, the dollar amount of the
Performance Adjustment could be more than the dollar amount of the Base Fee. In
such circumstances, JCM would reimburse the applicable Fund.

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

The Base Fee would be computed as follows:

$800 million x 0.60% / 12 = $400,000

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

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

If the Fund had outperformed its benchmark index, the total advisory fee
rate for that month would be $462,500, which is approximately 1/12th of 0.694%
of $800 million.

If the Fund had underperformed its benchmark index, the total advisory fee
rate for that month would be $337,500, which is approximately 1/12th of 0.506%
of $800 million.

Therefore, the total advisory fee rate for that month, as a percentage of
average net assets during the preceding month, would be approximately 1/12th of
0.694% in the case of outperformance or approximately 1/12th of 0.506% in the
case of underperformance.

If approved for a Fund, the Proposed Amendment described in this Proposal
3.b. (and each applicable subsection of Proposal 3.b.) and the amended fee
schedule for that Fund are expected to become effective on January 1, 2006.
However, as noted above, for the first 12 months after the effective date, only
the Fund's Base Fee rate will apply.

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
benchmark index are shown in the following table:

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

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

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

* The S&P 500(R) Index is Standard & Poor's composite index of 500 stocks, a
widely recognized, unmanaged index of common stock prices.
** The Russell 1000(R) Growth Index measures the performance of those Russell
1000 companies with higher price-to-book ratios and higher forecasted
growth rates.
*** The Russell Midcap(R) Value Index measures the performance of those
Russell Midcap companies with lower price-to-book ratios and lower
forecasted growth rates.
**** The Russell 1000(R) Index measures the performance of the largest 1000
companies in the Russell 3000(R) Index.
***** The Morgan Stanley Capital International ("MSCI") World(SM) Index is a
market capitalization weighted index composed of companies representative
of the market structure of 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
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 otherwise 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, Janus Mid Cap Value Fund paid Perkins a
subadvisory fee at the annual rate of 0.32% of the Fund's average daily
net assets. If Proposal 3.b.iii. is approved, Perkins will receive a fee
from the Fund that will adjust upward or downward based upon the Fund's
performance relative to the Russell Midcap(R) Value Index.
## 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. See Proposal 4 for information regarding a
proposed amended subadvisory agreement between JCM and INTECH that
incorporates a performance-based fee paid by JCM to INTECH.

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

The following table shows: (1) the dollar amount of the actual advisory
fees paid by each Fund, before and after all applicable waivers, for the fiscal
year ended October 31, 2004; (2) the dollar amount of the pro forma advisory
fees that would have been paid by each Fund, before and after all applicable
waivers, if the proposed performance-based fee structure had been in effect
during such fiscal year; and (3) for each Fund, the difference between (i) the
amount of the pro forma advisory fees, net of any waivers, that would have been
paid under the performance-based fee structure and (ii) the amount of the actual
advisory fees paid, net of any waivers, expressed as a percentage of the actual
advisory fees' amount. Such percentage difference is positive when the amount of
the pro forma advisory fees would have been larger than the amount of the actual
advisory fees paid by a Fund and negative when the amount of the pro forma
advisory fees would have been smaller than the amount of the actual advisory
fees paid by the Fund. For purposes of pro forma calculations, it is assumed
that the Performance Adjustment would have been in effect during the entire
fiscal year ended October 31, 2004 and that it would have been calculated over
the full preceding 36 month performance measurement period (for Janus
Risk-Managed Stock Fund, the period from the Fund's date of inception: February
28, 2003 to October 31, 2004). No information is shown for Janus Research Fund
as that Fund had not commenced operations as of October 31, 2004.

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

Janus Contrarian
Fund............... 16,155 N/A 16,155 19,102 N/A 19,102 18.24%
Janus Mercury Fund... 32,393 N/A 32,393 32,019 N/A 32,019 (1.15)%
Janus Mid Cap Value
Fund*.............. 16,992 N/A 16,992 17,818 N/A 17,818 4.86%
Janus Risk-Managed
Stock Fund......... 764 488** 276 798 522** 276 0%
Janus Worldwide
Fund............... 58,977 N/A 58,977 37,551 N/A 37,551 (36.33)%
</Table>

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

* As described in this Proxy Statement, any Performance Adjustment included in
calculating the Pro Forma Advisory Fees for Janus Mid Cap Value Fund is based
on the investment performance of the Fund's Investor Shares versus the Fund's
benchmark index over the 36 month period ended October 31, 2004. The Fund's
Investor Shares commenced operations on April 17, 2003. For the period prior
to April 21, 2003, any Performance Adjustment is based on the investment
performance of Investor Shares of Berger Mid Cap Value Fund, the predecessor
to the Fund's Investor Shares that were acquired pursuant to a tax-free
reorganization on April 21, 2003.
** JCM voluntarily waived a portion of its management fee through June 25, 2004.

3.B.I. JANUS CONTRARIAN FUND

The following hypothetical examples illustrate the application of the
Performance Adjustment for the Fund. The examples assume that the average daily
net assets of the Fund remain constant during a 36 month performance measurement
period. The Performance Adjustment would be a smaller percentage of current
assets if the net assets of the Fund were increasing during the performance
measurement period, and a greater percentage of current assets if the net assets
of the Fund were decreasing during the performance measurement period. All
numbers in the examples are rounded to the nearest hundredth percent. The net
assets of the Fund as of the fiscal years ended October 31, 2003 and October 31,
2004 were $2,498,836,023 and $2,383,958,752, respectively.

The monthly maximum positive or negative Performance Adjustment of 1/12th
of 0.15% of average net assets during the prior 36 months occurs if the Fund
outperforms or underperforms its benchmark index by 7.00% over the same period.
The Performance Adjustment is made in even increments for every 0.50% difference
in the investment performance of the Fund compared to the investment record of
the S&P 500(R) Index.

EXAMPLE 1: FUND OUTPERFORMS ITS BENCHMARK BY 7%

If the Fund has outperformed the S&P 500(R) Index by 7% during the
preceding 36 months, the Fund would calculate the investment advisory fee as
follows:

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

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

EXAMPLE 2: FUND PERFORMANCE TRACKS ITS BENCHMARK

If the Fund has tracked the performance of the S&P 500(R) Index during the
preceding 36 months, the Fund would calculate the investment advisory fee as
follows:

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

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

EXAMPLE 3: FUND UNDERPERFORMS ITS BENCHMARK BY 7%

If the Fund has underperformed the S&P 500(R) Index by 7% during the
preceding 36 months, the Fund would calculate the investment advisory fee as
follows:

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

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

COMPARISON OF CURRENT AND PRO FORMA EXPENSES

The following tables describe the shareholder fees and annual fund
operating expenses that you may pay if you buy and hold shares of the Fund under
the current fee structure and proposed performance-based fee structure. For
purposes of pro forma calculations, it is assumed that the Performance
Adjustment would have been in effect during the entire fiscal year ended October
31, 2004 and that it would have been calculated over the full preceding 36 month
performance measurement period. The fees and expenses shown were determined
based upon net assets as of the fiscal year ended October 31, 2004, restated,
for current expenses, to reflect a reduction in the Fund's management fee,
effective July 1, 2004. For the 36 month period ended October 31, 2004, the Fund
outperformed its benchmark index (by more than 7%) and the fiscal year end
average daily net assets were higher than the trailing 36 month average daily
net assets, resulting in the pro forma management fee shown in the Annual Fund
Operating Expenses table below for the Fund.

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

SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)(1)

(CURRENT AND PRO FORMA STRUCTURE)

<Table>

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

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

(1) For shares purchased through an intermediary, your financial intermediary
may charge a separate fee for purchases and sales of shares.

ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)

<Table>
<Caption>
TOTAL ANNUAL
MANAGEMENT OTHER OPERATING
FEE EXPENSES EXPENSES
---------- -------- ------------

JANUS CONTRARIAN FUND
Current............................. 0.64% 0.33% 0.97%
Pro Forma........................... 0.76% 0.33% 1.09%
</Table>

EXAMPLES:

THE FOLLOWING EXAMPLES ARE BASED ON EXPENSES AS SHOWN IN THE TABLES ABOVE.
These examples are intended to help you compare the cost of investing in the
Fund

under both the current fee structure and the proposed fee structure with the
cost of investing in other mutual funds. The examples assume that you invest
$10,000 in the Fund for the time periods indicated. Since no sales load applies,
the results apply whether or not you redeem your shares at the end of the
periods shown. The examples also assume that your investment has a 5% return
each year and that the Fund's operating expenses remain the same. The pro forma
calculations assume that the Performance Adjustment had been in effect for a 36
month period as of the end of the last fiscal year. 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
Pro Forma...................... 111 347 601 1,329
</Table>

3.B.II. JANUS MERCURY FUND

The monthly maximum positive or negative Performance Adjustment of 1/12th
of 0.15% of average net assets during the prior 36 months occurs if the Fund
outperforms or underperforms its benchmark index by 5.00% over the same period.
The Performance Adjustment is made in even increments for every 0.50% difference
in the investment performance of the Fund compared to the investment record of
the Russell 1000(R) Growth Index.

EXAMPLE 1: FUND OUTPERFORMS ITS BENCHMARK BY 5%

If the Fund has outperformed the Russell 1000(R) Growth Index by 5% during
the preceding 36 months, the Fund would calculate the investment advisory fee as
follows:

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

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

EXAMPLE 2: FUND PERFORMANCE TRACKS ITS BENCHMARK

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

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

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

EXAMPLE 3: FUND UNDERPERFORMS ITS BENCHMARK BY 5%

If the Fund has underperformed the Russell 1000(R) Growth Index by 5%
during the preceding 36 months, the Fund would calculate the investment advisory
fee as follows:

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

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

COMPARISON OF CURRENT AND PRO FORMA EXPENSES

The following tables describe the shareholder fees and annual fund
operating expenses that you may pay if you buy and hold shares of the Fund under
the current fee structure and proposed performance-based fee structure. For
purposes of pro forma calculations, it is assumed that the Performance
Adjustment would have been in effect during the entire fiscal year ended October
31, 2004 and that it would have been calculated over a full 36 month performance
measurement period. The fees and expenses shown were determined based upon net
assets as of the fiscal year ended October 31, 2004, restated, for current
expenses, to reflect a reduction in the Fund's management fee, effective July 1,
2004. For the 36 month period ended October 31, 2004, the Fund outperformed its
benchmark index and the fiscal year end average daily net assets were lower than
the trailing 36 month average daily net assets, resulting in the pro forma
management fee shown in the Annual Fund Operating Expenses table below for the
Fund.

SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)(1)

(CURRENT AND PRO FORMA STRUCTURE)

<Table>

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

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

(1) For shares purchased through an intermediary, your financial intermediary
may charge a separate fee for purchases and sales of shares.

ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)

<Table>
<Caption>
TOTAL ANNUAL
MANAGEMENT OTHER OPERATING
FEE EXPENSES EXPENSES
---------- -------- ------------

JANUS MERCURY FUND
Current............................. 0.64% 0.32% 0.96%
Pro Forma........................... 0.64% 0.32% 0.96%
</Table>

EXAMPLES:

THE FOLLOWING EXAMPLES ARE BASED ON EXPENSES AS SHOWN IN THE TABLES ABOVE.
These examples are intended to help you compare the cost of investing in the
Fund under both the current fee structure and the proposed fee structure with
the cost of investing in other mutual funds. The examples assume that you invest
$10,000 in the Fund for the time periods indicated. Since no sales load applies,
the results apply whether or not you redeem your shares at the end of the
periods shown. The examples also assume that your investment has a 5% return
each year and that the Fund's operating expenses remain the same. The pro forma
calculations assume that the Performance Adjustment had been in effect for a 36
month period as of the end of the last fiscal year. 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 MERCURY FUND
Current........................ $98 $306 $531 $1,178
Pro Forma...................... 98 306 531 1,178
</Table>

3.B.III. JANUS MID CAP VALUE FUND

bers in the examples are rounded to the nearest hundredth percent. The net
assets of the Fund as of the fiscal years ended October 31, 2003 and October 31,
2004 were $1,786,654,223 and $3,443,324,533, respectively.

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

EXAMPLE 1: FUND OUTPERFORMS ITS BENCHMARK BY 4%

If the Fund has outperformed the Russell Midcap(R) Value Index by 4% during
the preceding 36 months, the Fund would calculate the investment advisory fee as
follows:

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

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

EXAMPLE 2: FUND PERFORMANCE TRACKS ITS BENCHMARK

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

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

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

EXAMPLE 3: FUND UNDERPERFORMS ITS BENCHMARK BY 4%

If the Fund has underperformed the Russell Midcap(R) Value Index by 4%
during the preceding 36 months, the Fund would calculate the investment advisory
fee as follows:

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

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

Under the terms of the current Sub-Advisory 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 otherwise paid to JCM by the Fund
(and JCM's fee is thereby reduced by 50% to account for the fee paid directly to
Perkins). This means that pursuant to the terms of the Proposed Amendment, the
subadvisory fee rate for fees paid by the Fund to Perkins will adjust upward or
downward in line with the advisory fee rate for fees paid by the Fund to JCM
based on Janus Mid Cap Value Fund's Investor Shares' performance relative to the
Russell Midcap(R) Value Index. If Proposal 3.b.iii. is not approved, Perkins
will

continue to receive a subadvisory fee from the Fund that is equal to 50% of the
advisory fee otherwise 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.

COMPARISON OF CURRENT AND PRO FORMA EXPENSES

The following tables describe the shareholder fees and annual fund
operating expenses that you may pay if you buy and hold shares of the Fund under
the current fee structure and proposed performance-based fee structure, without
giving effect to any fee waivers. For purposes of pro forma calculations, it is
assumed that the Performance Adjustment would have been in effect during the
entire fiscal year ended October 31, 2004 and that it would have been calculated
over a full 36 month performance measurement period. The fees and expenses shown
were determined based upon net assets as of the fiscal year ended October 31,
2004, restated, for current expenses, to reflect a reduction in the Fund's
management fee, effective July 1, 2004. For the 36 month period ended October
31, 2004, the Fund underperformed its benchmark index and the fiscal year end
average daily net assets were higher than the trailing 36 month average daily
net assets, resulting in the pro forma management fee shown in the Annual Fund
Operating Expenses table below for the Fund.

The Trust has entered into an expense waiver agreement with Janus Services
with respect to Institutional Shares of Janus Mid Cap Value Fund. Pursuant to
that expense waiver agreement, Janus Services has agreed to waive transfer
agency fees applicable to and paid by Janus Mid Cap Value Fund's Institutional
Shares by an amount that exceeds 0.77% of average daily net assets of the Fund's
total operating expenses through March 1, 2007, as described in a footnote to
the Annual Fund Operating Expense table below. As a result of the expense waiver
agreement, the actual current Total Annual Operating Expenses for Institutional
Shares of Janus Mid Cap Value Fund are less than the amount listed in the table
below. The pro forma Total Annual Operating Expenses shown below for Janus Mid
Cap Value Fund's Institutional Shares may be less if such expense waiver was
included in that amount (for periods through March 1, 2007).

SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)(1)

(CURRENT AND PRO FORMA STRUCTURE)

<Table>

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

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

(1) For shares purchased through an intermediary, your financial intermediary
may charge a separate fee for purchases and sales of shares.

ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)

<Table>
<Caption>
TOTAL ANNUAL
MANAGEMENT OTHER OPERATING
FEE(1) EXPENSES(2) EXPENSES
---------- ----------- ------------

JANUS MID CAP VALUE FUND
INVESTOR SHARES
Current............................. 0.64% 0.30% 0.94%
Pro Forma........................... 0.67% 0.30% 0.97%
INSTITUTIONAL SHARES(3)
Current............................. 0.64% 0.26% 0.90%
Pro Forma........................... 0.67% 0.26% 0.93%
</Table>

EXAMPLES:

THE FOLLOWING EXAMPLES ARE BASED ON EXPENSES WITHOUT WAIVERS AS SHOWN IN
THE TABLES ABOVE. These examples are intended to help you compare the cost of
investing in the Fund under both the current fee structure and the proposed fee
structure with the cost of investing in other mutual funds. The examples assume
that you invest $10,000 in the Fund for the time periods indicated. Since no
sales load applies, the results apply whether or not you redeem your shares at
the end of the periods shown. The examples also assume that your investment has
a 5% return each year and that the Fund's operating expenses without waivers
remain the same. The pro forma calculations assume that the Performance
Adjustment had been in effect for a 36 month period. 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 MID CAP VALUE FUND
INVESTOR SHARES
Current........................ $96 $300 $520 $1,155
Pro Forma*..................... 99 309 536 1,190
INSTITUTIONAL SHARES
Current........................ $92 $287 $498 $1,108
Pro Forma*..................... 95 296 515 1,143
</Table>

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

(1) Any Performance Adjustment included in calculating the Pro Forma Management
Fee is based on the investment performance of the Fund's Investor Shares
versus the Fund's benchmark index over the 36 month period ended October 31,
2004. The Fund's Investor Shares commenced operations on April 17, 2003. For
the period prior to April 21, 2003, any Performance Adjustment is based on
the investment performance of Investor Shares of Berger Mid Cap Value Fund,
the predecessor to the Fund's Investor Shares that were acquired pursuant to
a tax-free reorganization on April 21, 2003. Once the Performance Adjustment
is determined, it is applied across each other class of shares of the Fund.
(2) Included in Other Expenses is an administrative services fee of 0.05% of
average daily net assets of the Fund to compensate JCM for providing certain
administrative services including, but not limited to, recordkeeping and
registration functions.
(3) Expenses are stated without contractual expense waivers by Janus Services.
Janus Services has contractually agreed until March 1, 2007 to waive the
transfer agency fees applicable to the Fund's Institutional Shares necessary
to ensure that the total expense ratio does not exceed an annual rate of
0.77% of average daily net assets (excluding items not normally considered
operating expenses such as legal claims and expenses, litigation costs and
any indemnification related thereto).
* The Pro Forma numbers include a pro forma management fee calculated as
described in the text and related footnote for the Fund that accompany the
fee table above.

3.B.IV. JANUS RESEARCH FUND

The Fund is a new fund that commenced operations on February 25, 2005 and,
accordingly, the net assets of the Fund are expected to be increasing during the
performance measurement period, which is likely to result in a Performance
Adjustment that will be a smaller percentage of the Fund's current assets than
would be the case if the Fund's net assets remained constant during the entire
performance measurement period. The net assets of Janus Research Fund as of
September 30, 2005 (seven months of operations) were $42,356,468.

The monthly maximum positive or negative Performance Adjustment of 1/12th
of 0.15% of average net assets during the prior 36 months occurs if the Fund
outperforms or underperforms its benchmark index by 6.00% over the same period.
The Performance Adjustment is made in even increments for every 0.50% difference
in the investment performance of the Fund compared to the investment record of
the Russell 1000(R) Index.

EXAMPLE 1: FUND OUTPERFORMS ITS BENCHMARK BY 6%

If the Fund has outperformed the Russell 1000(R) Index by 6% during the
preceding 36 months, the Fund would calculate the investment advisory fee as
follows:

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

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

EXAMPLE 2: FUND PERFORMANCE TRACKS ITS BENCHMARK

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

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

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

EXAMPLE 3: FUND UNDERPERFORMS ITS BENCHMARK BY 6%

If the Fund has underperformed the Russell 1000(R) Index by 6% during the
preceding 36 months, the Fund would calculate the investment advisory fee as
follows:

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

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

COMPARISON OF CURRENT AND PRO FORMA EXPENSES

The following tables describe the shareholder fees and annual fund
operating expenses that you may pay if you buy and hold shares of the Fund,
without giving effect to any fee waivers. Current expense information reflects
estimated annualized expenses the Fund expects to incur during its initial
fiscal year. No information is available under the pro forma fee structure as
the Fund had not commenced operations as of the end of the Trust's most recent
fiscal year.

The Trust, on behalf of the Fund, has entered into an expense waiver
agreement with JCM. In the expense waiver agreement, JCM has agreed to reduce
certain annual Fund operating expenses to the extent that total operating
expenses

exceed a specific percentage of average daily net assets, subject to certain
limitations described in the expense waiver agreement. Additional details with
respect to the expense waiver agreement are described in the footnotes to the
Annual Fund Operating Expenses table listed below. As a result of the expense
waiver agreement, the actual Total Annual Operating Expenses may be less than
the amount listed in the table.

SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)(1)

(CURRENT AND PRO FORMA STRUCTURE)

<Table>

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

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

(1) For shares purchased through an intermediary, your financial intermediary
may charge a separate fee for purchases and sales of shares.

ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)

<Table>
<Caption>
TOTAL ANNUAL
MANAGEMENT OTHER OPERATING
FEE EXPENSES(1) EXPENSES(2)
---------- ----------- ------------

JANUS RESEARCH FUND
Current.......................... 0.64% 0.83% 1.47%
Pro Forma........................ -- -- --
</Table>

EXAMPLES:

THE FOLLOWING EXAMPLES ARE BASED ON EXPENSES WITHOUT WAIVERS AS SHOWN IN
THE TABLES ABOVE. These examples are intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds. The
examples assume that you invest $10,000 in the Fund for the time periods
indicated. Since no sales load applies, the results apply whether or not you
redeem your shares at the end of the periods shown. The examples also assume
that your investment has a 5% return each year and that the Fund's operating
expenses without waivers remain the same. No pro forma information is available
for the Fund as this Fund has only been in operation since February 25, 2005.
Although your actual costs may be higher or lower, based on these assumptions,
your costs would be:

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

JANUS RESEARCH FUND
Current........................................... $150 $465
Pro Forma......................................... -- --
</Table>

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

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

(2) Total Annual Operating Expenses do not reflect the application of a
contractual expense waiver by JCM. JCM has contractually agreed to waive the
Fund's total operating expenses (excluding items not normally considered
operating expenses such as brokerage commissions, interest, taxes and
extraordinary expenses) to the extent such operating expenses exceed 1.25%
of average daily net assets on the fiscal year ending date in which the
agreement is in effect. Because a fee waiver will have a positive effect on
a Fund's performance, a fee waiver that is in place during the period when
the Performance Adjustment applies may effect the Performance Adjustment in
a way that is favorable to JCM. It is possible that the cumulative dollar
amount of additional compensation ultimately payable to JCM will, under some
circumstances, exceed the cumulative dollar amount of fees waived by JCM.
The current agreement will be in effect until March 1, 2007, unless
terminated, revised or extended. Additionally, the current agreement does
not contain any provisions allowing for the recoupment of any fees waived.

3.B.V. JANUS RISK-MANAGED STOCK FUND

The following hypothetical examples illustrate the application of the
Performance Adjustment for the Fund. The examples assume that the average daily
net assets of the Fund remain constant during a 36 month performance measurement
period. The Performance Adjustment would be a smaller percentage of current
assets if the net assets of the Fund were increasing during the performance
measurement period, and a greater percentage of current assets if the net assets
of the Fund were decreasing during the performance measurement period. All
numbers in the examples are rounded to the nearest hundredth percent. The net
assets of the Fund as of the fiscal period ended October 31, 2003 (period from
February 28, 2003, the Fund's inception date) and the fiscal year ended October
31, 2004 were $88,935,565 and $181,903,217, respectively.

The monthly maximum positive or negative Performance Adjustment of 1/12th
of 0.15% of average net assets during the prior 36 months occurs if the Fund
outperforms or underperforms its benchmark index by 4.00% over the same period.
The Performance Adjustment is made in even increments for every 0.50% difference
in the investment performance of the Fund compared to the investment record of
the S&P 500(R) Index.

EXAMPLE 1: FUND OUTPERFORMS ITS BENCHMARK BY 4%

If the Fund has outperformed the S&P 500(R) Index by 4% during the
preceding 36 months, the Fund would calculate the investment advisory fee as
follows:

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

1/12th of 0.50% 1/12th of 0.15% 1/12th of 0.65%
</Table>

EXAMPLE 2: FUND PERFORMANCE TRACKS ITS BENCHMARK

If the Fund has tracked the performance of the S&P 500(R) Index during the
preceding 36 months, the Fund would calculate the investment advisory fee as
follows:

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

1/12th of 0.50% 0.00 1/12th of 0.50%
</Table>

EXAMPLE 3: FUND UNDERPERFORMS ITS BENCHMARK BY 4%

If the Fund has underperformed the S&P 500(R) Index by 4% during the
preceding 36 months, the Fund would calculate the investment advisory fee as
follows:

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

1/12th of 0.50% 1/12th of -0.15% 1/12th of 0.35%
</Table>

COMPARISON OF CURRENT AND PRO FORMA EXPENSES

The following tables describe the shareholder fees and annual fund
operating expenses that you may pay if you buy and hold shares of the Fund under
the current fee structure and proposed performance-based fee structure, without
giving effect to any fee waivers. For purposes of pro forma calculations, it is
assumed that the Performance Adjustment would have been in effect during the
entire fiscal year ended October 31, 2004 and that it would have been calculated
over the period February 28, 2003 to October 31, 2004 (since the inception of
the Fund). The fees and expenses shown were determined based upon net assets as
of the fiscal year ended October 31, 2004, restated, for current expenses, to
reflect a reduction in the Fund's management fee, effective July 1, 2004. For
the February 28, 2003 to October 31, 2004 period, the Fund outperformed its
benchmark index and the fiscal year end average daily net assets were higher
than the trailing 20 month average daily net assets, resulting in the pro forma
management fee shown in the Annual Fund Operating Expenses table below for the
Fund.

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

SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)(1)

(CURRENT AND PRO FORMA STRUCTURE)

<Table>

Maximum Sales Charge (Load) Imposed On Purchases
(% of offering price)............................ None
Redemption Fee on Shares held for three months or
less (as a % of amount redeemed)................. 2.00%(2)
Exchange Fee....................................... None(3)
</Table>

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

(1) For shares purchased through an intermediary, your financial intermediary
may charge a separate fee for purchases and sales of shares.
(2) The Redemption Fee may be waived in circumstances.
(3) An exchange of shares held for three months or less may be subject to the
Fund's 2.00% Redemption Fee.

ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)

<Table>
<Caption>
TOTAL ANNUAL
MANAGEMENT OTHER OPERATING
FEE(1) EXPENSES(2) EXPENSES
---------- ----------- ------------

JANUS RISK-MANAGED STOCK FUND
Current.......................... 0.50% 0.48% 0.98%
Pro Forma........................ 0.62% 0.48% 1.10%
</Table>

EXAMPLES:

THE FOLLOWING EXAMPLES ARE BASED ON EXPENSES WITHOUT WAIVERS AS SHOWN IN
THE TABLES ABOVE. These examples are intended to help you compare the cost of
investing in the Fund under both the current fee structure and the proposed fee
structure with the cost of investing in other mutual funds. The examples assume
that you invest $10,000 in the Fund for the time periods indicated. Since no
sales load applies, the results apply whether or not you redeem your shares at
the end of the periods shown. The examples also assume that your investment has
a 5% return each year and that the Fund's operating expenses without waivers
remain the same. The pro forma calculations assume that the Performance
Adjustment had been in effect for the February 28, 2003 to October 31, 2004
period (since Fund inception). 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 RISK-MANAGED STOCK FUND
Current........................ $100 $312 542 $1,201
Pro Forma...................... 112 350 606 1,340
</Table>

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

(1) JCM's voluntary waiver of the Fund's management fee terminated June 25,
2004.
(2) 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.

3.B.VI. JANUS WORLDWIDE FUND

bers in the examples are rounded to the nearest hundredth percent. The net
assets of the Fund as of the fiscal years ended October 31, 2003 and October 31,
2004 were $11,340,655,005 and $7,074,320,561, respectively.

The monthly maximum positive or negative Performance Adjustment of 1/12th
of 0.15% of average net assets during the prior 36 months occurs if the Fund
outperforms or underperforms its benchmark index by 6.00% over the same period.
The Performance Adjustment is made in even increments for every 0.50% difference
in the investment performance of the Fund compared to the investment record of
the MSCI World(SM) Index.

EXAMPLE 1: FUND OUTPERFORMS ITS BENCHMARK BY 6%

If the Fund performance has outperformed the MSCI World(SM) Index by 6%
during the preceding 36 months, the Fund would calculate the investment advisory
fee as follows:

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

1/12th of 0.60% 1/12th of 0.15% 1/12th of 0.75%
</Table>

EXAMPLE 2: FUND PERFORMANCE TRACKS ITS BENCHMARK

If the Fund performance has tracked the performance of the MSCI World(SM)
Index during the preceding 36 months, the Fund would calculate the investment
advisory fee as follows:

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

1/12th of 0.60% 0.00 1/12th of 0.60%
</Table>

EXAMPLE 3: FUND UNDERPERFORMS ITS BENCHMARK BY 6%

If the Fund has underperformed the MSCI World(SM) Index by 6% during the
preceding 36 months, the Fund would calculate the investment advisory fee as
follows:

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

1/12th of 0.60% 1/12th of -0.15% 1/12th of 0.45%
</Table>

COMPARISON OF CURRENT AND PRO FORMA EXPENSES

Fund's management fee, effective July 1, 2004. For the 36 month period ended
October 31, 2004, the Fund underperformed its benchmark index (by more than 6%)
and the fiscal year end average daily net assets were lower than the trailing 36
month average daily net assets, resulting in the pro forma management fee shown
in the Annual Fund Operating Expenses table below for the Fund.

SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)(1)

(CURRENT AND PRO FORMA STRUCTURE)

<Table>

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

ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)

<Table>
<Caption>
TOTAL ANNUAL
MANAGEMENT OTHER OPERATING
FEE EXPENSES EXPENSES
---------- -------- ------------

JANUS WORLDWIDE FUND
Current............................. 0.60% 0.28% 0.88%
Pro Forma........................... 0.40% 0.28% 0.68%
</Table>

EXAMPLES:

whether or not you redeem your shares at the end of the periods shown. The
examples also assume that your investment has a 5% return each year and that the
Fund's operating expenses remain the same. The pro forma calculations assume
that the Performance Adjustment had been in effect for a 36 month period as of
the end of the last fiscal year. 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 WORLDWIDE FUND
Current........................ $90 $281 $488 $1,084
Pro Forma...................... 60 218 379 847
</Table>

FOR JANUS CONTRARIAN FUND, JANUS MERCURY FUND, JANUS MID CAP VALUE FUND, JANUS
RESEARCH FUND, JANUS RISK-MANAGED STOCK FUND, AND JANUS WORLDWIDE FUND

BOARD APPROVAL AND RECOMMENDATION

On September 20, 2005 and October 19, 2005, the Board of Trustees,
including all of the Independent Trustees, voted unanimously to approve the
Proposed Amendment for each applicable Fund and authorized the submission of
each Proposed Amendment 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 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 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 JCM. In doing so, the Independent Trustees were seeking to provide
a closer alignment of the interests of JCM with those of the Funds and their
shareholders. They believe that the fee structure proposed for each Fund will
achieve that objective. Included as part of their analysis of the overall
performance fee structure, the Trustees, in consultation with their independent
fee consultant, considered the appropriate performance range for achieving the
maximum and minimum advisory fee that would result in the Performance Adjustment
of up to 0.15% (positive or negative) of a Fund's average daily net assets
during the applicable performance measurement period. The Trustees reviewed
information provided by JCM and prepared by their independent fee consultant
with respect to an appropriate deviation of excess/under returns relative to a
Fund's benchmark index, taking into consideration expected tracking error of the
Fund, expected returns and potential risks and economics involved both for JCM
and the Fund's shareholders. The Trustees also reviewed the structure of
performance fees applied by other mutual fund complexes. Based on this
information, the Trustees determined that a performance range that approximates
one standard deviation of

excess/under returns relative to a Fund's benchmark index was appropriate for
calculating the maximum range (positive or negative) of the Performance
Adjustment.

As described above, the Performance Adjustment that will be added to or
subtracted from the Base Fee as a result of a Fund's performance relative to its
benchmark index is a variable up to 0.15% of average net assets during the
performance measurement period. 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, which does not incur any expenses.

The Trustees determined that the benchmark index specified in each of the
Proposed Amendments 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 attributed, in part, 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 each Fund selected for
purposes of calculating the Performance Adjustment as applied to the Fund is the
most appropriate class for use in calculating such Fund's 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
each Proposed Amendment 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 measurement period would be fully implemented, and that the
Performance Adjustment should thereafter be based upon a thirty-six month
rolling performance measurement period.

In addition to considering the performance fee structure reflected in each
Proposed Amendment, 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. In addition:

- Approval of Proposal 3.b.i. 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 proposed amendments to the
investment advisory agreement for that fund described in a separate proxy
statement.

- Approval of Proposal 3.b.iii. 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 Janus Aspen Mid Cap Value
Portfolio, a series of JAS, with respect to separate proposed amendments to the
investment advisory agreements for those funds described in separate proxy
statements.

- Approval of Proposal 3.b.v. 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 Janus Aspen Risk-Managed
Core Portfolio, a series of JAS, with respect to separate proposed amendments to
the investment advisory agreements for those funds described in separate proxy
statements.

- Approval of Proposal 3.b.vi. 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 Janus Aspen Worldwide Growth Portfolio, a
series of JAS, with respect to separate proposed amendments to the investment
advisory agreements for those funds described in separate proxy statements.

If shareholders of a Fund do not approve the Proposed Amendment, or if the
contingencies stated above are not complied with, JCM would continue as the
Fund's investment adviser under the terms of the Current Advisory Agreement for
that Fund.

With respect to Proposal 3.b. (and each related subsection thereof), in
addition to obtaining the required shareholder approval, implementation of the
Proposed Amendment for each applicable Fund 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.

THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF EACH APPLICABLE FUND VOTE FOR
APPROVAL OF THE PROPOSED AMENDMENT FOR THEIR FUND.
53

PROPOSAL 4: APPROVE AN AMENDED 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. (subsection 3.b.v.)
above, the Board of Trustees approved the Proposed Amendment to the Current
Advisory Agreement for shareholders of Janus Risk-Managed Stock Fund that
changes the annual 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 the Fund's
benchmark index, the S&P 500(R) Index.

In addition, the Board of Trustees approved proposed amendments to the
Sub-Advisory Agreement ("Proposed Amended Sub-Advisory Agreement") between JCM,
on behalf of the Fund, and INTECH, related to subadvisory services provided for
the Fund. The Proposed Amended Sub-Advisory Agreement similarly changes the
annual 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 the Fund's benchmark index. Such change in fee structure requires
shareholder approval. The Board of Trustees approved and authorized the
submission of the Proposed Amended Sub-Advisory Agreement to shareholders of the
Fund for their approval.

A form of Proposed Amended Sub-Advisory Agreement is attached as Exhibit J
to this Proxy Statement.

The proposal to amend the Current 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 index, and would increase during periods when the Fund
outperforms its benchmark index. In addition, JCM believes that the proposed
subadvisory fee structure would enable INTECH to maintain the quality of
services it provides to the Fund. THE FUND DOES NOT PAY THE SUBADVISORY 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 an indirect subsidiary of JCG. JCM indirectly
owns approximately 77.5% of the outstanding voting shares of INTECH. JCG 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 to this
Proxy Statement.

INTECH has served as an investment adviser since 1987 and, as of September
1, 2005, serves as subadviser to five Janus funds. INTECH also provides separate
account advisory services for institutional accounts. As of June 30, 2005,
INTECH had approximately $31.7 billion in assets under management. INTECH
currently serves as a subadviser to several other Janus funds with similar
investment objectives as the Fund. The objective, net asset size as of June 30,
2005, and annual rate of compensation paid by JCM to INTECH, as a percentage of
such fund's average daily net assets, is shown in the table below.

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

Janus Adviser Risk-
Managed Core Fund... long-term growth
of capital $ 22 0.26% None*
Risk-Managed Core
Portfolio........... long-term growth
of capital $ 18 0.26% None*
</Table>

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

* As of June 30, 2005, there were no fee waivers in place with respect to fees
paid by JCM to INTECH pursuant to the current subadvisory agreements between
JCM, on behalf of each fund listed in the table, and INTECH.

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 Amended
and Restated Agreement and Declaration of Trust, 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 not
specifically delegated to INTECH.

Pursuant to its Current Sub-Advisory Agreement, dated July 1, 2004, JCM
pays INTECH a subadvisory fee for its services 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 for Janus Risk-Managed Stock Fund.

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 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) may be terminated 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 Janus Risk-Managed Stock Fund that would have been paid by JCM to
INTECH under the Proposed Amended 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 the period from the Fund's inception,
February 28, 2003 to October 31, 2004. The last column indicates the percentage
increase or decrease of the fee that INTECH would have received had the proposed
performance-based fee arrangement been in effect during the period.

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

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

DESCRIPTION OF THE PROPOSED AMENDED SUB-ADVISORY AGREEMENT

Except for the changes in the fee structure described below, the effective
dates, and the renewal dates, the terms of the Current Sub-Advisory Agreement
and the Proposed Amended Sub-Advisory Agreement are substantially similar. It is
anticipated that the same services will be provided under the Proposed Amended
Sub-Advisory Agreement as are provided under the Current Sub-Advisory Agreement.

The proposed subadvisory fee rate to be paid by JCM to INTECH will consist
of two components: (1) a base management fee calculated and accrued daily and
payable monthly, equal to 0.26% of the Fund's average daily net assets during
the previous month ("Base Fee"), plus or minus (2) half of any performance fee
adjustment paid to JCM by the Fund ("Performance Adjustment"), pursuant to the
Proposed Amendment to the Current Advisory Agreement between JCM and the Trust,
on behalf of the Fund. No Performance Adjustment will be paid to INTECH until
the Proposed Amended Sub-Advisory Agreement has been in effect for at least 12
months.

The Base Fee rate 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
measurement period. For purposes of computing the Base Fee and the Performance
Adjustment, net assets are averaged over different periods (average daily net
assets during the previous month for the Base Fee versus average daily net
assets over the performance measurement period for the Performance Adjustment).

If approved by shareholders of the Fund, the Proposed Amended 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 the effective date, 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 Amended 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 Amended Sub-Advisory Agreement took effect. Once the Fund has
36 months of performance history from the effective date, the Performance
Adjustment will be calculated using a rolling 36 month period. The Fund does not
pay any subadvisory fees to INTECH; this fee is paid by JCM.

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
Sub-Advisory Agreement for Janus Risk-Managed Stock Fund and authorized the
submission of

the Proposed Amended 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 Amended Sub-Advisory Agreement, 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 Amended 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. Approval
of Proposal 4 is contingent upon approval of the Proposed Amendment to the
Current Advisory Agreement by shareholders of Janus Risk-Managed Stock Fund as
described in Proposal 3.b. (and subsection 3.b.v.) above. If shareholders of the
Fund do not approve the Proposed Amended Sub-Advisory Agreement, or if the
contingencies discussed under "Required Vote" in Proposal 3.b. above are not
complied with, INTECH will continue as the Fund's subadviser under the terms of
the Current Sub-Advisory Agreement. If approved, the Proposed Amended
Sub-Advisory Agreement is expected to 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 AMENDED 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
an Amended and Restated Transfer Agency Agreement ("Transfer Agency Agreement")
between Janus Services and the Trust. Pursuant to the Transfer Agency Agreement,
each class of each Fund, as applicable, 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 and Janus Small
Cap Value Fund -- Institutional Shares to the extent that the annual normal
operating expenses paid by that class for each Fund exceed 0.77% and 0.79%,
respectively, of the class' average daily net asset value. Janus Services
intends to continue to provide the same services after implementation of the
investment advisory agreements, as proposed to be amended (discussed in
Proposals 3.a. and 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>
FEES PAID TO JANUS SERVICES
FUND ($) (000'S)
---- ------------------------------

Janus Balanced Fund.................... 6,867
Janus Contrarian Fund.................. 5,373
Janus Core Equity Fund................. 1,415
Janus Enterprise Fund.................. 4,233
Janus Federal Tax-Exempt Fund.......... 299
Janus Flexible Bond Fund............... 2,647
Janus Fund............................. 31,327
Janus Global Life Sciences Fund........ 2,886
Janus Global Opportunities Fund........ 372
Janus Global Technology Fund........... 3,569
Janus Government Money Market Fund..... N/A
Janus Growth and Income Fund........... 11,615
Janus High-Yield Fund.................. 1,225
Janus Institutional Cash Reserves
Fund................................. N/A
Janus Mercury Fund..................... 11,140
Janus Mid Cap Value Fund............... 4,933
Janus Money Market Fund................ N/A
Janus Olympus Fund..................... 5,959
Janus Orion Fund....................... 1,279
Janus Overseas Fund.................... 5,227
Janus Research Fund.................... 3
Janus Risk-Managed Stock Fund.......... 257
Janus Short-Term Bond Fund............. 319
Janus Small Cap Value Fund............. 5,859
</Table>

<Table>
<Caption>
FEES PAID TO JANUS SERVICES
FUND ($) (000'S)
---- ------------------------------

Janus Tax-Exempt Money Market Fund..... N/A
Janus Triton Fund...................... 3
Janus Twenty Fund...................... 17,186
Janus Venture Fund..................... 2,306
Janus Worldwide Fund................... 19,980
</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 an Amended and Restated 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 after implementation of the investment advisory agreements, as
proposed to be amended (discussed in Proposals 3.a. and 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 from the money market funds 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 investment advisory agreements, as proposed to be amended
(discussed in Proposals 3.a. and 3.b. above). The fees paid to JCM by each Fund,
if any, 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, (semiannual period ended April 30, 2005 for Janus
Research Fund and Janus Triton Fund) are shown in the table below.

<Table>
<Caption>
FEES PAID TO JCM
--------------------------
ADMINISTRATIVE AGGREGATE
SERVICE FEES FEES
FUND 000'S 000'S
---- -------------- ---------

Janus Balanced Fund..................... N/A $20,059
Janus Contrarian Fund................... N/A $16,155
Janus Core Equity Fund.................. N/A $ 4,146
Janus Enterprise Fund................... N/A $11,615
Janus Federal Tax-Exempt Fund........... N/A $ 310
Janus Flexible Bond Fund................ N/A $ 7,113
Janus Fund.............................. N/A $99,852
Janus Global Life Sciences Fund......... N/A $ 8,333
</Table>

<Table>
<Caption>
FEES PAID TO JCM
--------------------------
ADMINISTRATIVE AGGREGATE
SERVICE FEES FEES
FUND 000'S 000'S
---- -------------- ---------

Janus Global Opportunities Fund......... N/A $ 1,132
Janus Global Technology Fund............ N/A $ 9,581
Janus Government Money Market Fund...... $ 2,065 $ 3,093
Janus Growth and Income Fund............ N/A $35,672
Janus High-Yield Fund................... N/A $ 3,913
Janus Institutional Cash Reserves
Fund.................................. $ 1,551 $ 3,768
Janus Mercury Fund...................... N/A $32,393
Janus Mid Cap Value Fund................ $ 1,320 $17,812
Janus Money Market Fund................. $15,035 $24,316
Janus Olympus Fund...................... N/A $16,664
Janus Orion Fund........................ N/A $ 3,494
Janus Overseas Fund..................... N/A $16,157
Janus Research Fund..................... N/A $ 0
Janus Risk-Managed Stock Fund........... $ 65 $ 340
Janus Short-Term Bond Fund.............. N/A $ 864
Janus Small Cap Value Fund.............. $ 1,558 $21,882
Janus Tax-Exempt Money Market Fund...... $ 653 $ 835
Janus Triton Fund....................... N/A $ 0
Janus Twenty Fund....................... N/A $60,268
Janus Venture Fund...................... N/A $ 8,770
Janus Worldwide Fund.................... N/A $58,977
</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 did not pre-approve
certain non-audit services that were rendered by PWC to any Fund Service
Provider that did not relate directly to the operations and financial reporting
of a Janus Fund ("Non-Covered Service"), the Trust's Audit Committee will
consider whether the provision of 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 for the Trust, 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 the 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>

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

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

No amounts were approved by the Audit Committee pursuant to the de minimis
exception for the fiscal years ended 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>

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

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 are shown in the table
below.

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

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

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

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

All Other Fees. In each of the fiscal years ended 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>

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

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-dealer, 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
with respect to each Fund or the Trust, as applicable, shall be a quorum for the
transaction of business at the Meeting. Any lesser number is sufficient for
adjournments. Quorum with respect to each proposal is described in greater
detail below. In the event that the necessary quorum to transact business or the
vote required to 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 will not be voted for or against any
adjournment or proposal. For purposes of voting on a proposal, abstentions and
"broker non-votes" will not be counted in favor of, but will have no other
effect on, Proposal 1, for which the required vote is a plurality (the greatest
number) of the votes cast. For all Proposals except Proposal 1, abstentions and
"broker non-votes" effectively will be votes against these Proposals.

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 30% of Janus Flexible Bond
Fund's aggregate total shares outstanding and entitled to vote constitutes a
quorum with respect to this Proposal.

PROPOSALS 3.A. AND 3.B.: APPROVAL OF AMENDED INVESTMENT ADVISORY AGREEMENTS

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
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 these Proposals.

Approval of Proposal 3.b.i. 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 amendment to the
current investment advisory agreement for that fund described in a separate
proxy statement. Approval of Proposal 3.b.iii. 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 amendments to the current
investment advisory agreements for those funds described in separate proxy
statements. Approval of Proposal 3.b.v. 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 amendments to the
current investment advisory agreements for those funds described in separate
proxy statements. Approval of Proposal 3.b.vi. 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 amendments to the
current investment advisory agreements for those funds described in separate
proxy statements.

PROPOSAL 4: APPROVAL OF AMENDED 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 30%
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 Amendment to the Current Advisory Agreement by
shareholders of Janus Risk-Managed Stock Fund as described in Proposal 3.b.v.
above.

With respect to Proposals 3.b. and 4, in addition to obtaining the required
shareholder approval, implementation of the Proposed Amendment for each
applicable Fund (described in Proposal 3.b.) and the Proposed Amended
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 attached 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 beneficially owned more
than 5% of any class of a Fund's outstanding shares, except as stated in Exhibit
M. To the best knowledge of the Trust, 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, with each Fund bearing a
portion of the total cost. 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 Janus 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 Janus 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 whose votes have not
been received, may receive telephone calls from a representative of
Computershare. 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 Touch-Tone Voting. Shareholders may provide their voting
instructions through telephone touch-tone voting. Follow the instructions in the
proxy materials using the proxy card as a guide. 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 on the enclosed proxy card(s).
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.

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 the Meeting 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.

Shares Held By Accounts of Insurance Companies. Shares of the Funds may be
held by certain separate accounts of insurance companies to fund benefits

payable under certain variable annuity contracts and variable life insurance
policies. Your insurance company may request that you provide it with voting
instructions for your beneficially held shares of any such separate account. If
you do not provide voting instructions to your insurance company, it may vote
all of the shares held in that separate account in the same proportions as the
voting actually received from other variable contract holders for that separate
account.

PORTFOLIO TRANSACTIONS

All orders for the purchase or sale of a Fund's portfolio securities are
placed on behalf of each Fund by JCM, or its agent. INTECH has authority to
place trades on behalf of Janus Risk-Managed Stock Fund. With respect to Janus
Mid Cap Value Fund and Janus Small Cap Value Fund, JCM places portfolio
transactions solely upon Perkins' direction. The policy of each of JCM, INTECH
and Perkins is to seek "best execution" of each trade. In seeking best execution
on trades for Janus Mid Cap Value Fund and Janus Small Cap Value Fund, JCM acts
on behalf of and in consultation with Perkins. 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
---- --------------------- ------------------------------

Janus Balanced Fund... $ 6,000 1.48%
Janus Contrarian
Fund................ $ 5,800 1.33%
Janus Global
Technology Fund..... $ 6,266 2.94%
Janus Growth and
Income Fund......... $12,000 1.10%
Janus Mercury Fund.... $22,505 2.79%
Janus Olympus Fund.... $ 9,169 1.09%
Janus Worldwide Fund.. $33,215 1.42%
</Table>

LEGAL MATTERS

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

SHAREHOLDER PROPOSALS FOR SUBSEQUENT MEETINGS

The Funds are not required, and do not intend, to hold annual shareholder
meetings. Shareholder meetings may be called from time to time as described in
the Trust's Amended and Restated Agreement and Declaration of Trust and Amended
and Restated Bylaws. Under the proxy rules of the SEC, shareholder proposals
that meet certain conditions may be included in a Fund's proxy statement for a
particular meeting. Those rules currently require that for future meetings, the
shareholder must be a record or beneficial owner of Fund shares either (i) with
a value of at least $2,000 or (ii) in an amount representing at least 1% of the
Fund's securities to be voted, at the time the proposal is submitted and for one
year prior thereto, and must continue to own such shares through the date on
which the meeting is held. Another requirement relates to the timely receipt by
a Fund of any such proposal. Under those rules, a proposal must have been
submitted within a reasonable time before the Fund began to print and mail this
Proxy Statement in order to be included in this Proxy Statement. A proposal
submitted for inclusion in a Fund's proxy material for the next special meeting
after the meeting to which this Proxy Statement relates must be received by the
Fund within a reasonable time before the Fund begins to print and mail the proxy
materials for that meeting. Shareholders wishing to submit a proposal for
inclusion in a proxy statement subsequent to the Meeting, if any, should send
their written proposal to the Secretary of the Trust at 151 Detroit Street,
Denver, Colorado 80206 within a reasonable time before the Fund begins to print
and mail the proxy materials for that meeting. Notice of shareholder proposals
to be presented at the Meeting must have been received within a reasonable time
before the Fund began to mail this Proxy Statement. The

timely submission of a proposal does not guarantee its inclusion in the proxy
materials.

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 COMPUTERSHARE
AT 1-866-340-4019, 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
1-800-525-3713 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: Trust Officers and Their Principal Occupations

EXHIBIT D: Form of Proposed Amended Advisory Agreement for Equity
and Income Funds -- Conforming Amendments

EXHIBIT E: Form of Proposed Amended Advisory Agreement for Money
Market Funds -- Conforming Amendments

EXHIBIT F: Form of Proposed Amended Advisory Agreement for Janus
Contrarian Fund, Janus Mercury Fund, Janus Research Fund
and Janus Worldwide Fund -- Performance Fees

EXHIBIT G: Form of Proposed Amended Advisory Agreement for Janus
Mid Cap Value Fund and Janus Risk-Managed Stock
Fund -- Performance Fees

EXHIBIT H: Principal Executive Officers of JCM and Their Principal
Occupations

EXHIBIT I: Other Funds Managed by JCM with Similar Investment
Objectives

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

A-1

IV. RESPONSIBILITIES AND DUTIES

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

A. TRUSTEE NOMINATIONS, ELECTIONS, AND TRAINING

The Committee shall:

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

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

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

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

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

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

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

(h) If the nomination is for an "independent" trustee, the candidate
must not be considered an "interested" person of the Fund, Janus Capital
Manage-

A-2

ment 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.

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.

A-3

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

C. GOVERNANCE OVERSIGHT

The Committee shall:

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

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

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

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

(d) Conduct the Trustee meetings;

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

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

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

D. TRUSTEE MEETING PLANNING

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

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.

A-4

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 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

A-6

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 nominees within the Janus family of funds (65 funds
as of September 13, 2005).

<Table>
<Caption>
DOLLAR DOLLAR
RANGE OF EQUITY SHARES RANGE OF EQUITY SHARES
NAME OF TRUSTEES/NOMINEES SECURITIES OWNED OWNED SECURITIES OWNED OWNED
------------------------- ---------------- --------------- ---------------- ----------

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

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

B-1

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

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

B-2

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

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

B-3

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

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

B-4

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

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

B-5

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

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

B-6

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

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

B-7

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

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

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.
</Table>

C-2

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

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.
</Table>

C-3

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.

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).
</Table>

C-4

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).

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.
** Mr. Miller intends to resign his positions with Janus Capital Group Inc. and
its subsidiaries effective January 3, 2006. A successor to his positions with
the Trust will be appointed by the Trustees prior to this date.

C-5

EXHIBIT D

FORM OF PROPOSED AMENDED ADVISORY AGREEMENT
FOR EQUITY AND INCOME FUNDS -- CONFORMING AMENDMENTS

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
[assist the Trustees and officers of the Trust in the management of the
securities portfolio of][be appointed as investment adviser to] the Fund.

NOW, THEREFORE, the parties agree as follows:

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

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

D-1

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. JCM shall
supervise the purchase and sale of securities as directed by the appropriate
officers of the Trust].

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.

[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

D-3

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

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. [Treatment of Investment Advise. The Trust shall treat the investment
advice and recommendations of JCM as being advisory only, and shall retain full
control over its own investment policies. However, the Trustees may delegate to
the appropriate officers of the Trust, or to a committee of the Trustees, the
power to authorize purchases, sales or other actions affecting the portfolio of
the fund in the interim between meetings of the Trustees.9.]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.

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

[11.][10.] Term. This Agreement shall continue in effect until [July 1,
2005 [July 1, 2006 for Janus Research Fund and Janus Triton Fund],][[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 [July][[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.

D-5

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).

[13.][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.

[14.][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.

[15.][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.

[16.][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.

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

[18.][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.

D-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 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 -- CONFORMING AMENDMENTS

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
[assist the Trustees and officers of the Trust in the management of the
securities portfolio of the Fund as described below][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 Internal Revenue Code, as
amended from time to time, applicable to the Fund as a

E-1

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. JCM shall supervise the purchase and sale
of securities and other obligations and related brokerage and dealer
relationships as directed by the appropriate Officers of the Trust].

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. [Treatment of Investment Advice. The Trust shall treat the investment
advice and recommendations of JCM as being advisory only, and shall retain full
control over its own investment policies. However, the Trustees may delegate to
the appropriate officers of the Trust, or to a committee of the Trustees, the
power to authorize purchases, sales or other actions affecting the portfolio of
the Fund.7.] Termination. This Agreement may be terminated at any time, without

E-2

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'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.

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

[9.][8.] Term. This Agreement shall continue in effect until
[July][[JANUARY] 1, [2003,][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
[July][[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.

[10.][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.

[11.][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.

[12.][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
E-3

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

[13.][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.

[14.][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

FORM OF PROPOSED AMENDED ADVISORY AGREEMENT
FOR JANUS CONTRARIAN FUND, JANUS MERCURY FUND,
JANUS RESEARCH FUND AND JANUS WORLDWIDE FUND --
PERFORMANCE FEES

JANUS INVESTMENT FUND

FORM OF INVESTMENT ADVISORY AGREEMENT

JANUS [ ] FUND

THIS INVESTMENT ADVISORY AGREEMENT (the "Agreement") is made this [1st day
of July, 2004] [Janus Research Fund December 2, 2004] [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:

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.

F-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[, the investment recommendations of JCM, and the
investment considerations which have given rise to those recommendations. JCM
shall supervise the purchase and sale of securities as directed by the
appropriate officers of the Trust].

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.

F-2

[ 5. ][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 [fee,
calculated and payable for each day that][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, [of 1/365 of 0.64% [0.60% for Janus Worldwide Fund]
of the daily closing net asset value of the Fund (1/366 of 0.64% [0.60% for
Janus Worldwide Fund] of the daily closing net asset value of the Fund in a leap
year). The fee shall be paid monthly.][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.

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. [Treatment of Investment Advice]. [The Trust shall treat the investment
advice and recommendations of JCM as being advisory only, and shall retain full
control over its own investment policies. However, the Trustees may delegate to
the appropriate officers of the Trust, or to a committee of the Trustees, the
power to authorize purchases, sales or other actions affecting the portfolio of
the Fund in the interim between meetings of the Trustees.9.] 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.

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

[11.][10.] Term. This Agreement shall continue in effect until [July 1,
2005, [Janus Research Fund -- July][[JANUARY] 1,[2006][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 [July][[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.

F-4

[12.][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).

F-5

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

F-6

[SCHEDULE A]
[PERFORMANCE ADJUSTMENT]

[Beginning with the Base Fee payable for January 2006 and in month 13 from
the date of this agreement, 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 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 adjustment. If the difference between the investment
performance of the Fund and the investment record of the Index is 0.50% or
greater during any Performance Period, the Base Fee will be subject to an upward
or downward performance adjustment of [JANUS CONTRARIAN FUND: 1/12 OF
0.0107143%] [JANUS MERCURY FUND: 1/12 OF 0.015%] [JANUS RESEARCH FUND AND JANUS
WORLDWIDE FUND: 1/12 OF 0.0125%] for every full 0.50% increment by which the
Fund outperforms or underperforms the Index. The maximum percentage used in
calculating the Performance Adjustment (positive or negative) in any month is
1/12 of 0.15%. The Performance Adjustment is applied against the Fund's average
daily net assets during the Performance Period. ]

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

[The average daily net asset value of the Fund, or any class thereof, shall
be determined in the manner set forth in the Trust's Amended and Restated
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]

F-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.]

[If, consistent with the Trust's Amended and Restated Agreement and
Declaration of Trust and Amended and Restated Bylaws, each as may be further
amended, the Trustees should subsequently decide to divide shares of the Fund
into two or more separate classes, the oldest class of shares will be used for
purposes of determining the Performance Adjustment. From time to time, the
Trustees may, by vote of the Trustees of the Trust voting in person, including a
majority of the Trustees who are not parties to this Agreement or "interested
persons" (as defined in the 1940 Act) of any such parties, determine that a
different class of shares of the Fund is the most appropriate for use in
calculating the Performance Adjustment. If a different class of shares
("Successor Class") is substituted in calculating the Performance Adjustment,
the use of that Successor Class of shares for purposes of calculating the
Performance Adjustment may apply to the entire Performance Period so long as
such Successor Class was outstanding at the beginning of such period. If the
Successor Class of shares was not outstanding for all or a portion of the
Performance Period, it may only be used in calculating that portion of the
Performance Adjustment attributable to the period during which such Successor
Class was outstanding and any prior portion of the Performance Period shall be
calculated using the class of shares previously designated.]

F-8

EXHIBIT G

FORM OF PROPOSED AMENDED ADVISORY AGREEMENT FOR
JANUS MID CAP VALUE FUND AND JANUS RISK-MANAGED STOCK
FUND -- PERFORMANCE FEES

JANUS INVESTMENT FUND

FORM OF INVESTMENT ADVISORY AGREEMENT

JANUS [ ] FUND

THIS INVESTMENT ADVISORY AGREEMENT (the "Agreement") is made this 1st day
of July, 2004 [[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 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 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

G-1

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;

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

G-2

(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[, calculated and payable for each day that this Agreement is in
effect, of 1/365][ of 1/12] of 0.64% of the [average ]daily closing net asset
value of the Fund[ (1/366 of 0.64% of the daily closing net asset value of the
Fund in a leap year)][, adjusted by a performance fee as set forth in Schedule
A,] 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 [fee,
calculated and payable for each day that this Agreement is in effect, of
1/365][monthly base fee of 1/12] of 0.50% of the [average ]daily closing net
asset value of the Fund[ (1/366 of 0.50% of the daily closing net asset value of
the Fund in a leap year). This fee shall be paid monthly][, 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].

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

G-3

(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 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

G-4

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 [July][[JANUARY] 1,
[2005,][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 [July][[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 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.

G-5

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

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

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

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

IN WITNESS WHEREOF, the parties have caused their duly authorized officers
to execute this Investment Advisory Agreement as of the 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

G-6

[JANUS RISK-MANAGED STOCK FUND]

[SCHEDULE A]
[PERFORMANCE ADJUSTMENT]

[Beginning with the Base Fee payable for January 2006 and in month 13 from
the date of this agreement, 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 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 adjustment. If the difference between the investment
performance of the Fund and the investment record of the Index is 0.50% or
greater during any Performance Period, the Base Fee will be subject to an upward
or downward performance adjustment of 1/12 of 0.01875% for every full 0.50%
increment by which the Fund outperforms or underperforms the Index. The maximum
percentage used in calculating the Performance Adjustment (positive or negative)
in any month is 1/12 of 0.15%. The Performance Adjustment is applied against the
Fund's average daily net assets during the Performance Period.]

[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;]

G-7

[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.]

[If, consistent with the Trust's Amended and Restated Agreement and
Declaration of Trust and Amended and Restated Bylaws, each as may be further
amended, the Trustees should subsequently decide to divide shares of the Fund
into two or more separate classes, the oldest class of shares will be used for
purposes of determining the Performance Adjustment. From time to time, the
Trustees may, by vote of the Trustees of the Trust voting in person, including a
majority of the Trustees who are not parties to this Agreement or "interested
persons" (as defined in the 1940 Act) of any such parties, determine that a
different class of shares of the Fund is the most appropriate for use in
calculating the Performance Adjustment. If a different class of shares
("Successor Class") is substituted in calculating the Performance Adjustment,
the use of that Successor Class of shares for purposes of calculating the
Performance Adjustment may apply to the entire Performance Period so long as
such Successor Class was outstanding at the beginning of such period. If the
Successor Class of shares was not outstanding for all or a portion of the
Performance Period, it may only be used in calculating that portion of the
Performance Adjustment attributable to the period during which such Successor
Class was outstanding and any prior portion of the Performance period shall be
calculated using the class of shares previously designated.]

G-8

[JANUS MID CAP VALUE FUND]

[SCHEDULE A]
[PERFORMANCE ADJUSTMENT]

[Beginning with the Base Fee payable for January 2006 and in month 13 from
the date of this agreement, 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 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
adjustment. 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 Performance Period, the Base Fee will be subject to an upward or
downward performance adjustment of 1/12 of 0.01875% for every full 0.50%
increment by which the Fund's Investor Shares outperform or underperform the
Index. The maximum percentage used in calculating the Performance Adjustment
(positive or negative) in any month is 1/12 of 0.15%. The Performance Adjustment
is applied against the Fund's average daily net assets during the Performance
Period.]

[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]

G-9

[(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.]

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

G-10

EXHIBIT H

PRINCIPAL EXECUTIVE OFFICERS OF JCM AND
THEIR PRINCIPAL OCCUPATIONS

<Table>
<Caption>
POSITION(S) WITH JCM
NAME JCM/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

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
</Table>

H-1

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

Girard C. Miller*........ Janus Capital Group Inc. Chief Operating Officer
and Executive Vice
President

Janus Capital Management LLC Chief Operating Officer
and Executive Vice
President

Janus Distributors LLC President

Janus Capital International LLC President

Janus Services LLC Executive Vice President

Janus Management Holdings Corp. President and Director

Capital Group Partners, Inc. Chief Operating Officer
and 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>

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

* Mr. Miller intends to resign his positions with Janus Capital Group Inc. and
its subsidiaries effective January 3, 2006. A successor to his positions with
the Trust will be appointed by the Trustees prior to this date.

H-2

EXHIBIT I

OTHER FUNDS MANAGED BY JCM WITH SIMILAR
INVESTMENT OBJECTIVES

The following table provides information regarding other funds managed by
JCM having similar investment objectives 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>
ASSET SIZE ANNUAL RATE OF FEE WAIVERS OR
FUND OBJECTIVE (IN $ MILLIONS) COMPENSATION REDUCTIONS
---- --------- --------------- ------------------------ --------------

JANUS INVESTMENT FUND

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 Fund........... Seeks long-term 11,786.1 0.64% N/A
growth of capital
in a manner
consistent with
preservation 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 and
Income Fund........ Seeks long-term 5,379.8 0.62% N/A
capital growth and
current income.

Janus Mercury Fund... Seeks long-term 4,401.8 0.64% N/A
growth of capital.
</Table>

I-1

<Table>
<Caption>
ASSET SIZE ANNUAL RATE OF FEE WAIVERS OR
FUND OBJECTIVE (IN $ MILLIONS) COMPENSATION REDUCTIONS
---- --------- --------------- ------------------------ --------------

Janus Mid Cap Value
Fund............... Seeks capital 4,653.8 0.64% 0.77%(1)
appreciation.

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%(2)
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%(2)
appreciation.

Janus Triton Fund.... Seeks long-term 23.9 0.64% 1.25%(2)
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%(2)
level of current Over $300 Million 0.45%
income exempt from
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%(2)
maximum total Over $300 Million 0.48%
return, consistent
with preservation
of capital.
</Table>

I-2

<Table>
<Caption>
ASSET SIZE ANNUAL RATE OF FEE WAIVERS OR
FUND OBJECTIVE (IN $ MILLIONS) COMPENSATION REDUCTIONS
---- --------- --------------- ------------------------ --------------

Janus High-Yield
Fund............... Seeks to obtain 542.0 First $300 Million 0.65% 0.90%(2)
high current Over $300 Million 0.55%
income. Capital
appreciation is a
secondary
objective when
consistent with
its primary
objective.

Janus Short-Term Bond
Fund............... Seeks as high a 226.0 First $300 Million 0.64% 0.64%(2)
level of current Over $300 Million 0.54%
income as is
consistent with
preservation of
capital.

Money Market Funds

Janus Government
Money Market
Fund............... Seeks maximum 831.9 0.20% (3)(4)
current income to
the extent
consistent with
stability of
capital.

Janus Institutional
Cash Reserves
Fund............... Seeks maximum 1,414.2 0.20% (3)(5)
current income to
the extent
consistent with
stability of
capital.

Janus Money Market
Fund............... Seeks maximum 4,988.6 0.20% (3)(6)
current income to
the extent
consistent with
stability of
capital.

Janus Tax-Exempt
Money Market
Fund............... Seeks maximum 124.5 0.20% (3)(6)
current income
that is exempt
from federal
income taxes to
the extent
consistent with
stability of
capital.
</Table>

I-3

<Table>
<Caption>
ASSET SIZE ANNUAL RATE OF FEE WAIVERS OR
FUND OBJECTIVE (IN $ MILLIONS) COMPENSATION REDUCTIONS
---- --------- --------------- ------------------------ --------------

JANUS ADVISER
SERIES(7)

Equity Funds

Janus Adviser
Balanced Fund...... Seeks long-term 615.8 0.55% 0.57%
capital growth,
consistent with
preservation of
capital and
balanced by
current income.

Janus Adviser
Contrarian Fund.... Seeks long-term N/A 0.64% 1.25%
growth of capital.

Janus Adviser Core
Equity Fund........ Seeks long-term 43.4 0.60% 0.70%
growth of capital.

Janus Adviser Foreign
Stock Fund......... Seeks long-term 3.5 0.64% 1.24%
growth of capital.

Janus Adviser Forty
Fund............... Seeks long-term 1,123.2 0.64% 0.67%
growth of capital.

Janus Adviser Growth
and Income Fund.... Seeks long-term 219.0 0.62% 0.99%
capital growth and
current income.

Janus Adviser
International
Growth Fund........ Seeks long-term 290.7 0.64% 0.73%
growth of capital.

Janus Adviser Large
Cap Growth Fund.... Seeks long-term 224.4 0.64% 0.66%
growth of capital
in a manner
consistent with
the preservation
of capital.

Janus Adviser Mid Cap
Growth Fund........ Seeks long-term 94.1 0.64% 0.65%
growth of capital.

Janus Adviser Mid Cap
Value Fund......... Seeks capital 67.3 0.64% 0.74%
appreciation.

Janus Adviser Orion
Fund............... Seeks long-term N/A 0.64% 1.25%
growth of capital.

Janus Adviser Risk-
Managed Core
Fund............... Seeks long-term 22.0 0.50% 0.60%
growth of capital.
</Table>

I-4

<Table>
<Caption>
ASSET SIZE ANNUAL RATE OF FEE WAIVERS OR
FUND OBJECTIVE (IN $ MILLIONS) COMPENSATION REDUCTIONS
---- --------- --------------- ------------------------ --------------

Janus Adviser Risk-
Managed Growth
Fund............... Seeks long-term 89.8 0.50% 0.60%
growth of capital.

Janus Adviser Small
Company Value
Fund............... Seeks capital 20.1 0.74% 1.24%
appreciation.

Janus Adviser Small-
Mid Growth Fund.... Seeks long-term N/A 0.64% 1.25%
growth of capital.

Janus Adviser
Worldwide Fund..... Seeks long-term 483.6 0.60% 0.65%
growth of capital
in a manner
consistent with
the preservation
of capital.

Income Funds

Janus Adviser
Flexible Bond
Fund............... Seeks to obtain 59.8 First $300 Million 0.50% 0.55%
maximum total Over $300 Million 0.40%
return, consistent
with preservation
of capital.

Janus Adviser High-
Yield Fund......... Seeks to obtain N/A First $300 Million 0.65% 1.00%
high current Over $300 Million 0.55%
income. Capital
appreciation is a
secondary
objective when
consistent with
its primary
objective.

Money Market Funds

Janus Adviser Money
Market Fund........ Seeks maximum 10.6 0.25% 0.36%(8)
current income to
the extent
consistent with
stability of
capital.

JANUS ASPEN SERIES(9)

Equity Funds

Balanced Portfolio... Seeks long-term 2,248.2 0.55% N/A
capital growth,
consistent with
preservation of
capital and
balanced by
current income.
</Table>

I-5

<Table>
<Caption>
ASSET SIZE ANNUAL RATE OF FEE WAIVERS OR
FUND OBJECTIVE (IN $ MILLIONS) COMPENSATION REDUCTIONS
---- --------- --------------- ------------------------ --------------

Core Equity
Portfolio.......... Seeks long-term 10.9 0.60% 1.20%
growth of capital.

Foreign Stock
Portfolio.......... Seeks long-term 16.7 0.64% 1.24%
growth of capital.

Forty Portfolio...... Seeks long-term 939.9 0.64% N/A
growth of capital.

Global Life Sciences
Portfolio.......... Seeks long-term 35.2 0.64% 1.24%
growth of capital.

Global Technology
Portfolio.......... Seeks long-term 153.8 0.64% 1.24%
growth of capital.

Growth and Income
Portfolio.......... Seeks long-term 135.4 0.62% N/A
capital growth and
current income.

International Growth
Portfolio.......... Seeks long-term 1,017.4 0.64% N/A
growth of capital.

Large Cap Growth
Portfolio.......... Seeks long-term 910.4 0.64% N/A
growth of capital
in a manner
consistent with
the preservation
of capital.

Mid Cap Growth
Portfolio.......... Seeks long-term 750.2 0.64% N/A
growth of capital.

Mid Cap Value
Portfolio.......... Seeks capital 46.3 0.64% 1.24%
appreciation.

Risk-Managed Core
Portfolio.......... Seeks long-term 18.0 0.50% 1.10%
growth of capital.

Risk-Managed Growth
Portfolio.......... Seeks long-term 10.5 0.50% 1.10%
growth of capital.

Small Company Value
Portfolio.......... Seeks capital 3.1 0.74% 1.34%
appreciation.

Worldwide Growth
Portfolio.......... Seeks long-term 1,703.5 0.60% N/A
growth of capital
in a manner
consistent with
the preservation
of capital.
</Table>

I-6

<Table>
<Caption>
ASSET SIZE ANNUAL RATE OF FEE WAIVERS OR
FUND OBJECTIVE (IN $ MILLIONS) COMPENSATION REDUCTIONS
---- --------- --------------- ------------------------ --------------

Income Funds

Flexible Bond
Portfolio.......... Seeks to obtain 329.9 First $300 Million 0.55% 0.90%
maximum total Over $300 Million 0.45%
return, consistent
with preservation
of capital.

Money Market Funds

Money Market
Portfolio.......... Seeks maximum 12.6 0.25% 0.50%
current income to
the extent
consistent with
stability of
capital.

SUBADVISED ACCOUNTS

Accessor Capital
Management......... Seeks long-term 130.6 0.45% N/A
growth of capital.

AEGON/Janus Growth
Portfolio.......... Seeks growth of 1,586.7 First $250 Million 0.40% N/A
capital. Next $500 Million 0.35%
Next $750 Million 0.30%
Next $1.5 Billion 0.25%
Over $3 Billion 0.225%

AXA Enterprise
Multimanager Core
Equity Fund........ Seeks long-term 3.9 First $100 Million 0.55% N/A
growth of capital. Next $400 Million 0.50%
Over $500 Million 0.45%

AXA Premier VIP Large
Cap Core Equity
Portfolio.......... Seeks long-term 60.0 First $100 Million 0.55% N/A
growth of capital. Next $400 Million 0.50%
Over $500 Million 0.45%

EQ/Janus Large Cap
Growth Portfolio... Seeks long-term 325.2 First $100 Million 0.55% N/A
growth of capital. Next $400 Million 0.50%
Over $500 Million 0.45%

Hartford Small Cap
Value HLS Fund..... Seeks capital 110.7 First $50 Million 0.50% N/A
appreciation. Over $50 Million 0.45%

ING Janus Contrarian
Portfolio.......... Seeks capital 65.1 First $500 Million 0.45% N/A
appreciation. Next $500 Million 0.425%
Over $1 Billion 0.40%

Laudus Balanced
MarketMasters
Fund............... Seeks capital 25.5 0.50% N/A
growth and income.
</Table>

I-7

<Table>
<Caption>
ASSET SIZE ANNUAL RATE OF FEE WAIVERS OR
FUND OBJECTIVE (IN $ MILLIONS) COMPENSATION REDUCTIONS
---- --------- --------------- ------------------------ --------------

Lincoln National
Capital
Appreciation Fund.. Seeks long-term 579.0 First $250 Million 0.40% N/A
growth of capital Next $500 Million 0.35%
in a manner Next $750 Million 0.30%
consistent with Next $1.5 Billion 0.25%
the preservation
of capital.

Maxim Janus Large Cap
Growth Portfolio... Seeks long-term 327.0 First $250 Million 0.50% N/A
growth of capital. Next $500 Million 0.45%
Next $750 Million 0.40%
Over $1.5 Billion 0.35%

Mercer Advisory...... Seeks long-term 11.2 First $100 Million 0.40% N/A
growth of capital. Next $150 Million 0.325%
Next $250 Million 0.275%
Next $500 Million 0.25%
Over $1 Billion 0.2%

MetLife Janus
Aggressive Growth
Portfolio.......... Seeks long-term 661.6 First $25 Million 0.50% N/A
growth of capital. Next $225 Million 0.40%
Next $750 Million 0.35%
Over $1 Billion 0.30%

Northwestern Mutual
Janus Capital
Appreciation
Portfolio.......... Seeks long-term 88.7 First $100 Million 0.55% N/A
growth of capital. Next $400 Million 0.50%
Over $500 Million 0.45%

Ohio National
Aggressive Growth
Portfolio.......... Seeks long-term 15.3 First $100 Million 0.55% N/A
growth of capital. Next $400 Million 0.50%
Over $500 Million 0.45%

Pacific Select
Focused 30
Portfolio.......... Seeks long-term 102.8 First $25 Million 0.45% N/A
growth of capital. Next $125 Million 0.40%
Next $850 Million 0.35%
Next $1 Billion 0.30%
Over $2 Billion 0.25%

Pacific Select Growth
LT Portfolio....... Seeks long-term 1,473.9 First $25 Million 0.45% N/A
growth of capital Next $125 Million 0.40%
in a manner Next $850 Million 0.35%
consistent with Next $1 Billion 0.30%
the preservation Over $2 Billion 0.25%
of capital.
</Table>

I-8

<Table>
<Caption>
ASSET SIZE ANNUAL RATE OF FEE WAIVERS OR
FUND OBJECTIVE (IN $ MILLIONS) COMPENSATION REDUCTIONS
---- --------- --------------- ------------------------ --------------

PF Janus Growth LT
Fund............... Seeks long-term 23.2 First $25 Million 0.45% N/A
growth of capital. Next $125 Million 0.40%
Next $850 Million 0.35%
Next $1 Billion 0.30%
Over $2 Billion 0.25%

Seasons Series Trust
Focus Growth
Portfolio.......... Seeks long-term 31.9 First $50 Million 0.55% N/A
growth of capital. Next $450 Million 0.50%
Over $500 Million 0.45%

Seasons Series Trust
Large Cap Growth
Portfolio.......... Seeks long-term 46.4 First $200 Million 0.60% N/A
growth of capital. Over $200 Million 0.55%
Seasons Series Trust
Multi-Managed
Growth Portfolio... Seeks long-term 58.8 First $200 Million 0.60% N/A
growth of capital. Over $200 Million 0.55%

Seasons Series Trust
Multi-Managed
Income/ Equity
Portfolio.......... Seeks conservation 42.9 First $200 Million 0.60% N/A
of principal while Over $200 Million 0.55%
maintaining some
potential for
long-term growth
of capital.

Seasons Series Trust
Multi-Managed
Income Portfolio... Seeks capital 14.5 First $200 Million 0.60% N/A
preservation. Over $200 Million 0.55%

Seasons Series Trust
Multi-Managed
Moderate Growth
Portfolio.......... Seeks long-term 76.5 First $200 Million 0.60% N/A
growth of capital. Over $200 Million 0.55%

SIIT Disciplined
Equity Fund........ Seeks long-term 920.3 First $1 Billion 0.17% N/A
growth of capital. Over $1 Billion 0.13%

Style Focus Series:
Small Cap Growth
Portfolio.......... Seeks capital 1.9 First $50 Million 0.60% (10)
appreciation. Next $100 Million 0.55%
Next $500 Million 0.50%
Over $650 Million 0.45%

SunAmerica Focused
Multi-Cap Growth
Portfolio.......... Seeks long-term 170.2 First $50 Million 0.55% N/A
growth of capital. Next $450 Million 0.50%
Over $500 Million 0.45%
</Table>

I-9

<Table>
<Caption>
ASSET SIZE ANNUAL RATE OF FEE WAIVERS OR
FUND OBJECTIVE (IN $ MILLIONS) COMPENSATION REDUCTIONS
---- --------- --------------- ------------------------ --------------

SunAmerica Focused
Small Cap Value
Portfolio.......... Seeks long-term 186.4 First $50 Million 0.50% N/A
growth of capital. Over $50 Million 0.45%

SVS Janus Growth and
Income Portfolio... Seeks long-term 204.6 First $25 Million 0.45% N/A
capital growth and Next $125 Million 0.40%
current income. Next $600 Million 0.375%
Over $750 Million 0.35%

SVS Janus Growth
Opportunities
Portfolio.......... Seeks long-term 147.1 First $25 Million 0.45% N/A
growth of capital Next $125 Million 0.40%
in a manner Next $600 Million 0.375%
consistent with Over $750 Million 0.35%
the preservation
of capital.

TA IDEX Janus Growth
Fund............... Seeks growth of 1,090.5 First $250 Million 0.40% (11)
capital. Next $500 Million 0.35%
Next $750 Million 0.30%
Next $1.5 Billion 0.25%
Over $3 Billion 0.225%

Travelers Series
Trust Capital
Appreciation Fund.. Seeks growth of 1,044.6 First $100 Million 0.50% N/A
capital. Next $400 Million 0.45%
Next $1 Billion 0.40%
Over $1.5 Billion 0.35%

WM Trust II Growth
Fund............... Seeks long-term 565.6 First $250 Million 0.40% N/A
capital Next $500 Million 0.35%
appreciation. Over $750 Million 0.30%
Over $1.5 Billion 0.25%

WM Variable Trust
Growth Fund........ Seeks long-term 77.9 First $250 Million 0.40% N/A
capital Next $500 Million 0.35%
appreciation. Over $750 Million 0.30%
Over $1.5 Billion 0.25%
</Table>

---------------
(1) Janus Services has agreed until March 1, 2007 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 an annual rate of 0.77% and 0.79%, respectively, of
average daily net assets (excluding any items not normally considered
operating expenses).
(2) Until at least March 1, 2007, JCM has agreed to reduce certain expenses
that exceed the percent shown in the table of the Fund's average daily net
assets.
(3) Advisory fee has been reduced from 0.20% to 0.10% until at least March 1,
2006.
(4) 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.
(5) Administrative services fee has been reduced from 0.15% to 0.08% until at
least March 1, 2006.
(6) 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.

I-10

(7) Until at least December 1, 2006, JCM has agreed to reduce certain expenses
that exceed the percent shown in the table, if any, under "Fee Waivers or
Reductions," of the Fund's average daily net assets.
(8) 12b-1 fee has been reduced from 1.00% to 0.25% until at least December 1,
2006.
(9) Until at least May 1, 2007, JCM has agreed to reduce certain expenses that
exceed the percent shown in the table, if any, under "Fee Waivers or
Reductions," of the Fund's average daily net assets.
(10) Fee schedule reflects a 5 basis point temporary waiver.
(11) Less 50% of any amount reimbursed pursuant to the fund's expense
limitation.

I-11

EXHIBIT J

FORM OF PROPOSED AMENDED SUB-ADVISORY AGREEMENT FOR

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 July 2004, [[amended this 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 the Internal Revenue Code of 1986, as
amended (the "Code"), applicable to the Trust, on behalf of the Fund, as a
regulated investment company;

J-1

(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

(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"), in-

J-2

curred 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.

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[. This fee][, 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

J-3

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 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

J-4

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 [July][[January 1,] [2005][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 period
beginning not more than ninety (90) days prior to [July 1][[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.

J-5

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.

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

J-6

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

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.

J-7

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................................. 118,613,722.944 $ 2,626,107,825.98
Janus Contrarian Fund............................... 197,070,172.465 $ 2,877,224,517.99
Janus Core Equity Fund.............................. 30,549,546.618 $ 698,668,131.15
Janus Enterprise Fund............................... 43,701,056.617 $ 1,768,581,761.29
Janus Federal Tax-Exempt Fund....................... 16,518,718.742 $ 117,282,903.07
Janus Flexible Bond Fund............................ 102,362,809.674 $ 984,730,229.06
Janus Fund.......................................... 468,326,746.473 $11,815,883,813.52
Janus Global Life Sciences Fund..................... 60,267,240.109 $ 1,213,179,543.39
Janus Global Opportunities Fund..................... 13,725,056.891 $ 197,366,318.09
Janus Global Technology Fund........................ 93,927,937.220 $ 1,059,507,131.84
Janus Government Money Market Fund
Retail............................................ 187,832,478.605 $ 187,832,478.61
Institutional..................................... 491,737,475.270 $ 491,737,475.27
Service........................................... 129,569,313.710 $ 129,569,313.71
Janus Growth and Income Fund........................ 165,720,410.120 $ 5,863,188,110.05
Janus High-Yield Fund............................... 55,883,260.213 $ 544,302,954.47
Janus Institutional Cash Reserves Fund.............. 1,409,167,592.140 $ 1,409,167,592.14
Janus Mercury Fund.................................. 204,844,118.485 $ 4,543,442,548.00
Janus Mid Cap Value Fund
Institutional..................................... 29,654,775.009 $ 712,307,695.72
Investor.......................................... 181,334,486.260 $ 4,337,520,911.34
Janus Money Market Fund
Retail............................................ 1,391,303,474.553 $ 1,391,303,474.55
Institutional..................................... 3,999,284,374.275 $ 3,999,284,374.28
Service........................................... 27,387,084.950 $ 27,387,084.95
Janus Olympus Fund.................................. 74,152,238.975 $ 2,299,460,930.61
Janus Orion Fund.................................... 84,418,595.124 $ 671,127,831.24
Janus Overseas Fund................................. 86,427,178.236 $ 2,434,653,610.91
Janus Research Fund................................. 3,510,958.139 $ 39,533,388.65
Janus Risk-Managed Stock Fund....................... 24,619,891.092 $ 385,547,494.50
Janus Short-Term Bond Fund.......................... 72,879,745.778 $ 210,622,465.30
Janus Small Cap Value Fund
Institutional..................................... 38,207,049.211 $ 1,234,851,830.50
Investor.......................................... 44,513,755.643 $ 1,428,891,556.14
Janus Tax-Exempt Money Market Fund
Retail............................................ 88,958,245.306 $ 88,958,245.31
Institutional..................................... 43,531,579.110 $ 43,531,579.11
Service........................................... 10,043.370 $ 10,043.37
Janus Triton Fund................................... 3,099,912.756 $ 34,409,031.59
Janus Twenty Fund................................... 204,207,335.159 $ 9,824,414,894.50
Janus Venture Fund.................................. 23,144,140.102 $ 1,406,700,835.40
Janus Worldwide Fund................................ 125,127,873.974 $ 5,332,949,988.77
</Table>

L-1

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

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
</Table>

M-1

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

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

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
</Table>

M-2

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

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

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
</Table>

M-3

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

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

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
</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 -- 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

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>

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

* Indicates beneficial ownership.

M-5

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 that 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 initially
named JCGI and/or Janus Capital as a defendant. In addition, the following were
also 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), except certain claims under Section 10(b) of the
Securities Exchange Act of 1934 and under Section 36(b) of the Investment
Company Act of 1940. As a result, JCGI, Janus Capital, the Advisory Committee of
the Janus 401(k) plan, and the current or former directors of JCGI are the
remaining defendants in one or more of the actions. The complaint in the 401(k)
plan class action (action (iii) described above) was voluntarily dismissed, but
was recently

N-1

refiled using a new named plaintiff and asserting claims similar to the initial
complaint.

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. The civil action requests certain
monetary penalties, among other relief. A request to transfer this action to the
MDL case in the U.S. District Court of Baltimore, Maryland, described above is
pending. In addition, the Auditor of the State of West Virginia, in his capacity
as securities commissioner, has issued an order indicating an intent to initiate
administrative proceedings against most of the defendants in the market timing
cases (including Janus Capital) and seeking disgorgement and other monetary
relief based on similar market timing allegations.

In addition to the "market timing" actions described above, Janus Capital
is a defendant in a consolidated lawsuit in the U.S. District Court for the
District of Colorado challenging the investment advisory fees charged by Janus
Capital to certain Janus funds. The action was filed by fund investors asserting
breach of fiduciary duty 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.

In 2001, Janus Capital's predecessor was also named as a defendant in a
class action suit in the U.S. District Court for the Southern District of New
York, alleging that certain underwriting firms and institutional investors
violated antitrust laws in connection with initial public offerings. The U.S.
District Court dismissed the plaintiff's antitrust claims in November, 2003,
however the U.S. Court of Appeals recently vacated that decision and remanded it
for further proceedings.

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

PROXY JANUS INVESTMENT FUND PROXY
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 22, 2005

THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF JANUS INVESTMENT FUND
("TRUST"). The undersigned, revoking previous proxies, hereby appoints Kelley A.
Howes, Girard C. Miller, and Jesper Nergaard, or any of them, as attorneys and
proxies, with full power of substitution to each, to vote the shares which the
undersigned is entitled to vote at the Special Meeting of Shareholders
("Meeting") of the Funds listed below to be held at the JW Marriott Hotel, 150
Clayton Lane, Denver, CO on November 22, 2005 at 10:00 a.m. Mountain Time and at
any adjournment(s) or postponement(s) of such Meeting. As to any other matter
that properly comes before the Meeting or any adjournment(s) or postponement(s)
thereof, the persons appointed above may vote in accordance with their best
judgment. The undersigned hereby acknowledges receipt of the accompanying Proxy
Statement and Notice of Special Meeting.

VOTE VIA THE INTERNET: HTTPS://VOTE.PROXY-DIRECT.COM
VOTE VIA THE TELEPHONE: 1-866-241-6192

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

--------------------------------------------------
Signature

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

--------------------------------------------------
Date JIF_15679

FUNDS FUNDS FUNDS
----- ----- -----

Fundname Drop In 1 Fundname Drop In 2 Fundname Drop In 3
Fundname Drop In 4 Fundname Drop In 5 Fundname Drop In 6
Fundname Drop In 7 Fundname Drop In 8 Fundname Drop In 9
Fundname Drop In 10 Fundname Drop In 11 Fundname Drop In 12
</Table>

VOTING OPTIONS
READ YOUR PROXY STATEMENT AND HAVE IT AT HAND WHEN VOTING.
<Table>

(PC ICON) (TELEPHONE ICON) (LETTER ICON) (HUMAN ICON)
VOTE ON THE INTERNET VOTE BY PHONE VOTE BY MAIL VOTE IN PERSON
LOG ON TO: CALL 1-866-241-6192 VOTE, SIGN AND DATE THIS PROXY ATTEND SHAREHOLDER MEETING
HTTPS://VOTE.PROXY-DIRECT.COM FOLLOW THE RECORDED CARD AND RETURN IN THE JW MARRIOTT HOTEL
FOLLOW THE ON-SCREEN INSTRUCTIONS INSTRUCTIONS POSTAGE-PAID ENVELOPE 150 CLAYTON LANE
AVAILABLE 24 HOURS AVAILABLE 24 HOURS DENVER, CO
ON NOVEMBER 22, 2005
</Table>

IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,
YOU NEED NOT RETURN THIS PROXY CARD.

<Table>

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

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

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

1. ELECTION OF TRUSTEES: FOR ALL WITHHOLD FOR ALL
AUTHORITY EXCEPT
01. Jerome S. Contro 02. William F. McCalpin 03. John W. McCarter, Jr. FOR ALL
04. Dennis B. Mullen 05. James T. Rothe 06. William D. Stewart [ ] [ ] [ ]
07. Martin H. Waldinger 08. Linda S. Wolf 09. Thomas H. Bailey

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

--------------------------------------------------------------------------------
2. APPROVE ELIMINATION OF JANUS FLEXIBLE BOND FUND'S FUNDAMENTAL POLICY
REGARDING INVESTMENTS IN INCOME-PRODUCING SECURITIES.

FOR AGAINST ABSTAIN
Fundname Drop In 1 [ ] [ ] [ ]

3. INVESTMENT ADVISORY AGREEMENT

3.A. APPROVE CONFORMING AMENDMENTS TO THE INVESTMENT ADVISORY AGREEMENT BETWEEN
JANUS CAPITAL MANAGEMENT LLC AND YOUR FUND.

FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop In 1 [ ] [ ] [ ] Fundname Drop In 2 [ ] [ ] [ ] Fundname Drop In 3 [ ] [ ] [ ]
Fundname Drop In 4 [ ] [ ] [ ] Fundname Drop In 5 [ ] [ ] [ ] Fundname Drop In 6 [ ] [ ] [ ]
Fundname Drop In 7 [ ] [ ] [ ] Fundname Drop In 8 [ ] [ ] [ ] Fundname Drop In 9 [ ] [ ] [ ]
Fundname Drop In 10 [ ] [ ] [ ] Fundname Drop In 11 [ ] [ ] [ ] Fundname Drop In 12 [ ] [ ] [ ]

3.B. APPROVE A PROPOSED AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT BETWEEN
JANUS CAPITAL MANAGEMENT LLC AND YOUR FUND THAT WOULD INTRODUCE A
PERFORMANCE INCENTIVE INVESTMENT ADVISORY FEE STRUCTURE.

3.B.I.
FOR AGAINST ABSTAIN
Fundname Drop In 1 [ ] [ ] [ ]

3.B.II.
FOR AGAINST ABSTAIN
Fundname Drop In 1 [ ] [ ] [ ]

3.B.III.
FOR AGAINST ABSTAIN
Fundname Drop In 1 [ ] [ ] [ ]

3.B.IV.
FOR AGAINST ABSTAIN
Fundname Drop In 1 [ ] [ ] [ ]

3.B.V.
FOR AGAINST ABSTAIN
Fundname Drop In 1 [ ] [ ] [ ]

3.B.VI.
FOR AGAINST ABSTAIN
Fundname Drop In 1 [ ] [ ] [ ]

4. APPROVE AN AMENDED SUB-ADVISORY AGREEMENT BETWEEN JANUS CAPITAL MANAGEMENT
LLC, ON BEHALF OF JANUS RISK-MANAGED STOCK FUND, AND INTECH THAT WOULD
INTRODUCE A PERFORMANCE INCENTIVE SUB-ADVISORY FEE STRUCTURE.

FOR AGAINST ABSTAIN
Fundname Drop In 1 [ ] [ ] [ ]
</Table>

JIF_15679